NiSource 10-Q 2025-09-30
Filed 2025-10-29. 8 sections, 332K 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, 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)
| DE | 35-2108964 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 801 East 86th Avenue | |||||||||||
| Merrillville, | IN | 46410 | |||||||||
| (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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, par value $0.01 per share | NI | NYSE | ||||||
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: 477,195,529 shares outstanding at October 22, 2025.
NISOURCE INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED SEPTEMBER 30, 2025
Table of Contents
| 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 Kentucky | Columbia Gas of Kentucky, Inc. | |||||||
| Columbia of Maryland | Columbia Gas of Maryland, Inc. | |||||||
| Columbia of Ohio | Columbia Gas of Ohio, Inc. | |||||||
| Columbia of Pennsylvania | Columbia Gas of Pennsylvania, Inc. | |||||||
| Columbia of Virginia | Columbia Gas of Virginia, Inc. | |||||||
| GenCo | NIPSCO Generation LLC | |||||||
| Generation Holdings I | Generation Holdings I LLC | |||||||
| Generation Holdings II | Generation Holdings II LLC | |||||||
| NIPSCO | Northern Indiana Public Service Company LLC | |||||||
| NIPSCO Holdings I | NIPSCO Holdings I LLC | |||||||
| NIPSCO Holdings II | NIPSCO Holdings II LLC | |||||||
| NiSource ("we," "us" or "our") | NiSource Inc. | |||||||
| Rosewater | Rosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC | |||||||
| Indiana Crossroads Wind | Indiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC | |||||||
| Indiana Crossroads Solar | Indiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC | |||||||
| Dunns Bridge I | Dunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunns Bridge Solar Center, LLC | |||||||
| Gibson | Gibson Solar LLC | |||||||
| Fairbanks | Fairbanks Solar Energy Center LLC | |||||||
| Abbreviations and Other | ||||||||
| AFUDC | Allowance for funds used during construction | |||||||
| Amended LLC Agreement | Third Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II | |||||||
| AOCI | Accumulated Other Comprehensive Income (Loss) | |||||||
| ASC | Accounting Standards Codification | |||||||
| ASU | Accounting Standards Update | |||||||
| ATM | At-the-market | |||||||
| BIP | BIP Blue Buyer L.L.C | |||||||
| BIP Blue Buyer VCOC L.L.C | BIP Blue Buyer VCOC L.L.C., a Delaware limited liability company and also an affiliate of Blackstone | |||||||
| BIP Orion Holdco L.P. | BIP Orion Holdco L.P., a Delaware limited liability company and also an affiliate of Blackstone | |||||||
| BIP Orion Holdco II L.P. | BIP Orion Holdco II L.P., a Delaware limited liability company and also an affiliate of Blackstone | |||||||
| Blackstone | Blackstone Infrastructure Partners L.P. | |||||||
| BTA | Build-transfer agreement | |||||||
| Contract Assets | Generation assets and related transmission infrastructure to be developed in connection with the Data Center Contract | |||||||
| CCRs | Coal Combustion Residuals | |||||||
| CEP | Ohio Capital Expenditure Program | |||||||
| CERCLA | Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund) |
| DEFINED TERMS | ||||||||
| CODM | Chief Operating Decision Maker | |||||||
| Columbia Operations | Reportable segment comprised of the results of NiSource Gas Distribution company, including all of its Columbia Gas distribution companies and related subsidiaries | |||||||
| CPCN | Certificate of Public Convenience and Necessity | |||||||
| Customer | Purchaser of electricity under Data Center Contract, a wholly-owned subsidiary of a large publicly traded company | |||||||
| Data Center Contract | NIPSCO agreement to provide electricity to Customer’s data centers | |||||||
| DSIC | Distribution System Improvement Charge | |||||||
| DSM | Demand Side Management | |||||||
| Dunns Bridge II | Dunns Bridge II Solar Generation Center | |||||||
| EPA | United States Environmental Protection Agency | |||||||
| EPC | Engineering, procurement, and construction | |||||||
| EPS | Earnings per share | |||||||
| ERP | Enterprise Resource Planning | |||||||
| FAC | Fuel adjustment clause | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| FMCA | Indiana Federally Mandated Cost Adjustment mechanism | |||||||
| GAAP | Generally Accepted Accounting Principles | |||||||
| GCA | Gas cost adjustment | |||||||
| Generation Assets | Power generations facilities and battery storage to be developed in connection with the Data Center Contract | |||||||
| GHG | Greenhouse gases | |||||||
| GWh | Gigawatt hours | |||||||
| IRA | Inflation Reduction Act of 2022 | |||||||
| IRP | Ohio Infrastructure Replacement Program | |||||||
| IURC | Indiana Utility Regulatory Commission | |||||||
| Investor | BIP Orion Holdco L.P. and BIP Orion Holdco II L.P. in connection with Blackstone's GenCo minority equity investment | |||||||
| JV | Joint Venture | |||||||
| LIFO | Last In, First Out | |||||||
| LIHEAP | Low Income Heating Energy Assistance Program | |||||||
| LLC Agreement | Amended and Restated Limited Liability Company Agreement of Generation Holdings II | |||||||
| MGP | Manufactured Gas Plant | |||||||
| MISO | Midcontinent Independent System Operator | |||||||
| MMDth | Million dekatherms | |||||||
| MW | Megawatts | |||||||
| MWh | Megawatt hours | |||||||
| NIPSCO Electric | The electric generation and transmission activities of the NIPSCO Operations reportable segment | |||||||
| NIPSCO Gas | The gas distribution activities of the NIPSCO Operations reportable segment | |||||||
| NIPSCO Minority Interest Transaction | A 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 Operations | Reportable segment comprised of the results of NIPSCO Holdings I, NIPSCO Holdings II, and NIPSCO and all related subsidiaries |
| DEFINED TERMS | ||||||||
| NYMEX | New York Mercantile Exchange | |||||||
| OPEB | Other Postemployment Benefits | |||||||
| PHMSA | Pipeline and Hazardous Materials Safety Administration | |||||||
| PPA | Power Purchase Agreement | |||||||
| RNG | Renewable Natural Gas | |||||||
| SAVE | Steps to Advance Virginia's Energy Plan | |||||||
| Scope 1 GHG Emissions | Direct 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 Emissions | Indirect emissions from sources owned or controlled by us | |||||||
| SEC | Securities and Exchange Commission | |||||||
| SMRP | Kentucky Safety Modification and Replacement Program | |||||||
| SMS | Safety Management System | |||||||
| TCJA | An 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) | |||||||
| TDSIC | Indiana Transmission, Distribution and Storage System Improvement Charge | |||||||
| Templeton | Templeton Wind Energy Center | |||||||
| VIE | Variable Interest Entity | |||||||
| WAM | Work 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 construct, develop and place into service the Contract Assets on time or at all and consistent with initial cost estimates, as well as the performance of these assets once constructed and placed into service;
-
our ability to obtain the significant additional financing that will be required to construct the Contract Assets on favorable terms, if at all;
-
our ability to recover our investments and realize our expected return under the Data Center Contract;
-
our ability to maintain our investment grade credit ratings as we finance and pursue our data center strategy, including our performance under the Data Center Contract;
-
our Customer’s performance under the Data Center Contract and any decision by the Customer to terminate the Data Center Contract or reduce the committed capacity thereunder;
-
potential changes in the MISO accreditation treatment of capacity resources;
-
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 Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and Part II, Item 1A, “Risk Factors,” of this report, and Part I, Item 1, “Business,” Part I, Item 1A, "Risk Factors," and Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.
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) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Customer revenues | $ | 1,240.2 | $ | 1,046.1 | $ | 4,636.2 | $ | 3,743.2 | |||||||||||||||
| Other revenues | 32.9 | 30.2 | 103.1 | 124.1 | |||||||||||||||||||
| Total Operating Revenues | 1,273.1 | 1,076.3 | 4,739.3 | 3,867.3 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Cost of energy | 193.6 | 165.9 | 1,102.9 | 755.6 | |||||||||||||||||||
| Operation and maintenance | 401.1 | 357.4 | 1,225.1 | 1,093.5 | |||||||||||||||||||
| Depreciation and amortization | 306.9 | 269.5 | 852.2 | 765.1 | |||||||||||||||||||
| Loss on impairment of assets | — | — | 0.7 | 2.9 | |||||||||||||||||||
| Loss (gain) on sale of assets, net | (0.6) | (0.5) | 0.2 | 1.1 | |||||||||||||||||||
| Other taxes | 74.6 | 65.7 | 238.4 | 210.4 | |||||||||||||||||||
| Total Operating Expenses | 975.6 | 858.0 | 3,419.5 | 2,828.6 | |||||||||||||||||||
| Operating Income | 297.5 | 218.3 | 1,319.8 | 1,038.7 | |||||||||||||||||||
| Other Income (Deductions) | |||||||||||||||||||||||
| Interest expense, net | (179.8) | (134.6) | (451.7) | (380.2) | |||||||||||||||||||
| Other, net | 9.9 | 29.2 | 16.2 | 51.4 | |||||||||||||||||||
| Total Other Deductions, Net | (169.9) | (105.4) | (435.5) | (328.8) | |||||||||||||||||||
| Income before Income Taxes | 127.6 | 112.9 | 884.3 | 709.9 | |||||||||||||||||||
| Income Taxes | 20.6 | 15.9 | 150.1 | 109.5 | |||||||||||||||||||
| Net Income | 107.0 | 97.0 | 734.2 | 600.4 | |||||||||||||||||||
| Net income attributable to noncontrolling interest | 12.3 | 11.3 | 62.5 | 63.9 | |||||||||||||||||||
| Net Income Attributable to NiSource | 94.7 | 85.7 | 671.7 | 536.5 | |||||||||||||||||||
| Preferred dividends | — | — | — | (6.7) | |||||||||||||||||||
| Preferred redemption premium | — | — | — | (14.0) | |||||||||||||||||||
| Net Income Available to Common Shareholders | $ | 94.7 | $ | 85.7 | $ | 671.7 | $ | 515.8 | |||||||||||||||
| Earnings Per Share | |||||||||||||||||||||||
| Basic Earnings Per Share | $ | 0.20 | $ | 0.19 | $ | 1.42 | $ | 1.15 | |||||||||||||||
| Diluted Earnings Per Share | $ | 0.20 | $ | 0.19 | $ | 1.42 | $ | 1.14 | |||||||||||||||
| Basic Average Common Shares Outstanding | 472.1 | 451.9 | 471.1 | 449.4 | |||||||||||||||||||
| Diluted Average Common Shares | 473.7 | 454.5 | 472.8 | 451.4 |
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
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) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net Income | $ | 107.0 | $ | 97.0 | $ | 734.2 | $ | 600.4 | |||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Net unrealized gain on available-for-sale debt securities(1) | 1.3 | 3.5 | 3.1 | 3.2 | |||||||||||||||||||
| Reclassification adjustment for cash flow hedges(2) | (0.1) | (0.1) | (0.3) | (0.3) | |||||||||||||||||||
| Unrecognized pension and OPEB benefit(3) | 14.0 | 0.6 | 14.6 | 1.1 | |||||||||||||||||||
| Total other comprehensive income | 15.2 | 4.0 | 17.4 | 4.0 | |||||||||||||||||||
| Comprehensive Income | $ | 122.2 | $ | 101.0 | $ | 751.6 | $ | 604.4 | |||||||||||||||
(1)Net unrealized gain on available-for-sale debt securities, net of $0.3 million tax expense and $0.9 million tax expense in the third quarter of 2025 and 2024, respectively, and $0.8 million tax expense for the nine months ended 2025 and 2024, respectively.
(2)Reclassification adjustment for cash flow hedges, net of $0.1 million tax benefit and $0.1 million tax benefit in the third quarter of 2025 and 2024, respectively, and $0.2 million tax benefit and $0.1 million tax benefit for the nine months ended 2025 and 2024, respectively.
(3)Unrecognized pension and OPEB benefit, net of $4.6 million tax expense and $0.2 million tax expense in the third quarter of 2025 and 2024, respectively, and $4.8 million tax expense and $0.4 million tax expense for the nine months ended 2025 and 2024, respectively.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited)
| (in millions) | September 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Property, Plant and Equipment | |||||||||||
| Plant | $ | 37,201.7 | $ | 34,152.9 | |||||||
| Accumulated depreciation and amortization | (9,201.6) | (8,699.0) | |||||||||
| Net Property, Plant and Equipment(1) | 28,000.1 | 25,453.9 | |||||||||
| Investments and Other Assets | |||||||||||
| Unconsolidated affiliates | 7.7 | 6.5 | |||||||||
| Available-for-sale debt securities (amortized cost of $160.4 and $91.9, allowance for credit losses of $0.1 and $0.1, respectively) | 159.0 | 86.7 | |||||||||
| Other investments | 116.2 | 85.5 | |||||||||
| Total Investments and Other Assets | 282.9 | 178.7 | |||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | 95.0 | 156.6 | |||||||||
| Restricted cash | 24.5 | 42.0 | |||||||||
| Accounts receivable | 719.6 | 987.9 | |||||||||
| Allowance for credit losses | (18.6) | (23.7) | |||||||||
| Accounts receivable, net | 701.0 | 964.2 | |||||||||
| Gas storage | 268.3 | 179.6 | |||||||||
| Materials and supplies, at average cost | 183.3 | 173.3 | |||||||||
| Electric production fuel, at average cost | 23.7 | 36.2 | |||||||||
| Exchange gas receivable | 42.9 | 45.7 | |||||||||
| Regulatory assets | 326.5 | 319.9 | |||||||||
| Prepayments | 157.4 | 138.5 | |||||||||
| Other current assets | 25.6 | 24.2 | |||||||||
| Total Current Assets(1) | 1,848.2 | 2,080.2 | |||||||||
| Other Assets | |||||||||||
| Regulatory assets | 2,132.9 | 2,157.4 | |||||||||
| Goodwill | 1,485.9 | 1,485.9 | |||||||||
| Deferred charges and other | 652.9 | 432.0 | |||||||||
| Total Other Assets | 4,271.7 | 4,075.3 | |||||||||
| Total Assets | $ | 34,402.9 | $ | 31,788.1 |
(1)Includes $1,284.4 million and $1,323.8 million at September 30, 2025 and December 31, 2024, respectively, of net property, plant and equipment assets and $59.6 million and $65.0 million at September 30, 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.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
| (in millions, except share amounts) | September 30, 2025 | December 31, 2024 | ||||||||||||
| CAPITALIZATION AND LIABILITIES | ||||||||||||||
| Capitalization | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
| Common stock - $0.01 par value,750,000,000 shares authorized; 477,136,079 and 469,822,472 shares outstanding, respectively | $ | 4.8 | $ | 4.7 | ||||||||||
| Treasury stock | (99.9) | (99.9) | ||||||||||||
| Additional paid-in capital | 9,798.3 | 9,521.5 | ||||||||||||
| Retained deficit | (572.0) | (711.7) | ||||||||||||
| Accumulated other comprehensive loss | (13.0) | (30.4) | ||||||||||||
| Total NiSource Stockholders’ Equity | 9,118.2 | 8,684.2 | ||||||||||||
| Noncontrolling interest in consolidated subsidiaries | 2,123.6 | 1,984.1 | ||||||||||||
| Total Stockholders’ Equity | 11,241.8 | 10,668.3 | ||||||||||||
| Long-term debt, excluding amounts due within one year | 14,472.1 | 12,074.5 | ||||||||||||
| Total Capitalization | 25,713.9 | 22,742.8 | ||||||||||||
| Current Liabilities | ||||||||||||||
| Current portion of long-term debt | 31.3 | 1,281.2 | ||||||||||||
| Short-term borrowings | 1,260.0 | 604.6 | ||||||||||||
| Accounts payable | 712.0 | 863.1 | ||||||||||||
| Dividends payable - common stock | 137.4 | — | ||||||||||||
| Customer deposits and credits | 273.5 | 268.8 | ||||||||||||
| Taxes accrued | 179.0 | 173.4 | ||||||||||||
| Interest accrued | 198.2 | 157.0 | ||||||||||||
| Asset retirement obligations | 66.3 | 84.6 | ||||||||||||
| Exchange gas payable | 100.0 | 91.8 | ||||||||||||
| Regulatory liabilities | 192.0 | 150.5 | ||||||||||||
| Accrued compensation and employee benefits | 218.0 | 268.2 | ||||||||||||
| Other accruals | 165.7 | 170.2 | ||||||||||||
| Total Current Liabilities(1) | 3,533.4 | 4,113.4 | ||||||||||||
| Other Liabilities | ||||||||||||||
| Deferred income taxes | 2,405.4 | 2,281.6 | ||||||||||||
| Accrued liability for postretirement and postemployment benefits | 174.4 | 207.5 | ||||||||||||
| Regulatory liabilities | 1,487.0 | 1,431.2 | ||||||||||||
| Asset retirement obligations | 751.4 | 698.6 | ||||||||||||
| Other noncurrent liabilities and deferred credits | 337.4 | 313.0 | ||||||||||||
| Total Other Liabilities(1) | 5,155.6 | 4,931.9 | ||||||||||||
| Commitments and Contingencies (Refer to Note 14, "Other Commitments and Contingencies") | ||||||||||||||
| Total Capitalization and Liabilities | $ | 34,402.9 | $ | 31,788.1 |
(1)Includes $54.4 million and $53.7 million at September 30, 2025 and December 31, 2024, respectively, of current liabilities and $55.0 million and $58.3 million at September 30, 2025 and December 31, 2024, respectively, of other liabilities, and finance leases of $40.2 million and $40.4 million at September 30, 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.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
| Nine Months Ended September 30, (in millions) | 2025 | 2024 | |||||||||
| Operating Activities | |||||||||||
| Net Income | $ | 734.2 | $ | 600.4 | |||||||
| Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | |||||||||||
| Depreciation and amortization | 852.2 | 765.1 | |||||||||
| Deferred income taxes and investment tax credits | 153.5 | 109.1 | |||||||||
| Loss on sale of assets | 0.2 | 1.1 | |||||||||
| Payments for asset retirement obligations | (50.0) | (55.0) | |||||||||
| Other adjustments | 22.5 | (14.9) | |||||||||
| Changes in Assets and Liabilities: | |||||||||||
| Components of working capital(1) | (26.0) | (85.8) | |||||||||
| Regulatory assets/liabilities | (19.5) | (35.6) | |||||||||
| Deferred charges and other noncurrent assets | (24.4) | (45.1) | |||||||||
| Other noncurrent liabilities and deferred credits | 7.0 | 2.4 | |||||||||
| Net Cash Flows from Operating Activities | 1,649.7 | 1,241.7 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (1,936.0) | (1,854.0) | |||||||||
| Cost of removal | (113.8) | (108.9) | |||||||||
| Milestone payments to renewable generation asset developers | (1,091.7) | (478.8) | |||||||||
| Advanced deposits | (161.3) | — | |||||||||
| Other investing activities | (93.8) | 27.2 | |||||||||
| Net Cash Flows used for Investing Activities | (3,396.6) | (2,414.5) | |||||||||
| Financing Activities | |||||||||||
| Proceeds from issuance of long-term debt | 2,362.0 | 2,229.6 | |||||||||
| Repayments of finance lease obligations | (17.3) | (20.4) | |||||||||
| Repayments of long-term debt | (1,250.0) | — | |||||||||
| Repayment of short-term debt (maturity > 90 days) | — | (1,650.0) | |||||||||
| Net change in commercial paper and other short-term borrowings | 655.4 | (1,141.6) | |||||||||
| Issuance of common stock, net of issuance costs | 259.1 | 507.9 | |||||||||
| Redemption of preferred stock | — | (486.1) | |||||||||
| Preferred stock redemption premium | — | (14.0) | |||||||||
| Equity costs, premiums and other debt related costs | (22.0) | (62.9) | |||||||||
| Contributions from NIPSCO minority interest holders | 145.3 | 99.5 | |||||||||
| Distribution to NIPSCO minority interest holders | (55.5) | (32.0) | |||||||||
| Distributions to tax equity partners | (12.8) | (14.3) | |||||||||
| Dividends paid - common stock | (396.4) | (357.0) | |||||||||
| Dividends paid - preferred stock | — | (8.2) | |||||||||
| Net Cash Flows from (used for) Financing Activities | 1,667.8 | (949.5) | |||||||||
| Change in cash, cash equivalents and restricted cash | (79.1) | (2,122.3) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 198.6 | 2,281.1 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 119.5 | $ | 158.8 | |||||||
| (1) Refer to Note 18, "Supplemental Disclosures of Cash Flow Information," for additional information. |
Reconciliation to Balance Sheet
| Nine Months Ended September 30, (in millions) | 2025 | ||||
| Cash and cash equivalents | 95.0 | ||||
| Restricted cash | 24.5 | ||||
| Total Cash, Cash Equivalents and Restricted Cash | 119.5 |
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Item 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Equity (unaudited)
| (in millions) | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Consolidated Subsidiaries | Total | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | 4.7 | $ | — | $ | (99.9) | $ | 9,538.0 | $ | (532.1) | $ | (28.2) | $ | 2,114.4 | $ | 10,996.9 | |||||||||||||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 94.7 | — | 12.3 | 107.0 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | 15.2 | — | 15.2 | |||||||||||||||||||||||||||||||||||||||
| Dividends: | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock ($0.280 per share) | — | — | — | — | (134.6) | — | — | (134.6) | |||||||||||||||||||||||||||||||||||||||
| Noncontrolling Interests: | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | 11.0 | 11.0 | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (14.1) | (14.1) | |||||||||||||||||||||||||||||||||||||||
| Stock issuances: | |||||||||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | 1.9 | — | — | — | 1.9 | |||||||||||||||||||||||||||||||||||||||
| Long-term incentive plan | — | — | — | 7.2 | — | — | — | 7.2 | |||||||||||||||||||||||||||||||||||||||
| 401(k) and profit sharing | — | — | — | 2.4 | — | — | — | 2.4 | |||||||||||||||||||||||||||||||||||||||
| ATM program | 0.1 | — | — | 248.8 | — | — | — | 248.9 | |||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | 4.8 | $ | — | $ | (99.9) | $ | 9,798.3 | $ | (572.0) | $ | (13.0) | $ | 2,123.6 | $ | 11,241.8 | |||||||||||||||||||||||||||||||
| (in millions) | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Consolidated Subsidiaries | Total | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | 4.7 | $ | — | $ | (99.9) | $ | 9,521.5 | $ | (711.7) | $ | (30.4) | $ | 1,984.1 | $ | 10,668.3 | |||||||||||||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 671.7 | — | 62.5 | 734.2 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | 17.4 | — | 17.4 | |||||||||||||||||||||||||||||||||||||||
| Dividends: | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock ($1.120 per share) | — | — | — | — | (532.0) | — | — | (532.0) | |||||||||||||||||||||||||||||||||||||||
| Noncontrolling Interests: | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | 145.3 | 145.3 | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (68.3) | (68.3) | |||||||||||||||||||||||||||||||||||||||
| Stock issuances: | |||||||||||||||||||||||||||||||||||||||||||||||
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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, 2025 and 2024 are presented below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Favorable (Unfavorable) | 2025 | 2024 | Favorable (Unfavorable) | |||||||||||||||||||||||||||||
| NIPSCO Operations | |||||||||||||||||||||||||||||||||||
| Operating Revenues | $ | 787.3 | $ | 652.9 | $ | 134.4 | $ | 2,409.8 | $ | 2,003.0 | $ | 406.8 | |||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Cost of energy | 135.2 | 131.7 | (3.5) | 554.3 | 436.3 | (118.0) | |||||||||||||||||||||||||||||
| Operation and maintenance | 215.1 | 177.7 | (37.4) | 628.1 | 556.5 | (71.6) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 185.3 | 156.8 | (28.5) | 492.5 | 432.5 | (60.0) | |||||||||||||||||||||||||||||
| Loss on impairment of assets | — | — | — | 0.7 | — | (0.7) | |||||||||||||||||||||||||||||
| Gain on sale of assets | — | — | — | — | (0.1) | (0.1) | |||||||||||||||||||||||||||||
| Other taxes | 19.1 | 15.4 | (3.7) | 55.7 | 47.8 | (7.9) | |||||||||||||||||||||||||||||
| Total Operating Expenses | 554.7 | 481.6 | (73.1) | 1,731.3 | 1,473.0 | (258.3) | |||||||||||||||||||||||||||||
| Operating Income | $ | 232.6 | $ | 171.3 | $ | 61.3 | $ | 678.5 | $ | 530.0 | $ | 148.5 | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Favorable (Unfavorable) | 2025 | 2024 | Favorable (Unfavorable) | |||||||||||||||||||||||||||||
| NIPSCO Electric | |||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Residential | $ | 255.6 | $ | 197.9 | $ | 57.7 | $ | 588.1 | $ | 498.6 | $ | 89.5 | |||||||||||||||||||||||
| Commercial | 211.5 | 172.7 | 38.8 | 533.3 | 470.0 | 63.3 | |||||||||||||||||||||||||||||
| Industrial | 156.9 | 125.1 | 31.8 | 434.1 | 361.1 | 73.0 | |||||||||||||||||||||||||||||
| Wholesale and Other | 34.3 | 43.4 | (9.1) | 97.7 | 112.6 | (14.9) | |||||||||||||||||||||||||||||
| Total | $ | 658.3 | $ | 539.1 | $ | 119.2 | $ | 1,653.2 | $ | 1,442.3 | $ | 210.9 | |||||||||||||||||||||||
| Sales (GWh) | |||||||||||||||||||||||||||||||||||
| Residential | 1,115.2 | 1,079.4 | 35.8 | 2,729.9 | 2,673.1 | 56.8 | |||||||||||||||||||||||||||||
| Commercial | 1,040.2 | 1,044.7 | (4.5) | 2,821.7 | 2,850.3 | (28.6) | |||||||||||||||||||||||||||||
| Industrial | 2,158.2 | 2,106.3 | 51.9 | 6,328.2 | 5,884.1 | 444.1 | |||||||||||||||||||||||||||||
| Wholesale and Other | 328.2 | 327.7 | 0.5 | 794.9 | 818.1 | (23.2) | |||||||||||||||||||||||||||||
| Total | 4,641.8 | 4,558.1 | 83.7 | 12,674.7 | 12,225.6 | 449.1 | |||||||||||||||||||||||||||||
| Cooling Degree Days | 640 | 556 | 84 | 941 | 882 | 59 | |||||||||||||||||||||||||||||
| Normal Cooling Degree Days | 588 | 590 | (2) | 852 | 838 | 14 | |||||||||||||||||||||||||||||
| % Warmer (Colder) than Normal | 9 | % | (6) | % | 10 | % | 5 | % | |||||||||||||||||||||||||||
| % Warmer than prior year | 15 | % | 7 | % | |||||||||||||||||||||||||||||||
| NIPSCO Electric Customers | |||||||||||||||||||||||||||||||||||
| Residential | 432,889 | 429,382 | 3,507 | ||||||||||||||||||||||||||||||||
| Commercial | 59,540 | 59,056 | 484 | ||||||||||||||||||||||||||||||||
| Industrial | 2,103 | 2,116 | (13) | ||||||||||||||||||||||||||||||||
| Wholesale and Other | 705 | 709 | (4) | ||||||||||||||||||||||||||||||||
| Total | 495,237 | 491,263 | 3,974 | ||||||||||||||||||||||||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --
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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 at a reasonable assurance level.
Changes in Internal Controls
During the third quarter, we implemented the second and third phases of our three-phased Enterprise Asset Management ERP program. This implementation reflects our ongoing commitment to streamlining operations and enhancing logistics across the company. While there are inherent risks involved with the implementation of new systems and changes in internal controls associated with the transition to the new system, management believes it is adequately monitoring and managing the transition. Apart from this ERP implementation, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the most recently completed quarter covered by this report.
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 and Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. There have been no material changes to such risk factors other than as set forth below.
Our construction of the Contract Assets involves significant risks. Construction delays, cost overruns or performance issues with the Contract Assets could reduce our returns under the Data Center Contract and could require us to obtain additional financing. Any further development of generation and transmission assets in connection with future data center contracts is expected to be subject to similar risks.
We expect to construct, through GenCo, 400 MW of new battery storage and a new power generation facility consisting of two 1,300 MW combined-cycle, natural gas-fired turbines, which are expected to reach commercial operation between 2028 and 2032, as well as related transmission and distribution assets (which will be constructed by NIPSCO). In addition, in order to perform under any further data center contracts, we expect that we will need to develop additional generation and transmission assets. Our return under the Data Center Contract will be, and our return under future data center contract is expected to be, affected by our ability to construct, develop and place into service these assets on time or at all and consistent with initial cost estimates, as well as the performance of these assets once constructed and placed into service.
We have not previously constructed generation assets of the type and scale contemplated by the Data Center Contract. Although we have engaged reputable EPC contractors to manage the construction of these new assets, our ability to complete the construction in a timely manner and within budget is contingent upon many variables and subject to substantial risks. These variables include, but are not limited to, the receipt, timing and terms of required regulatory approvals, including approvals from the IURC and FERC; the ability of key suppliers and contractors to timely satisfy their obligations under existing or future contracts and in compliance with the terms of such contracts, including the EPC Contracts and equipment supply contracts we have already entered into; the impact of new tariffs, if any, inflation and other trade or economic factors that may impact the cost of supplies and services; changes in law or regulation, including environmental compliance requirements; the availability of and ability of our contractors to hire and retain qualified labor and the cost of such labor; the impact of public health emergencies or natural disasters or other severe weather events; capital market conditions, including the availability of credit and our ability to obtain financing on acceptable terms (as discussed below); charges allocated to us by MISO with respect to these assets; and the impact of public involvement, intervention or litigation. In addition, our ability to complete construction of any additional generation and transmission assets developed to support future data center contracts will be subject to all or most of the foregoing risks.
Under the Data Center Contract, if the Contract Assets are delivered into service late or do not achieve certain other performance-related milestones, Customer is entitled to liquidated damages, which would be offset against NIPSCO’s billings to Customer and reduce the rate of return earned under the Data Center Contract. In addition, our actual costs to construct the Contract Assets may exceed the budget contemplated by the Data Center Contract, which could result from delays in construction or from other factors. Any such cost overruns will need to be funded initially by us, either through our cash flows from operating activities or additional debt or equity financing. Although our EPC contracts provide certain protections against cost overruns under those contracts, and any excess costs not recoverable through the EPC contracts are to be shared by us and Customer, any recoveries from our EPC contractors and/or Customer would occur over an extended period of time. The need for us to fund these expenses in the first instance may reduce our ability to use our operating cash flows for other purposes or may require us to obtain additional debt or equity financing, which may not be available on favorable terms or at all. These costs, if incurred, could negatively impact our return under the Data Center Contract or adversely affect our future results and financial condition. In addition, we expect that construction delays, performance shortfalls or cost overruns in connection with construction of generation and transmission assets supporting any future data center contracts could similarly have a negative effect on our return under such contracts and our financial condition.
We will be required to obtain significant additional financing in order to construct the Contract Assets and any generation or transmission assets we develop to support future data center contracts. Such financing may not be available on favorable terms, if at all.
In order to finance the construction of the Contract Assets, as well as any generation and transmission assets we develop to support future data center contracts, we expect to incur significant additional long-term debt and issue additional equity in NiSource, in addition to the financing we otherwise would seek to support investments in our existing businesses and refinance
Item 1A. RISK FACTORS
NiSource Inc.
existing indebtedness. The LLC Agreement and Amended LLC Agreement will allow for additional capital contributions from affiliates of Blackstone to NIPSCO Holdings II and Generation Holdings II in connection with such Blackstone affiliates’ minority interest investments in those entities. In addition, we may consider other funding sources, structures, or partnerships as market conditions and strategic considerations evolve. The amount of additional long-term debt or NiSource equity needed to support construction of the Contract Assets and any generation and transmission assets to support future data center contracts could increase, potentially significantly, from our current expectations if we experience construction delays or cost overruns.
External factors such as inflation, monetary policy or other market conditions could impact our cost of borrowing and could make it more difficult to obtain the financing that is required to construct the Contract Assets on favorable terms, or at all. The issuance of additional debt could negatively impact our credit ratings and overall cost of capital, which could in turn adversely affect our future results and liquidity. In addition, an economic downturn or uncertainty, market turmoil, changes in interest rates, changes in tax policy, challenges faced by financial institutions, or a change in investor sentiment toward us or the utilities industry or the cloud-computing, artificial intelligence and data center industry generally could adversely affect our ability to raise the necessary capital. Reduced access to capital markets, increased borrowing costs, and/or lower equity valuation levels could jeopardize our ability to complete construction of the Contract Assets on-time and within budget, and could reduce future earnings per share and cash flows. In addition, any rise in interest rates may lead to higher borrowing costs, which may adversely impact reported earnings, cost of capital and capital holdings.
Pursuit of our partnership with Customer creates significant opportunity costs and reduces our strategic and financial flexibility in the near term.
We expect to incur significant indebtedness to fund our construction of the Contract Assets. Doing so will reduce our ability to incur further indebtedness to pursue other strategic opportunities, such as partnerships with other large data center customers or strategic mergers and acquisitions, while at the same time maintaining our investment grade credit ratings, which may require us to rely to a greater degree on equity financing in connection with future data center contracts and also may increase our reliance on equity financing for future investments in our existing traditionally regulated utility business, each of which could lead to substantial dilution of our existing shareholders. In addition, our credit rating agencies consider the percentage of our business comprised of traditionally regulated utility operations in their analysis of our credit quality.
In addition to these factors relating to our financing and credit ratings, our partnership with Customer is expected to employ a significant amount of our existing excess transmission infrastructure, which will limit our ability to use these assets for other opportunities, including additional data center opportunities. Furthermore, effectively overseeing the construction and financing of the Contract Assets will require significant time and attention of our management, which could detract from their oversight of our existing business and ability to pursue other strategic opportunities.
The return structure and risk profile of Data Center Contract and related development of the Contract Assets differ from those of NIPSCO’s traditionally regulated utility operations. Any future data center contracts we enter into are expected to have a comparable structure and risk profile.
NIPSCO’s and GenCo’s operations under the Data Center Contract will be, and under future data center contracts are expected to be, regulated by the IURC in a different way from the regulatory mechanisms applicable to NIPSCO’s historical operations, which could affect the manner in which we recover our investment costs and earn a return on our investment. NIPSCO’s electric utility rates historically have been determined and approved in regulatory proceedings with the IURC based on an analysis of NIPSCO’s costs to provide utility service and a return on, and recovery of, NIPSCO’s investment in the utility business. Through the IURC rate-making process, retail rates may be adjusted over time, and NIPSCO may request additional revenue, in order to cover ongoing costs and investment and earn an adequate return.
In contrast, the terms of the Data Center Contract were, and the terms of any future data center contracts will be, determined by commercial negotiation with Customer. In the case of the Data Center Contract, these terms include the charges that we receive from Customer, which are designed to allow us to recover the costs that we incur to construct and operate the Contract Assets and earn a return, and provisions that may result in adjustments to those charges such as, among other factors, those relating to certain liquidated damages that we may owe Customer in the event of construction delays or capacity shortfalls and the parties’ responsibility to share cost overruns, among other provisions. These terms do not guarantee a specific overall rate of return, and the overall return we earn under the Data Center Contract may ultimately be lower than that of NIPSCO’s traditional utility operations. The IURC will not regulate the commercial terms of the Data Center Contract and is not expected to regulate the commercial terms of any future data center contracts; however, the IURC is expected to maintain oversight under the Data Center Contract and any future data center contracts to ensure NIPSCO provides reliable service to Customer and any future data center customers at just and reasonable rates. In order to recover our investment costs and earn our return under the Data Center Contract and any future data center contracts, our subsidiaries must efficiently perform their own obligations and must look to the Customer or future customers (or, if applicable, any parent guarantor) to perform its obligations, rather than the IURC making use of its traditional rate-making process. In addition, under the Data Center Contract, NIPSCO has direct contractual obligations to the Customer to, among other things, construct the Contract Assets and deliver committed electric
ITEM 1A. RISK FACTORS
NiSource Inc.
capacity in fixed amounts by certain dates. We expect our subsidiaries to have similar contractual obligations to customers in connection with any future data center contracts. If disputes arise with data center customers, including the Customer, regarding provisions of a data center contract, including the Data Center Contract, or payments to be made or actions to be taken thereunder, we may be significantly disadvantaged as a result of, among other factors, the significance of such contracts to us and the greater resources (financial and otherwise) available to the relevant customer. Any dispute or litigation with a data center customer, including the Customer, could create significant demands on the attention of management and result in significant costs to us.
In addition, the IURC, through its review and approval of the Data Center Contract and PPA between NIPSCO and GenCo, will have ultimate authority over the implementation of these agreements. In this context, we will need to continuously assess the applicability of ASC Topic 980 over the life of the Data Center Contract. It is possible that significant construction overruns, capacity shortfalls or other events that could result in NIPSCO or GenCo owing liquidated damages could either preclude ongoing application of ASC Topic 980 or result in an immediate disallowance and impairment of the Contract Assets. In addition, early termination of the Data Center Contract, could result in such impairment and discontinuation of application of ASC Topic 980, unless the Contract Assets can be used to support new or existing customers. If we incur significant costs that we are not able to recover from Customer (for example, greater than expected purchases of market capacity or operations and maintenance costs significantly exceeding those contemplated by the Data Center Contract), this also could discontinue the application of ASC Topic 980 to the Data Center Contract and the Contract Assets. We expect any future data center contracts will be subject to comparable risks.
Our partnership with Customer exposes us to significant customer concentration risk.
Customer will be a significant customer of our electric utility operations. For example, the generating capacity of the Contract Assets, when fully delivered into service, is expected to be approximately equivalent to the generating capacity of all NIPSCO’s existing generating assets. However, Customer has the right to terminate the Data Center Contract for convenience following certain notice periods. If Customer terminates or defaults under the Data Center Contract or elects not to renew the Data Center Contract after the initial term, we may not be able to replace Customer’s demand or otherwise fully utilize the assets constructed in connection with the Data Center Contract. We also may not receive the same level of return with respect to any alternative use.
In addition, Customer has a one-time option (exercisable no later than March 31, 2029) to halve committed capacity under the Data Center Contract to 1,200 MW commencing January 31, 2032. If Customer elects to reduce the committed capacity under the Data Center Contract or to terminate the Data Center Contract during its initial term, we will not receive the full earnings we expect to receive over the life of the Data Center Contract. Although the Data Center Contract provides for reimbursement for our investment in the Contract Assets and related expenses in the event of a reduction in the committed capacity or early termination, the amount of any reimbursement is capped under the Data Center Contract, with the amount of the caps being based on cost estimates determined as of signing. Furthermore, our ability to collect any reimbursable amounts will depend upon the willingness and ability of the Customer or its parent guarantor to satisfy their payment obligations under the Data Center Contract and related guarantee. Accordingly, we may not be able to recover our full investment, which may adversely affect our future results and financial condition.
Any of the above outcomes could adversely affect our future results, financial conditions and results of operations. Termination of the Data Center Contract during its initial term or exercise by Customer of its one-time option to reduce capacity also may cause us reputational harm, which could, among other things, negatively affect our ability to source and execute contracts with additional data center customers.
Many factors, including those outside our and Customer’s control, could cause Customer to exercise its one-time option to reduce the committee capacity under the Data Center Contract or terminate the Data Center Contract during the initial term. Such factors include, for example: (i) construction delays, cost overruns or capacity shortfalls that occur in connection with our construction of the Contract Assets, (ii) similar problems that Customer may encounter in connection with constructing its data centers, (iii) any decrease or lessening of current cloud-computing or artificial intelligence demand trends or a change in the current supportive legal and regulatory environment (in Northern Indiana or elsewhere) with respect to cloud-computing or artificial intelligence, as well as other factors, which could negatively impact the demand for data centers, (iv) technological or other advances impacting the design and operation of data centers, which could reduce the amount of electricity needed to power data centers and (v) competing energy technologies could become a preferred source of energy for powering data centers.
Any future data center contracts our subsidiaries enter into may contain termination and/or capacity reduction provisions and related reimbursement comparable to the Data Center Contract, exposing us to risks comparable to those described above (the significance of which will be affected by the relative size of any such contract and the costs we incur to develop resources supporting such contract).
ITEM 1A. RISK FACTORS
NiSource Inc.
In addition, as a result of the Data Center Contract, and any further agreements we may sign with data center companies, our stock price may experience increased volatility as a result of factors outside our control. For example, our stock price may be negatively affected as a result of any actual or perceived slowdown in the adoption of artificial intelligence technology, the regulation or proposed regulation of such technology, or actual or perceived changes in the strategic or financial position of our data center customers.
The long-term MISO capacity accreditation of capacity resources is uncertain. If the capacity resources that we construct to serve Customer or any future data center customers lose accreditation, we would need to construct additional generation assets to fulfill our obligations to such customers.
In recent years, MISO has implemented new capacity accreditation rules and continues to put forth new plans and proposals relating to its accreditation requirements. Recent MISO accreditation changes have affected both natural gas and battery storage generation resources, but battery storage has been more significantly impacted. It is possible that, under future MISO rules, the capacity accreditation for the capacity resources we construct to serve Customer will be eliminated or reduced, in which case we would need to replace or supplement the accredited generation capacity we are planning to build in order to fulfill our obligations to Customer under the Data Center Contract. This additional investment would be funded initially by us. Although under the terms of the Data Center Contract the costs of this additional investment would be shared by us and Customer, our recovery from Customer would occur over an extended period of time. We expect that we would need to obtain significant additional debt and equity financing to fund these investments, which may not be available on favorable terms or at all. These costs, if incurred, could negatively impact our return under the Data Center Contract or adversely affect our future results and financial condition. In addition, these activities would be subject to the construction and financing-related risks described above. Any generation assets we develop to support future data center contracts will be subject to similar risks relating to MISO accreditation, which, depending on the terms of our future data center contracts, may expose us to risks similar to those described above or additional risks.
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
Minority Equity Interest Sale
On October 28, 2025, NiSource issued a 19.9% indirect equity interest in NiSource’s wholly-owned subsidiary GenCo to BIP Orion Holdco L.P. and BIP Orion Holdco II L.P., affiliates of Blackstone (collectively, “Investor”), in exchange for $35.2 million. On October 28, 2025, simultaneously with issuance of the 19.9% indirect equity interest in GenCo, Investor, Generation Holdings I, Generation Holdings II and NiSource entered into an Amended and Restated Limited Liability Company Agreement of Generation Holdings II (the “LLC Agreement”).
The LLC Agreement establishes, among other things, governance rights, exit rights, requirements for additional capital contributions, mechanics for distributions, and other arrangements for Generation Holdings II. Specifically, under the terms of the LLC Agreement, Investor will provide up to $1.325 billion in additional capital contributions over a seven-year period, which obligation is backed by an Equity Commitment Letter from Blackstone or an affiliate thereof. Under the LLC Agreement, Investor is entitled to appoint two directors to the board of directors of Generation Holdings II (the “Board”) so long as Investor (together with any approved affiliate) holds at least a 17.5% Percentage Interest (as defined in the LLC Agreement). Investor is expected to appoint two directors to the Board, such that the Board will be comprised of seven directors, two appointed by Investor and five appointed by NiSource. The LLC Agreement also contains certain investor protections, including, among other things, requiring Investor approval for Generation Holdings II to take certain major actions. In addition, the LLC Agreement contains certain terms surrounding transfer rights and other obligations applicable to both Investor and NiSource. Under the LLC Agreement, Generation Holdings II has agreed that, so long as Investor holds a 14.9% or greater Percentage Interest in Generation Holdings II, Generation Holdings II, NIPSCO Holdings II (as defined below) and/or their respective subsidiaries will be the exclusive vehicles for all power, storage and generation requirements for data center customers within NIPSCO’s service territory.
On October 28, 2025, the members of NIPSCO Holdings II entered into a Third Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II (the "Amended LLC Agreement"), which, among other changes, increased the amount and time period for additional mandatory capital contributions required to be contributed by Investor by $175 million and seven years, which obligation is backed by an Equity Commitment Letter from Blackstone or an affiliate thereof, and amended certain provisions to facilitate NIPSCO Holdings II and its subsidiaries’ provision of electric service to data center customers (and related activities) and their related contracts and arrangements with Generation Holdings II and its subsidiaries.
The foregoing descriptions of the LLC Agreement and the Amended LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the terms and conditions of the LLC Agreement and Amended LLC Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Director and Officer Trading Arrangements
During the quarter ended September 30, 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).
Item 6. EXHIBITS
NiSource Inc.
| (10.1) | Amended and Restated Liability Company Agreement of Generation Holdings II LLC, dated October 28, 2025.* ** | ||||
| (10.2) | Third Amended and Restated Liability Company Agreement of NIPSCO Holdings II LLC, dated October 28, 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 | ||||
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 29, 2025 | By: | /s/ Gunnar J. Gode | |||||||||||
| Gunnar J. Gode | ||||||||||||||
| Senior Vice President, Chief Accounting and Tax Officer (Principal Accounting Officer) |