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| CCRs | Coal Combustion Residuals |
| CEP | Capital Expenditure Program |
| CERCLA | Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund) |
Columbia Operations | Reportable segment comprised of the results of Columbia Gas distribution companies and all related subsidiaries |
| Corporate Units | Series A Corporate Units |
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DSM | Demand Side Management |
| EGUs | Electric Utility Generating Units |
| EPA | United States Environmental Protection Agency |
| EPS | Earnings per share |
| Equity Units | Series A Equity Units |
| FAC | Fuel adjustment clause |
| | | | | |
| DEFINED TERMS |
| FASB | Financial Accounting Standards Board |
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| FMCA | Federally Mandated Cost Adjustment |
| GAAP | Generally Accepted Accounting Principles |
| GCA | Gas cost adjustment |
| GHG | Greenhouse gases |
| GWh | Gigawatt hours |
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| IRA | Inflation Reduction Act of 2022 |
| IRP | Infrastructure Replacement Program |
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| IURC | Indiana Utility Regulatory Commission |
| JV | Joint Venture |
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| LIFO | Last In, First Out |
| LIHEAP | Low Income Heating Energy Assistance Program |
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| MGP | Manufactured Gas Plant |
| MISO | Midcontinent Independent System Operator |
| MMDth | Million dekatherms |
| MW | Megawatts |
| MWh | Megawatt hours |
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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 |
| NYMEX | New York Mercantile Exchange |
| OPEB | Other Postemployment Benefits |
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| PHMSA | Pipeline and Hazardous Materials Safety Administration |
| PPA | Power Purchase Agreement |
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| RNG | Renewable Natural Gas |
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| 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 |
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| SMRP | Safety Modification and Replacement Program |
| SMS | Safety Management System |
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| 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 | Transmission, Distribution and Storage System Improvement Charge |
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| VIE | Variable Interest Entity |
WAM | Work and Asset Management |
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Note regarding forward-looking statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to,
statements concerning our plans, strategies, objectives, expected performance, expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are other than statements of historical fact. Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "would," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "forecast," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially.
Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Quarterly Report on Form 10-Q include, among other things:
•our ability to execute our business plan or growth strategy, including utility infrastructure investments;
•potential incidents and other operating risks associated with our business;
•our ability to work successfully with our third-party investors;
•our ability to adapt to, and manage costs related to, advances in technology, including alternative energy sources and changes in laws and regulations;
•our increased dependency on technology;
•impacts related to our aging infrastructure;
•our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses;
•the success of our electric generation strategy;
•construction risks and supply risks;
•fluctuations in demand from residential and commercial customers;
•fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demand;
•our ability to attract, retain or re-skill a qualified, diverse workforce and maintain good labor relations;
•our ability to manage new initiatives and organizational changes;
•the actions of activist stockholders;
•the performance and quality of third-party suppliers and service providers;
•potential cybersecurity attacks or security breaches;
•increased requirements and costs related to cybersecurity;
•any damage to our reputation;
•the impacts of natural disasters, potential terrorist attacks or other catastrophic events;
•the physical impacts of climate change and the transition to a lower carbon future;
•our ability to manage the financial and operational risks related to achieving our carbon emission reduction goals, including our Net Zero Goal (as defined below);
•our debt obligations;
•any changes to our credit rating or the credit rating of certain of our subsidiaries;
•adverse economic and capital market conditions, including increases in inflation or interest rates, recession, or changes in investor sentiment;
•economic regulation and the impact of regulatory rate reviews;
•our ability to obtain expected financial or regulatory outcomes;
•economic conditions in certain industries;
•the reliability of customers and suppliers to fulfill their payment and contractual obligations;
•the ability of our subsidiaries to generate cash;
•pension funding obligations;
•potential impairments of goodwill;
•the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation;
•compliance with changes in, or new interpretations of applicable laws, regulations and tariffs;
•the cost of compliance with environmental laws and regulations and the costs of associated liabilities;
•changes in tax laws or the interpretation thereof;
•and other matters set forth in Item 1, "Business," Item 1A, "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this report, some of which risks are beyond our control.
In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.
PART I
ITEM 1. FINANCIAL STATEMENTS
NiSource Inc.
Condensed Statements of Consolidated Income (unaudited)
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| Three Months Ended March 31, |
| (in millions, except per share amounts) | 2024 | | 2023 | |
| Operating Revenues | | | |
| Customer revenues | $ | | | | $ | | | |
| Other revenues | | | | | | |
| Total Operating Revenues | | | | | | |
| Operating Expenses | | | | |
| Cost of energy | | | | | | |
| Operation and maintenance | | | | | | |
| Depreciation and amortization | | | | | | |
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| Other taxes | | | | | | |
| Total Operating Expenses | | | | | | |
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| Operating Income | | | | | | |
| Other Income (Deductions) | | | | |
| Interest expense, net | () | | | () | | |
| Other, net | | | | | | |
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| Total Other Deductions, Net | () | | | () | | |
| Income before Income Taxes | | | | | | |
| Income Taxes | | | | | | |
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| Net Income | | | | | | |
Net income (loss) attributable to noncontrolling interest | | | | | | |
| Net Income Attributable to NiSource | | | | | | |
| Preferred dividends | () | | | () | | |
| Preferred redemption premium | () | | | | | |
| Net Income Available to Common Shareholders | | | | | | |
| Earnings Per Share | | | | |
Basic Earnings Per Share | $ | | | | $ | | | |
| Diluted Earnings Per Share | $ | | | | $ | | | |
| Basic Average Common Shares Outstanding | | | | | | |
| Diluted Average Common Shares | | | | | | |
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 March 31, |
| (in millions, net of taxes) | 2024 | | 2023 | |
| Net Income | $ | | | | $ | | | |
| Other comprehensive income: | | | | |
Net unrealized loss on available-for-sale debt securities(1) | () | | | | | |
Reclassification adjustment for cash flow hedges(2) | () | | | | | |
Unrecognized pension and OPEB benefit (costs)(3) | | | | | | |
| Total other comprehensive income (loss) | () | | | | | |
| Comprehensive Income | $ | | | | $ | | | |
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(1) million tax benefit and $ million tax expense in the first quarter of 2024 and 2023, respectively.
(2)Reclassification million tax benefit and $ million tax benefit in the first quarter of 2024 and 2023, respectively.
(3) million of tax expense and $ million tax expense in the first quarter of 2024 and 2023, 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) | March 31, 2024 | | December 31, 2023 |
| ASSETS | | | |
| Property, Plant and Equipment | | | |
| Plant | $ | | | | $ | | |
| Accumulated depreciation and amortization | () | | | () | |
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Net Property, Plant and Equipment(1) | | | | | |
| Investments and Other Assets | | | |
| Unconsolidated affiliates | | | | | |
Available-for-sale debt securities (amortized cost of $ and $, allowance for credit losses of $ and $, respectively) | | | | | |
| Other investments | | | | | |
| Total Investments and Other Assets | | | | | |
| Current Assets | | | |
| Cash and cash equivalents | | | | | |
| Restricted cash | | | | | |
| Accounts receivable | | | | | |
| Allowance for credit losses | () | | | () | |
| Accounts receivable, net | | | | | |
Gas storage | | | | | |
| Materials and supplies, at average cost | | | | | |
| Electric production fuel, at average cost | | | | | |
| Exchange gas receivable | | | | | |
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| Regulatory assets | | | | | |
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| Deposits to renewable generation asset developer | | | | | |
| Prepayments and other | | | | | |
Total Current Assets(1) | | | | | |
| Other Assets | | | |
| Regulatory assets | | | | | |
| Goodwill | | | | | |
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(1) million and $ million at March 31, 2024 and December 31, 2023, respectively, of current liabilities and $ million and $ million at March 31, 2024 and December 31, 2023, respectively, of other liabilities of consolidated VIEs that creditors do not have recourse to our general credit. Refer to Note 4, "Noncontrolling Interests," for additional information.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
| | | | | | | | | | | |
Three Months Ended March 31, (in millions) | 2024 | | 2023 |
| Operating Activities | | | |
| Net Income | $ | | | | $ | | |
Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | | | |
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| Depreciation and amortization | | | | | |
| Deferred income taxes and investment tax credits | | | | | |
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Payments for asset retirement obligations | () | | | () | |
| Other adjustments | | | | | |
| Changes in Assets and Liabilities: | | | |
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| Components of working capital | () | | | | |
| Regulatory assets/liabilities | | | | | |
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| Deferred charges and other noncurrent assets | () | | | () | |
| Other noncurrent liabilities and deferred credits | () | | | () | |
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| Net Cash Flows from Operating Activities | | | | | |
| Investing Activities | | | |
| Capital expenditures | () | | | () | |
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Milestone payments to renewable generation asset developer | () | | | () | |
| Other investing activities | () | | | () | |
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| Net Cash Flows used for Investing Activities | () | | | () | |
| Financing Activities | | | |
Proceeds from issuance of long-term debt | | | | | |
Repayments of finance lease obligations | () | | | () | |
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Repayment of short term credit agreements | () | | | | |
Net change in commercial paper and other short-term borrowings
| () | | | () | |
| Issuance of common stock, net of issuance costs | | | | | |
| Redemption of preferred stock | () | | | | |
| Preferred stock redemption premium | () | | | | |
Equity costs, premiums and other debt related costs | () | | | () | |
Contributions from noncontrolling interests | | | | | |
Distributions to noncontrolling interests | () | | | () | |
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| Dividends paid - common stock | () | | | () | |
| Dividends paid - preferred stock | () | | | () | |
| Contract liability payment | | | | () | |
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| Net Cash Flows from Financing Activities | () | | | | |
| Change in cash, cash equivalents and restricted cash | () | | | | |
| Cash, cash equivalents and restricted cash at beginning of period | | | | | |
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | | | | $ | | |
Reconciliation to Balance Sheet
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Three Months Ended March 31, (in millions) | 2024 |
| Cash and cash equivalents | |
| Restricted Cash | |
| Total Cash, Cash Equivalents and Restricted Cash | |
Supplemental Disclosures of Cash Flow Information
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Three Months Ended March 31, (in millions) | 2024 | | 2023 |
| Non-cash transactions: | | | |
| Capital expenditures included in current liabilities | $ | | | | $ | | |
| Dividends declared but not paid | | | | | |
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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)
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| (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 January 1, 2024 | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Comprehensive Income: | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, net of tax | | | | | | | | | | | | | | | | () | | | | | | () | |
| Dividends: | | | | | | | | | | | | | | | |
Common stock ($ per share) | | | | | | | | | | | | | () | | | | | | | | | () | |
Preferred stock (See Note 6) | | | | | | | | | | | | | () | | | | | | | | | () | |
Noncontrolling Interests: | | | | | | | | | | | | | | | |
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| Distributions to noncontrolling interests | | | | | | | | | | | | | | | | | | | () | | | () | |
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Stock issuances (redemptions): | | | | | | | | | | | | | | | |
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Series B and B-1 Preferred Stock Redemption | | | | () | | | | | | | | | | | | | | | | | | () | |
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Series B and B-1 Preferred stock redemption premium | | | | | | | | | | | | | () | | | | | | | | | () | |
| Employee stock purchase plan | | | | | | | | | | | | | | | | | | | | | | | |
| Long-term incentive plan | | | | | | | | | | | | | | | | | | | | | | | |
| 401(k) and profit sharing | | | | | | | | | | | | | | | | | | | | | | | |
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| Balance as of March 31, 2024 | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
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| (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 January 1, 2023 | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Comprehensive Income: | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income, net of tax | | | | | | | | | | | | | | | | | | | | | | | |
| Dividends: | | | | | | | | | | | | | | | |
Common stock ($ per share) | | | | | | | | | | | | | () | | | | | | | | | () | |
Preferred stock (See Note 6) | | | | | | | | | | | | | () | | | | | | | | | () | |
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Noncontrolling Interests: | | | | | | | | | | | | | | | |
Contributions from noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | |
| Distributions to noncontrolling interest | | | | | | | | | | | | | | | | | | | () | | | () | |
| Stock issuances: | | | | | | | | | | | | | | | |
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| Employee stock purchase plan | | | | | | | | | | | | | | | | | | | | | | | |
| Long-term incentive plan | | | | | | | | | | () | | | | | | | | | | | | () | |
| 401(k) and profit sharing | | | | | | | | | | | | | | | | | | | | | | | |
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| Balance as of March 31, 2023 | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
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ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Equity (unaudited) (continued)
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| Preferred | | Common |
Shares (in thousands) | Shares | | Shares | | Treasury | | Outstanding |
| Balance as of January 1, 2024 | | | | | | | () | | | | |
Issued (Redeemed): | | | | | | | |
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| Employee stock purchase plan | | | | | | | | | | | |
| Long-term incentive plan | | | | | | | | | | | |
| 401(k) and profit sharing | | | | | | | | | | | |
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Series B and B-1 Preferred Stock | () | | | | | | | | | | |
| Balance as of March 31, 2024 | | | | | | | () | | | | |
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| Preferred | | Common |
Shares (in thousands) | Shares | | Shares | | Treasury | | Outstanding |
| Balance as of January 1, 2023 | | | | | | | () | | | | |
| Issued: | | | | | | | |
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| Employee stock purchase plan | | | | | | | | | | | |
| Long-term incentive plan | | | | | | | | | | | |
| 401(k) and profit sharing | | | | | | | | | | | |
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| Balance as of March 31, 2023 | | | | | | | () | | | | |
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
1. Basis of Accounting Presentation
2. Recent Accounting Pronouncements
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
| | $ | | | | $ | | | | $ | | | | Commercial | | | | | | | | | | | |
| Industrial | | | | | | | | | | | |
| Off-system | | | | | | | | | | | |
| Wholesale | | | | | | | | | | | |
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Miscellaneous(1) | | | | | | | | | | | |
| Subtotal | $ | | | | $ | | | | $ | | | | $ | | |
Electric Generation and Power Delivery | | | | | | | |
| Residential | $ | — | | | $ | | | | $ | — | | | $ | | |
| Commercial | — | | | | | | — | | | | |
| Industrial | — | | | | | | — | | | | |
| Wholesale | — | | | | | | — | | | | |
| Public Authority | — | | | | | | — | | | | |
Miscellaneous(1) | — | | | | | | — | | | | |
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| Subtotal | $ | — | | | $ | | | | $ | — | | | $ | | |
Total Customer Revenues(2) | | | | | | | | | |
Other Revenues(3) | | | | | | | | | | | |
| Total Operating Revenues | $ | | | | $ | | | | $ | | | | $ | | |
(1)Amounts included in Columbia Operations are primarily related to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations are primarily related to revenue refunds, public repairs and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 17, "Business Segment Information," for discussion of intersegment revenues. (3)Amounts included in Columbia Operations primarily relate to weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to MISO multi-value projects and revenue from non-jurisdictional transmission assets. |
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Three months ended March 31, 2023 (in millions) | Columbia Operations | | NIPSCO Operations | | Corporate and Other | | Total |
| Gas Distribution | | | | | | | |
| Residential | $ | | | | $ | | | | $ | | | | $ | | |
| Commercial | | | | | | | | | | | |
| Industrial | | | | | | | | | | | |
| Off-system | | | | | | | | | | | |
| Wholesale | | | | | | | | | | | |
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Miscellaneous(1) | | | | | | | | | | | |
| Subtotal | $ | | | | $ | | | | $ | | | | $ | | |
Electric Generation and Power Delivery | | | | | | | |
| Residential | $ | — | | | $ | | | | $ | — | | | $ | | |
| Commercial | — | | | | | | — | | | | |
| Industrial | — | | | | | | — | | | | |
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| Wholesale | — | | | | | | — | | | | |
| Public Authority | — | | | | | | — | | | | |
Miscellaneous(1) | — | | | | | | — | | | | |
| Subtotal | $ | — | | | $ | | | | $ | — | | | $ | | |
Total Customer Revenues(2) | | | | | | | | | | | |
Other Revenues(3) | | | | | | | | | | | |
| Total Operating Revenues | $ | | | | $ | | | | $ | | | | $ | | |
(1)Amounts included in Columbia Operations are primarily related to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations, are primarily related to revenue refunds, public repairs and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 17, "Business Segment Information," for discussion of intersegment revenues. (3)Amounts included in Columbia Operations are primarily relate to weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to MISO multi-value projects and revenue from non-jurisdictional transmission assets. |
| | | | |
| | | | |
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
| | $ | | |
| Balance as of March 31, 2024 | | | | | |
)
| | | | $ | | |
4. Noncontrolling Interests
Variable Interest Entities. MW and MW of nameplate capacity, respectively. NIPSCO is also a member of joint ventures that own two solar facilities, Indiana Crossroads Solar and Dunns Bridge I, which have a combined MW of nameplate capacity. We have determined that these joint ventures are VIEs. We control decisions that are significant to these entities' ongoing operations and economic results. Therefore, we have concluded that NIPSCO is the primary beneficiary and have consolidated all four entities.
% of the electricity generated by our commercially operational JVs.We did not provide any financial or other support during the quarter that was not previously contractually required, nor do we expect to provide such support in the future.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
| | $ | | | | Current assets | | | | | |
|
Total assets(1) | | | | | |
| Current liabilities | | | | | |
| Asset retirement obligations | | | | | |
|
|
|
|
| |
6. Equity
million of our common stock. On February 23, 2024, under the ATM program, 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. On February 23, 2024, the forward purchaser under our forward sale agreement borrowed shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $ per share. We may settle the forward sale agreement in shares, cash or net shares by December 20, 2024. Had we settled all the shares under the forward sale agreement at March 31, 2024, we would have received approximately $ million, based on a net price of $ per share. As of March 31, 2024, the ATM program (inclusive of the forward sale agreement) had approximately $ million of equity available for issuance. The program expires on December 31, 2025.
Preferred Stock. Dividends declared per share for the Series A Preferred Stock were and $ during the three months ended March 31, 2024 and 2023, respectively. Dividends declared per share for the Series B Preferred Stock were $ and $ during the three months ended March 31, 2024 and 2023, respectively.
outstanding shares of Series A Preferred Stock for a redemption price of $ per share or $ million in total.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
outstanding shares of Series B Preferred Stock for a redemption price of $ per share and all outstanding shares of Series B-1 Preferred Stock for a redemption price of $ per share or $ million in total. Following the redemption, dividends ceased to accrue on the shares of Series B Preferred Stock, shares of the Series B Preferred Stock and Series B-1 Preferred Stock were no longer deemed outstanding and all rights of the holders of such shares of Series B Preferred Stock and Series B-1 Preferred Stock terminated. In conjunction with the redemption, we recorded a $ million preferred stock redemption premium, calculated as the difference between the carrying value on the redemption date of the Series B Preferred Stock and Series B-1 Preferred Stock and the total amount of consideration paid to redeem, which was recorded as a reduction to retained earnings during the first quarter of 2024. We did not recognize an excise tax liability under the IRA in connection with this redemption as we expect to issue common stock under the ATM program in 2024 in excess of the fair value of the Series B Preferred Stock and Series B-1 Preferred Stock redeemed.
In March 2024, we filed a Certificate of Elimination to our Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to eliminate from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series B Preferred Stock and the Certificate of Designations with respect to the Series B-1 Preferred Stock. As a result, the shares that were previously designated as Series B Preferred Stock and the shares that were previously designated as Series B-1 Preferred Stock were returned to the status of authorized but unissued shares of preferred stock, par value $ per share, without designation as to series. The Certificate of Elimination does not change the total number of authorized shares of capital stock of NiSource or the total number of authorized shares of preferred stock. We voluntarily delisted the preferred stock from the New York Stock Exchange.
Equity Units. On December 1, 2023, we issued shares of our common stock under the purchase contract component of the Corporate Units. As of December 1, 2023, each holder of Corporate Units was deemed to have automatically delivered to us the related Series C Mandatory Convertible Preferred Stock that were components of the Corporate Units in full satisfaction of such holder’s obligations under the related purchase contract, and all shares of Series C Mandatory Convertible Preferred Stock were returned to the status of authorized but unissued preferred stock, par value of $ per share, without designation as to series. We voluntarily delisted the Corporate Units from the New York Stock Exchange.
7. Short-Term Borrowings
billion and is comprised of a syndicate of banks. We had outstanding borrowings under this facility as of March 31, 2024 and December 31, 2023. Commercial Paper Program. On February 9, 2024 we increased our commercial paper program limit from $ billion to $ billion. We had $ million and $ million of commercial paper outstanding with weighted-average interest rates of % and % as of March 31, 2024 and December 31, 2023, respectively.
Accounts Receivable Transfer Programs. Columbia of Ohio, NIPSCO, and Columbia of Pennsylvania each maintain a receivables agreement whereby they transfer their customer accounts receivables to third-party financial institutions through consolidated special purpose entities. The agreements expire between June 2024 and October 2024 and may be further extended if mutually agreed to by the parties thereto.
All receivables transferred to third parties are valued at face value, which approximates fair value due to their short-term nature. The amount of the undivided percentage ownership interest in the accounts receivables transferred is determined in part by required loss reserves under the agreements.
Transfers of accounts receivable are accounted for as secured borrowings resulting in the recognition of short-term borrowings on the Condensed Consolidated Balance Sheets (unaudited). As of March 31, 2024, the maximum amount of debt that could be borrowed related to our accounts receivable programs was $ million.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
and $ million of short-term borrowings related to the securitization transactions as of March 31, 2024 and December 31, 2023, respectively.For the three months ended March 31, 2024 and 2023, $ million and $ million, respectively were recorded as cash flows used for financing activities related to the change in short-term borrowings due to securitization transactions. For the accounts receivable transfer programs, we pay used facility fees for amounts borrowed, unused commitment fees for amounts not borrowed, and upfront renewal fees. Fees associated with the securitization transactions were $ million and $ million for the three months ended March 31, 2024 and 2023, respectively. Columbia of Ohio, NIPSCO and Columbia of Pennsylvania remain responsible for collecting on the receivables securitized, and the receivables cannot be transferred to another party.
Term Credit Agreements. At December 31, 2023, we had $ billion, and $ million outstanding under term credit agreements with interest rates of % and %, respectively. On January 3, 2024, we terminated and repaid in full our $ billion term credit agreement and our $ million term credit agreement with proceeds from the NIPSCO Minority Interest Transaction.
Items listed above, excluding the term credit agreements, are presented net in the Condensed Statements of Consolidated Cash Flows (unaudited) as their maturities are less than 90 days.
8. Long-Term Debt
million of % senior unsecured notes maturing in 2034, which resulted in approximately $ million of net proceeds after discount and debt issuance costs.
9. Gas in Storage
million and respectively, for the periods ended March 31, 2024 and December 31, 2023, for certain gas distribution companies recorded within "Prepayments and other" on the Condensed Consolidated Balance Sheets (unaudited).10. Regulatory Matters
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
million and a decrease to depreciation expense of $ million for the three months ended March 31, 2024 and 2023, respectively. Following the implementation of the electric base rate case, we began recognizing amounts to recover our investments of projects that have been placed in service. Refer to Note 4, "Noncontrolling Interests," for additional information.11. Risk Management Activities
We are exposed to certain risks relating to our ongoing business operations; namely commodity price risk and interest rate risk. We recognize that the prudent and selective use of derivatives may help to lower our cost of debt capital, manage our interest rate exposure and limit volatility in the price of natural gas.
| | $ | | | | $ | | | | $ | | | | Total | $ | | | | $ | | | | $ | | | | $ | | |
Noncurrent(2) | | | | | | | |
| | | | |
| Derivatives not designated as hedging instruments | $ | | | | $ | | | | $ | | | | $ | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
(1)Current assets and liabilities are presented in "Prepayments and other" and "Other accruals", respectively, on the Condensed Consolidated Balance Sheets (unaudited).
(2)Noncurrent assets and liabilities are presented in "Deferred charges and other" and "Other noncurrent liabilities and deferred credits", respectively, on the Condensed Consolidated Balance Sheets (unaudited).
Our derivative instruments are subject to enforceable master netting arrangements or similar agreements. No collateral was either received or posted related to our outstanding derivative positions at March 31, 2024. If the above gross asset and liability positions were presented net of amounts owed or receivable from counterparties, we would report a net asset position of $ million and $ million at March 31, 2024 and December 31, 2023, respectively.
All gains and losses on derivative contracts are deferred as regulatory liabilities or assets and are remitted to or collected from customers through NIPSCO's and Columbia of Pennsylvania's quarterly GCA mechanisms.
Derivatives Not Designated as Hedging Instruments
Commodity price risk management. We, along with our utility customers, are exposed to variability in cash flows associated with natural gas purchases and volatility in natural gas prices. We purchase natural gas for sale and delivery to our retail, commercial and industrial customers, and for most customers the variability in the market price of gas is passed through in their rates. Some of our utility subsidiaries offer programs whereby variability in the market price of gas is assumed by the respective utility. The objective of our commodity price risk programs is to mitigate the gas cost variability on behalf of our customers, associated with natural gas purchases or sales by economically hedging the various gas cost components using a combination of futures, options, forwards or other derivative contracts. At March 31, 2024 and December 31, 2023, we had MMDth and MMDth, respectively, of net energy derivative volumes outstanding related to our natural gas hedges.
NIPSCO has received IURC approval to lock in a fixed price for its natural gas customers using long-term forward purchase instruments and is limited to % of NIPSCO's average annual GCA purchase volume. As of March 31, 2024, the remaining terms of these instruments range from one to . Likewise, Columbia of Pennsylvania has received approval for a 24-month rolling hedge program. The hedging program was executed in December 2023, with an effective date of April 1, 2024 and will continue in perpetuity. The program is designed to financially hedge approximately % of the customer’s annual demand. All gains and losses on these derivative contracts are deferred as regulatory liabilities or assets and are remitted to or collected from customers through the relevant cost recovery mechanism.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
| | $ | | | | Regulatory Liabilities | | | |
| Gains on commodity price risk programs | | | | | |
Derivatives Designated as Hedging Instruments
Interest rate risk management. As of March 31, 2024 and December 31, 2023 we had no active interest rate swap positions. The overall net gain related to our multiple settled interest rate swaps is recorded in AOCI. We amortize the net gain over the life of the debt associated with these swaps as we recognize interest expense. These amounts are immaterial for the three months ended March 31, 2024 and 2023 and are recorded in "Interest expense, net" on the Condensed Statements of Consolidated Income (unaudited). Amounts expected to be reclassified to earnings during the next twelve months are immaterial. See Note 16, "Accumulated Other Comprehensive Loss," for additional information.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
12. Fair Value
| | $ | | | | $ | | | | $ | | | | | | | |
| Available-for-sale debt securities | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| Liabilities | | | | | | | |
| | | | |
| Risk management liabilities | $ | | | | $ | | | | $ | | | | $ | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Recurring Fair Value Measurements December 31, 2023 (in millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Balance as of December 31, 2023 |
| Assets | | | | | | | |
| | | | |
| | | | |
| Risk management assets | $ | | | | $ | | | | $ | | | | $ | | |
| | | | |
| | | | |
| Available-for-sale debt securities | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| Liabilities | | | | | | | |
| | | | |
| Risk management liabilities | $ | | | | $ | | | | $ | | | | $ | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
Risk Management Assets and Liabilities. Risk management assets and liabilities include exchange-traded NYMEX futures and NYMEX options and non-exchange-based forward purchase contracts.
Level 1- When utilized, exchange-traded derivative contracts are based on unadjusted quoted prices in active markets and are classified within Level 1. These financial assets and liabilities are secured with cash on deposit with the exchange; therefore, nonperformance risk has not been incorporated into these valuations. These financial assets and liabilities are deemed to be cleared and settled daily by NYMEX as the related cash collateral is posted with the exchange. As a result of this exchange rule, NYMEX derivatives are considered to have no fair value at the balance sheet date for financial reporting purposes, and are presented in Level 1 net of posted cash; however, the derivatives remain outstanding and are subject to future commodity price fluctuations until they are settled in accordance with their contractual terms.
Level 2- Certain non-exchange-traded derivatives are valued using broker or over-the-counter, on-line exchanges. In such cases, these non-exchange-traded derivatives are classified within Level 2. Non-exchange-based derivative instruments include swaps, forwards, and options. In certain instances, these instruments may utilize models to measure fair value. We use a similar model to value similar instruments. Valuation models utilize various inputs that include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability and market-corroborated inputs, (i.e., inputs derived principally from or corroborated by observable market data by correlation or other means). Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized within Level 2.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
material transfers between fair value hierarchies. Additionally, there were no changes in the method or significant assumptions used to estimate the fair value of our financial instruments.NIPSCO and Columbia of Pennsylvania have entered into long-term forward natural gas purchase instruments to lock in a fixed price for natural gas customers. We value these contracts using a pricing model that incorporates market-based information when available, as these instruments trade less frequently and are classified within Level 2 of the fair value hierarchy. For additional information, see Note 11, "Risk Management Activities."
Available-for-Sale Debt Securities. Available-for-sale debt securities are investments pledged as collateral for trust accounts related to our wholly owned insurance company. We value U.S. Treasury, corporate debt and mortgage-backed securities using a matrix pricing model that incorporates market-based information. These securities trade less frequently and are classified within Level 2.
Our available-for-sale debt securities impairments are recognized periodically using an allowance approach. At each reporting date, we utilize a quantitative and qualitative review process to assess the impairment of available-for-sale debt securities at the individual security level. For securities in a loss position, we evaluate our intent to sell or whether it is more-likely-than-not that we will be required to sell the security prior to the recovery of its amortized cost. If either criteria is met, the loss is recognized in earnings immediately, with the offsetting entry to the carrying value of the security. If both criteria are not met, we perform an analysis to determine whether the unrealized loss is related to credit factors. The analysis focuses on a variety of factors that include, but are not limited to, downgrade on ratings of the security, defaults in the current reporting period or projected defaults in the future, the security's yield spread over treasuries, and other relevant market data. If the unrealized loss is not related to credit factors, it is included in other comprehensive income. If the unrealized loss is related to credit factors, the loss is recognized as credit loss expense in earnings during the period, with an offsetting entry to the allowance for credit losses. The amount of the credit loss recorded to the allowance account is limited by the amount at which the security's fair value is less than its amortized cost basis. If certain amounts recorded in the allowance for credit losses are deemed uncollectible, the allowance on the uncollectible portion will be charged off, with an offsetting entry to the carrying value of the security. Subsequent improvements to the estimated credit losses of available-for-sale debt securities will be recognized immediately in earnings. As of March 31, 2024 and December 31, 2023, we have $ million and $ million, respectively, recorded as an allowance for credit losses on available-for-sale debt securities as a result of the analysis described above. Continuous credit monitoring and portfolio credit balancing mitigates our risk of credit losses on our available-for-sale debt securities.
| | $ | | | | $ | () | | | $ | | | | $ | | | | Corporate/Other debt securities | | | | | | | () | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
| | | | | | | | | |
December 31, 2023 (in millions) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses(2) | | Allowance for Credit Losses | | Fair Value |
| Available-for-sale debt securities | | | | | | | | | |
| U.S. Treasury debt securities | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
| Corporate/Other debt securities | | | | | | | () | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
(1)Fair value of U.S. Treasury debt securities and Corporate/Other debt securities in an unrealized loss position without an allowance for credit losses is $ million and $ million, respectively, at March 31, 2024.
(2)Fair value of U.S. Treasury debt securities and Corporate/Other debt securities in an unrealized loss position without an allowance for credit losses is $ million and $ million, respectively, at December 31, 2023.
The cost of maturities sold is based upon specific identification. Realized gains and losses on available-for-sale securities were $ million and immaterial for the three months ended March 31, 2024 and 2023, respectively.
Non-recurring Fair Value Measurements
We measure the fair value of certain assets, primarily goodwill, on a non-recurring basis, typically when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
B. Other Fair Value Disclosures for Financial Instruments. The carrying amount of cash and cash equivalents, restricted cash, notes receivable, customer deposits and short-term borrowings is a reasonable estimate of fair value due to their liquid or short-term nature. Our long-term borrowings are recorded at historical amounts.
The following method and assumptions were used to estimate the fair value of each class of financial instruments.
Long-term Debt. The fair value of outstanding long-term debt is estimated based on the quoted market prices for the same or similar securities. Certain premium costs associated with the early settlement of long-term debt are not taken into consideration in determining fair value. These fair value measurements are classified within Level 2 of the fair value hierarchy. As of March 31, 2024, there was no change in the method or significant assumptions used to estimate the fair value of long-term debt.
| | $ | | | | $ | | | | $ | | |
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
13. Income Taxes
% and %, respectively. These effective tax rates differ from the federal statutory tax rate of % primarily due to renewable partnership income, amortization of excess deferred federal income tax liabilities, as specified in the TCJA, tax credits, state flow through, and other permanent book-to-tax differences.The decrease in the three month effective tax rate of % in 2024 compared to 2023 is primarily attributed to the lower renewable partnership income, jurisdictional mix of pre-tax book income, offset by lower amortization of excess deferred federal income tax liabilities.
As of March 31, 2024, there have been no material changes to our unrecognized tax benefits or possible changes that could reasonably be expected to occur during the next twelve months. See Note 15 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of these unrecognized tax benefits.
14. Pension and Other Postemployment Benefits
million and $ million, respectively to our pension plans and $ million and $ million, respectively to our OPEB plans. | | $ | | | | $ | | | | $ | | | | Interest cost | | | | | | | | | | | |
| Expected return on assets | () | | | () | | | () | | | () | |
| Amortization of prior service credit | | | | | | | () | | | () | |
| Recognized actuarial loss | | | | | | | | | | | |
| | | | |
| Total Net Periodic Benefit Cost | $ | | | | $ | | | | $ | | | | $ | | |
(1)The service cost component and all non-service cost components of net periodic benefit (income) cost are presented in "Operation and maintenance" and "Other, net," respectively, on the Condensed Statements of Consolidated Income (unaudited). |
15. Other Commitments and Contingencies
A. million for the benefit of third parties.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
million and $ million, respectively. The amount of each guaranty will decrease upon the substantial completion of the construction of the facilities. See ''- D. Other Matters - Generation Transition,'' below for more information.B. Legal Proceedings. From time to time, various legal and regulatory claims and proceedings are pending or threatened against the Company and its subsidiaries. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company establishes reserves whenever it believes it to be appropriate for pending litigation matters. However, the actual results of resolving the pending litigation matters may be substantially higher than the amounts reserved. If one or more matters were decided against us, the effects could be material to our results of operations in the period in which we would be required to record or adjust the related liability and could also be material to our cash flows in the periods that we would be required to pay such liability. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim, proceeding or investigation would not have a material adverse effect on our results of operations, financial position or liquidity.
Other Claims and Proceedings. We are also party to other claims, regulatory and legal proceedings arising in the ordinary course of business in each state in which we have operations, and based upon an investigation of these matters and discussion with legal counsel, we believe the ultimate outcome of such other legal proceedings to be individually, or in aggregate, not material at this time.
C.
million and $ million, respectively, to cover environmental remediation at various sites. This liability is included in "Other accruals" and "Other noncurrent liabilities and deferred credits" in the Condensed Consolidated Balance Sheets (unaudited). We recognize costs associated with environmental remediation obligations when the incurrence of such costs is probable and the amounts can be reasonably estimated. The original estimates for remediation activities may differ materially from the amount ultimately expended. The actual future expenditures depend on many factors, including laws and regulations, the nature and extent of impact and the method of remediation. These expenditures are not currently estimable at some sites. We periodically adjust our liability as information is collected and estimates become more refined. CERCLA. Our subsidiaries are potentially responsible parties at waste disposal sites under CERCLA and similar state laws. Under CERCLA, each potentially responsible party can be held jointly, severally and strictly liable for the remediation costs as the EPA, or state, can allow the parties to pay for remedial action or perform remedial action themselves and request reimbursement from the potentially responsible parties. Our affiliates have retained CERCLA environmental liabilities, including remediation liabilities, associated with certain current and former operations. At this time, we cannot estimate the full cost of remediating properties that have not yet been investigated, but it is possible that the future costs could be material to the Condensed Consolidated Financial Statements (unaudited).
MGP. We maintain a program to identify and investigate former MGP sites where our subsidiaries or predecessors may have liability. The program has identified such sites where liability is probable. Remedial actions at many of these sites are being overseen by state or federal environmental agencies through consent agreements or voluntary remediation agreements.
We utilize a probabilistic model to estimate our future remediation costs related to MGP sites. The model was prepared with the assistance of a third party and incorporates our experience and general industry experience with remediating MGP sites. We complete an annual refresh of the model in the second quarter of each fiscal year. Our total estimated liability related to the facilities subject to remediation was $ million and $ million at March 31, 2024 and December 31, 2023, respectively. The liability represents our best estimate of the probable cost to remediate the MGP sites. Our model indicates that it is reasonably possible that remediation costs could vary by as much as $ million in addition to the costs noted above. Remediation costs are estimated based on the best available information, applicable remediation standards at the balance sheet date and experience with similar facilities.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
D.
million payment to the developer.
16. Accumulated Other Comprehensive Loss
) | | $ | () | | | $ | () | | | $ | () | | Other comprehensive loss before reclassifications | () | | | () | | | () | | | () | |
| Amounts reclassified from accumulated other comprehensive loss | | | | | | | | | | | |
Net current-period other comprehensive income (loss) | () | | | () | | | | | | () | |
| | | | |
| Balance as of March 31, 2024 | $ | () | | | $ | () | | | $ | () | | | $ | () | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | | (1)All amounts are net of tax. Amounts in parentheses indicate debits.
| | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | Gains and Losses on Securities(1) | | Gains and Losses on Cash Flow Hedges(1) | | Pension and OPEB Items(1) | | Accumulated Other Comprehensive Loss(1) |
| Balance as of January 1, 2023 | $ | () | | | $ | () | | | $ | () | | | $ | () | |
| Other comprehensive income (loss) before reclassifications | | | | | | | | | | | |
| Amounts reclassified from accumulated other comprehensive loss | | | | | | | | | | | |
| Net current-period other comprehensive income (loss) | | | | | | | | | | | |
| | | | |
| Balance as of March 31, 2023 | $ | () | | | $ | () | | | $ | () | | | $ | () | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
|
|
|
|
|
)
|
| | | |
| | | | |
) | | () | |
| | | | |
)
|
|
| | 85.8 | | | 9.8 | |
| | | | | | | | |
| | | | | | | | |
|
| 0.77 | | | $ | 0.71 | | | $ | 0.06 | |
| | | | | | | | |
| | | | | | | | |
|
|
| | 87.7 | | | (10.5) | |
| | | | | | | | |
| | | | | | | | |
|
|
|
| | 2,403,546 | | | 10,178 | |
| | | | | | | | | (1) Heating degree figures represent averages of the five jurisdictions served by Columbia Operations.
Comparability of operation and maintenance expenses, depreciation and amortization, and other taxes may be impacted by regulatory, depreciation, and tax trackers that allow for the recovery in rates of certain costs.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Columbia Operations
The underlying reasons for changes in our operating revenues for the three months ended March 31, 2024 compared to the same period in 2023 are presented below.
| | | | | | | |
|
|
| 34.9 | |
|
|
| | |
|
| | |
|
| 43.9 | |
| Operating revenues offset in operating expense | | | |
|
|
| | |
| (95.0) | |
Weather
In general, we calculate the weather-related revenue variance based on changing customer demand driven by weather variance from normal heating degree days, net of weather normalization mechanisms. Our composite heating degree days reported do not directly correlate to the weather-related dollar impact on the results of Columbia Operations. 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 and where 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 heating degree day comparison.
Throughput
The increase in total volumes for the three months ended March 31, 2024, compared to the same period in 2023, is primarily attributable to increased industrial usage.
Commodity Price Impact
Cost of energy for the Columbia Operations segment is principally comprised of the cost of natural gas used while providing transportation and distribution services to customers. All Columbia Operations companies have state-approved recovery mechanisms that provide a means for full recovery of prudently incurred gas costs. These are tracked costs that are passed through directly to the customer, and the gas costs included in revenues are matched with the gas cost expense recorded in the period. The difference is recorded on the Condensed Consolidated Balance Sheets (unaudited) as under-recovered or over-recovered gas cost 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.
Certain of the Columbia Operations companies continue to offer choice opportunities, where customers can choose to purchase gas from a third-party supplier, through regulatory initiatives in their respective jurisdictions.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Columbia Operations
The underlying reasons for changes in our operating expenses for the three months ended March 31, 2024 compared to the same period in 2023 are presented below.
| | | | | | | |
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| (13.7) | |
| | |
| | |
| | |
|
|
| | |
| | |
| | |
|
| | |
| | |
|
| (33.7) | |
| Operating expenses offset in operating revenue | | | |
|
| | |
|
| 105.2 | |
|
| 2023 | | Favorable (Unfavorable) |
| | | | | | | | |
|
| 752.7 | | | $ | 917.2 | | | $ | (164.5) | |
| | | | | | | | |
| | | | | | | | |
|
| | 108.3 | | | (24.4) | |
| | | | | | | | |
| 216.4 | | | $ | 177.0 | | | $ | 39.4 | |
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|
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|
|
| | 3,582.8 | | | 66.1 | |
| | | | | | | | |
| | | | | | | | |
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| | 31.5 | | | (7.7) | |
| | | | | | | | |
|
| | 71.0 | | | (0.8) | |
| | | | | | | | |
| | | | | | | | |
|
| | 2,860 | | | (76) | |
| | | | | | | | |
| | | | | | | | |
| | 860,052 | | | 6,543 | |
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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
The underlying reasons for changes in our operating revenues for the three months ended March 31, 2024 compared to the same period in 2023 are presented below.
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| 68.2 | |
| Operating revenues offset in operating expense | | | |
|
| | |
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| (164.5) | |
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| 203.9 | |
Electric Supply and Generation Transition
NIPSCO continues to execute on an electric generation transition consistent with the 2018 Plan and 2021 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. See "Project Status" discussion, below, and "Liquidity and Capital Resources" in this Management's Discussion for information on anticipated in-service dates related to our electric generation transition and additional information on our capital investment spend.
NIPSCO continues to work with the EPA to obtain an administrative approval associated with the operation of R.M. Schahfer’s remaining two coal units until 2025. In the event that the approval is not obtained, future operations could be impacted. We cannot estimate the financial impact on us if this approval is not obtained. Refer to Item 1A. Risk Factors, "Operational Risks," of the 2023 Annual Report on Form 10-K for further detail.
The current replacement plan is aligned with the Preferred Energy Resource Plan outlined in the 2021 Plan and 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, two wind BTA projects and two solar BTA projects have been placed into service, totaling 1,465 MW of nameplate capacity. NIPSCO has executed commercial agreements for each of the eight remaining identified projects. Dunns Bridge II, Cavalry, Fairbanks, Gibson, GreenRiver, Appleseed, Carpenter and Templeton have received IURC approval. NIPSCO has filed for a new gas peaking facility to be located at R.M. Schahfer Generating Station. On November 22, 2023 the IURC approved NIPSCO's request to convert the Gibson project from a PPA to a BTA. On January 17, 2024 the IURC approved increases to the project costs as well as the full ownership of Cavalry and Dunns Bridge II, allowing NIPSCO to leverage provisions of the IRA to monetize tax credits for the benefit of customers in lieu of utilizing tax equity partnerships. In March 2024, we filed with the IURC to modify the ownership structure for Gibson and Fairbanks solar projects to become fully owned projects and to modify the cost of the Fairbanks project. 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 in 2024 and 2025.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
| | | | | | | | | | | | | | |
Remaining Renewables Projects | Transaction Type | Technology | Nameplate Capacity (MW) | Storage Capacity (MW) |
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Cavalry | BTA | Solar & Storage | 200 | 60 |
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Dunns Bridge II | BTA | Solar & Storage | 435 | 75 |
Fairbanks | BTA | Solar | 250 | — |
Gibson | BTA | Solar | 200 | — |
| | | | |
| Green River | 20 year PPA | Solar | 200 | — |
| Templeton | 20 year PPA | Wind | 200 | — |
| Carpenter | 20 year PPA | Wind | 200 | — |
| Appleseed | 20 year PPA | Solar | 200 | — |
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.
•On December 31, 2023, we consummated the NIPSCO Minority Interest Transaction in exchange for a capital contribution of $2.16 billion in cash. See Note 4, "Noncontrolling Interests,"in the Notes to the Condensed Consolidated Financial Statements (unaudited) for more information.
•On January 3, 2024, we applied the proceeds from the NIPSCO Minority Interest Transaction and repaid in full our $1.0 billion term credit agreement and our $650.0 million term credit agreement. On March 14, 2024 we completed the issuance and sale of $650.0 million of 5.35% senior unsecured notes maturing in 2034, which resulted in approximately $642.6 million of net proceeds after discount and debt issuance costs. See 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 February 22, 2024, we entered into an ATM equity program that provides an opportunity to issue and sell shares of our common stock up to an aggregate issuance of $900.0 million through December 31, 2025. As of March 31, 2024, the ATM program (including the impact of the forward sale agreement) had approximately $700.0 million of equity available for issuance. See Note 6, "Equity," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for more information.
•On March 15, 2024, we redeemed all 20,000 outstanding shares of Series B Preferred Stock for a redemption price of $25,000 per share and all 20,000 outstanding shares of Series B-1 Preferred Stock for a redemption price of $0.01 per share or $500.0 million in total. See Note 6, "Equity," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for more information.
We believe these sources provide adequate capital to fund our operating activities and capital expenditures in 2024 and beyond.
The following table summarizes our cash flow activities:
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| Three Months Ended March 31, |
| (in millions) | 2024 | | 2023 | | Change in 2024 vs 2023 |
| Cash from (used for): | | | | | |
| Operating Activities | $ | 456.2 | | | $ | 683.4 | | | $ | (227.2) | |
| Investing Activities | (723.0) | | | (727.8) | | | 4.8 | |
| Financing Activities | (1,873.8) | | | 117.3 | | | (1,991.1) | |
Operating Activities
The decrease in cash from operating activities was primarily driven by year over year change in accounts receivable collections, inventory and exchange gas receivables due to the impact of lower gas prices, partially offset by higher accounts payables and net income.
Investing Activities
Investing activities have been consistent year over year, and is primarily comprised of capital expenditures related to system growth and reliability and milestone payments to renewable generation asset developers for certain of our BTA projects.
As we evaluate progress on the renewable generation projects, we remain on track to make capital investments totaling $3.3 billion to $3.5 billion during the 2024 period. We also expect to invest approximately $16.4 billion during the 2024-2028 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory Capital Programs. We are in the process of 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 2024, we continue to move forward on core infrastructure and environmental 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:
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| (in millions) | | | | | |
| Investment Period | Filing Date | Costs Covered(1) |
Approved |
| 753.5 | | 4/21-12/23 | 2/26/2024 | Replacement of hazardous service lines, cast iron, wrought iron, uncoated steel, and bare steel pipe. |
| 14.6 | | 1/23-12/23 | 2/28/2024 | Investments necessary to comply with the PHMSA Mega Rule. |
| 482.1 | | 4/21-12/22 | 2/24/2023 | Assets not included in the IRP. |
| 444.9 | | 1/23-8/23 | 10/31/2023 | New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development. |
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| 49.0 | | 1/23-9/23 | 11/29/2023 | Project costs to comply with federal mandates. |
| 166.5 | | 10/22-12/24 | 8/15/2023 | Replacement 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. |
| 41.6 | | 1/23-12/23 | 10/14/2022 | Replacement of mains and inclusion of system safety investments. |
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| 144.8 | | 7/22-1/23 | 3/28/2023 | New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development. |
Pending Commission Approval |
| 514.1 | | 1/23-2/24 | 4/30/2024 | New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development. |
| 767.0 | | 4/21-12/23 | 2/26/2024 | Assets not included in the IRP or PHMSA IRP. |
| 81.9 | | 1/23-12/24 | 10/13/2023 | Replacement of mains and inclusion of system safety investments. |
(1)Programs do not include any costs already included in base rates.
(2) Columbia of Ohio received a final order with rates effective May 2024.
(3)Coincident with the implementation of Step 1 and Step 2 base rates in Cause No. 45772, TDSIC-3 cumulative capital investment of $554.7 million at Step 1 and $74.2 million at Step 2 moved out of this tracker and into base rates.
(4)Columbia of Kentucky placed these rates into effect, as of January 3, 2024, subject to refund, depending on a Commission order ruling on the Application.
Financing Activities
Common Stock and Preferred Stock. Refer to Note 6, "Equity," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on common and preferred stock.
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. We received $2.16 billion upon closing the NIPSCO Minority Interest Transaction. Proceeds from the closing of the NIPSCO Minority Interest Transaction were used to repay short-term debt, including our credit agreements. Under the terms of the LLC Agreement, BIP is obligated to provide up to $250 million in additional capital contributions over a three-year period after the Closing, which obligation is backed by an Equity Commitment Letter from Blackstone. BIP may contribute additional capital above $250 million as necessary to maintain its percentage ownership interest. Refer to Note 4,
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
"Noncontrolling Interests," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on contributions from noncontrolling interest activity.
Sources of Liquidity
The following table displays our liquidity position as of March 31, 2024 and December 31, 2023:
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| (in millions) | March 31, 2024 | December 31, 2023 |
| Current Liquidity | | |
| Revolving Credit Facility | $ | 1,850.0 | | $ | 1,850.0 | |
Accounts Receivable Programs(1) | 419.8 | | 383.9 | |
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(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 ROE for natural gas capital riders (e.g., SMRP) is 9.275%.
(3)Columbia of Virginia's 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 and filings.
(4)New rates were implemented in 2 steps, with implementation of Step 1 rates in September 2022. The Step 2 rates were filed on February 21, 2023, with rates effective March 2023.
(5) New rates will be implemented in 2 steps, with implementation of Step 1 rates in August 2023 and Step 2 rates effective in March 2024, with service provided in February 2024.
(6)On March 20, 2024, NIPSCO filed a unanimous settlement agreement that, if approved, will result in increased incremental revenue of $120.9 million. Pending the approval of the settlement agreement, new rates expected to be implemented in 2 steps, with implementation of Step 1 rates to be effective in September 2024 and Step 2 Rates in March 2025.
(7) Rates expected to be effective on an interim basis and subject to refund.
PHMSA Regulations
We are committed to reducing the environmental impact of our business and promoting sustained environmental stewardship. We seek proactive opportunities for improved environmental performance and are committed to complying with environmental laws and regulations. To fulfill our vision of being a trusted energy provider, we follow safety practices recommended by leading industry organizations. These practices help us identify and address potential risks, resulting in improvements to our operational and environmental safety.
PHMSA Legislation and Regulations
Under the Protecting Our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020, PHMSA has revised, and continues to revise, the pipeline safety regulations to require operators to update, as needed, their existing distribution integrity management plans, emergency response plans, and operation and maintenance plans. PHMSA has also adopted new requirements for managing records and updating, as necessary, existing district regulator stations to eliminate common modes of failure that can lead to over-pressurization.
In May 2023, PHMSA proposed numerous 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 frequency, and expand our existing advanced leak detection program. We continue to evaluate the proposed rule for additional impacts on our business.
In September 2023, PHMSA proposed additional regulatory revisions under the PIPES Act of 2020 to enhance distribution system safety through equipment and procedural expectations. 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory, Environmental and Safety Matters
On November 30, 2023, the House Transportation & Infrastructure Committee introduced new pipeline safety reauthorization legislation known as the PIPES Act of 2023 to reauthorize PHMSA’s safety programs for the next four years. The proposed legislation includes several priorities for our company, including excavation damage prevention grants to improve states’ damage prevention programs, a PHMSA study on blending hydrogen in distribution pipelines, new criminal penalties for intentionally damaging pipeline facilities, and creation of a Voluntary Information Sharing System to allow for industry participants to share learnings and best practices in a protected manner across the pipeline industry.
CCR Regulation
In May 2023, the EPA proposed changes to the CCR regulations for inactive surface impoundments at inactive facilities, referred to as “legacy CCR surface impoundments.” The EPA is also proposing to extend a subset of requirements in the CCR regulations to areas not previously subject to the CCR regulations, referred to as CCR management units (“CCRMUs”). In November 2023, the EPA issued a Notice of Data Availability seeking comment on updated lists of legacy impoundments and CCRMUs, as well as a risk assessment for legacy impoundments and CCRMUs. On April 25, 2024 new EPA rules have been issued and we are evaluating the potential impact on our business.
Climate Change Issues
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 ongoing 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 on an ongoing basis.
Transition Climate Risks. 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 implementation of any final and proposed climate change-related legislation and regulations, including the Infrastructure Investment and Jobs Act ("IIJA"), IRA, EPA's final methane regulations for the oil and natural gas industry, and EPA's proposed Waste Emissions Charge for Petroleum and Natural Gas Systems. We have identified potential opportunities associated with the IIJA and the IRA and are evaluating how they may align with our strategy going forward. The energy-related provisions of the IIJA include new federal funding for power grid infrastructure and resiliency investments, new and existing energy efficiency and weatherization programs, electric vehicle infrastructure for public chargers and additional LIHEAP funding. The IRA contains climate and energy provisions, including funding to decarbonize the electric sector.
The United States is a party to the Paris Agreement, an international treaty through which parties set nationally determined contributions to reduce GHG emissions, build resilience, and adapt to the impacts of climate change. The Biden Administration has set a target for the United States to achieve a 50%-52% GHG reduction from 2005 levels by 2030, which supports the President's goals to create a carbon-free power sector by 2035 and net zero emissions economy no later than 2050. There are many potential pathways to reach these goals.
In December 2023, the U.S. Department of Energy ("DOE") amended the congressionally-mandated efficiency standards for residential home furnaces manufactured after December 2028. We are assessing the potential impacts associated with these new standards.
The DOE has selected two hydrogen hubs in our territories as recipients of funding designated in the IIJA to support the development of regional clean hydrogen hubs. The two hubs are the Midwest Alliance for Clean Hydrogen Hub (MachH2), with potential projects across Illinois, Indiana, Kentucky, Michigan, Missouri, and Wisconsin; and the Appalachian Regional Clean Hydrogen Hub (ARCH2), with potential investments across West Virginia, Ohio, Kentucky, and Pennsylvania. Work is underway to determine what roles our companies may have with these hydrogen hubs.
In May 2023, the EPA released a package of proposed regulatory actions to reduce carbon dioxide emissions from new natural gas-fired electric generating units (EGUs), existing natural gas-fired EGUs, and existing coal-fired EGUs. The EPA finalized the rules on April 25, 2024. We are reviewing the potential impacts of these rules on our business.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory, Environmental and Safety Matters
We also continue to monitor the implementation of any final and proposed state policy. The Virginia Energy Innovation Act, enacted into law in April 2022, and effective July 1, 2022, allows natural gas utilities to supply alternative forms of gas that meet certain standards and reduce emissions intensity. The Act also provides that the costs of enhanced leak detection and repair may be added to a utility’s plan to identify proposed eligible infrastructure replacement projects and related cost recovery mechanisms, known as the SAVE Plan. Furthermore, under the Act, utilities can recover eligible biogas supply infrastructure costs on an ongoing basis. The provisions of these laws may provide opportunities for Columbia of Virginia as it participates in the transition to a lower carbon future.
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 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, and requires the Public Service Commission ("PSC") to complete a study assessing the capacity of gas and electric distribution systems to successfully serve customers under a transition to a highly electrified building sector. The PSC released their report on December 29, 2023, and concluded that high levels of electrification can be handled by Maryland's electric systems through 2031. The Maryland Department of the Environment issued proposed Building Energy Performance Standards (BEPS), which would require net zero direct greenhouse gas emissions from large buildings by 2040 with interim targets. Columbia of Maryland is advocating for compliance pathways that use RNG, hydrogen, and emissions offsets. 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 will continue to monitor these matters, but we cannot predict their final impact on our business at this time.
NIPSCO Gas, Columbia of Maryland, Columbia of Pennsylvania, Columbia of Virginia and Columbia of Kentucky each filed petitions to implement the Green Path Rider, which is a voluntary rider allowing customers to opt in and offset either 50% or 100% of their natural gas related emissions. To reduce the emissions, the utilities will purchase RNG attributes and carbon offsets to match the usage for customers opting into the program. After reaching settlement with other parties in September 2022, NIPSCO agreed to add a third tier to offset 25% of customer usage. The program was approved by the IURC at NIPSCO in November 2022 with a January 2023 start date. Columbia of Virginia received a final order in May 2023, approving the Green Path Rider and began enrolling customers in September 2023. The petitions filed by Columbia of Maryland, Columbia of Pennsylvania, and Columbia of Kentucky were rejected and have not been implemented as of March 31, 2024. Additionally, NIPSCO Electric has a voluntary Green Power Rider program in place that allows customers to designate a portion or all their monthly electric usage to come from power generated by renewable energy sources.
Net Zero Goal. In November 2022, we announced a goal of net zero greenhouse gas emissions by 2040 covering both Scope 1 and Scope 2 GHG emissions ("Net Zero Goal"). Our Net Zero Goal builds on greenhouse gas emission reductions achieved to-date and demonstrates that continued execution of our long-term business plan will drive further greenhouse gas emission reductions. We remain on track to achieve previously announced interim greenhouse gas emission reduction targets by reducing fugitive methane emissions from main and service lines by 50% from 2005 levels by 2025 and reducing Scope 1 GHG emissions from company-wide operations by 90% from 2005 levels by 2030. 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 2023, we had reduced Scope 1 GHG emissions by approximately 72% from 2005 levels.
Our greenhouse gas emissions projections, including achieving a Net Zero Goal, are subject to various assumptions that involve risks and uncertainties. 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 economical to deploy. Should such regulatory and legislative policies, stakeholder environments or technologies fail to materialize, our actual results or ability to achieve our Net Zero Goal, including by 2040, may differ materially.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
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 11, "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, 2024 and December 31, 2023.
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 $2.6 million and $4.5 million for the three months ended March 31, 2024 and 2023, 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 Policy. In addition, Risk Management Committee guidelines are in place which document management approval levels for credit limits, evaluation of 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.
We evaluate the financial status of our banking partners through the use of market-based metrics such as credit default swap pricing levels, and also through traditional credit ratings provided by major credit rating agencies.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
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, 2023. There were no material changes made as of March 31, 2024.
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.
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.
PART II
ITEM 1. LEGAL PROCEEDINGS
For a description of our legal proceedings, see Note 15, "Other Commitments and Contingencies - B. Legal Proceedings," in the Notes to the Condensed Consolidated Financial Statements (unaudited).
ITEM 1A. RISK FACTORS
Please refer to the risk factors set forth in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to such risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
During the three months ended March 31, 2024, no director or Section 16 officer of the Company adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
NiSource Inc.
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| (3.1) | Certificate of Elimination of the Company with respect to the Series B Preferred Stock and the Series B-1 Preferred Stock, dated March 18, 2024 (incorporated by reference to Exhibit 3.1 to the NiSource Inc. Form 8-K filed on March 18, 2024). |
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| (4.1) | |
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| (10.1) |
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| (10.2) | Second Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II LLC, dated January 30, 2024 (incorporated by reference to Exhibit 10.44 to NiSource Inc. Form 10-K filed on February 21, 2024). |
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| (10.3) | |
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| (10.4) | |
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| (10.5) | |
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| (10.6) | |
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| (31.1) | |
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| (31.2) | |
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| (32.1) | |
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| (32.2) | |
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| (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. |
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| (101.SCH) | Inline XBRL Schema Document |
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| (101.CAL) | Inline XBRL Calculation Linkbase Document |
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| (101.LAB) | Inline XBRL Labels Linkbase Document |
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| (101.PRE) | Inline XBRL Presentation Linkbase Document |
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| (101.DEF) | Inline XBRL Definition Linkbase Document |
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| (104) | Cover page Interactive Data File (formatted as inline XBRL, and contained in Exhibit 101.) |
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* | 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) |
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| Date: | May 8, 2024 | By: | /s/ Gunnar J. Gode |
| | | Gunnar J. Gode |
| | | Vice President, Chief Accounting Officer (Principal Accounting Officer) |
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