NISOURCE INC. - Quarter Report: 2025 March (Form 10-Q)

6. Equity

7. Short-Term Borrowings

8. Long-Term Debt

9. Regulatory Matters

10. Risk Management Activities

11. Fair Value

12. Income Taxes

13. Pension and Other Postemployment Benefits

14. Other Commitments and Contingencies

15. Accumulated Other Comprehensive Loss

16. Business Segment Information

17. Other, Net

18. Supplemental Disclosures of Cash Flow Information

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NiSource Inc.

Condensed Statements of Consolidated Income (unaudited)

Three Months Ended
March 31,

(in millions, except per share amounts)

2025

2024

Operating Revenues

Customer revenues

Other revenues

Total Operating Revenues

Operating Expenses

Cost of energy

Operation and maintenance

Depreciation and amortization

Loss on impairment of assets

Other taxes

Total Operating Expenses

Operating Income

Other Income (Deductions)

Interest expense, net

()

Other, net

Total Other Deductions, Net

()

Income before Income Taxes

Income Taxes

Net Income

Net income 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.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Comprehensive Income (unaudited)


	Three Months Ended March 31,
(in millions, net of taxes)	2025	2024
Net Income	$	$
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)		()
Reclassification adjustment for cash flow hedges	()	()
Unrecognized pension and OPEB benefit(2)
Total other comprehensive income (loss)		()
Comprehensive Income	$	$

(1) million tax expense and $ million tax benefit in the first quarter of 2025 and 2024, respectively.

(2) million of tax expense and $ million tax expense in the first quarter of 2025 and 2024, respectively.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Consolidated Balance Sheets (unaudited)


(in millions)	March 31, 2025	December 31, 2024
ASSETS
Property, Plant and Equipment
Plant	$	$
Accumulated depreciation and amortization	()	()


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

Regulatory assets


Prepayments
Other current assets
Total Current Assets(1)
Other Assets
Regulatory assets
Goodwill

(1) million and $ million at March 31, 2025 and December 31, 2024, respectively, of current liabilities and $ million and $ million at March 31, 2025 and December 31, 2024, respectively, of other liabilities, and finance leases of $ million and $ million at March 31, 2025 and December 31, 2024 respectively, of consolidated VIEs that creditors do not have recourse to our general credit. Refer to Note 4, "Noncontrolling Interests," for additional information.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Cash Flows (unaudited)


Three Months Ended March 31, (in millions)	2025	2024
Operating Activities
Net Income	$	$
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:

Depreciation and amortization
Deferred income taxes and investment tax credits



Payments for asset retirement obligations	()	()
Other adjustments
Changes in Assets and Liabilities:








Components of working capital(1)	()	()
Regulatory assets/liabilities


Deferred charges and other noncurrent assets		()
Other noncurrent liabilities and deferred credits		()
Net Cash Flows from Operating Activities
Investing Activities
Capital expenditures	()	()





Milestone payments to renewable generation asset developer	()	()
Advanced deposits	()
Other investing activities	()	()
Net Cash Flows used for Investing Activities	()	()
Financing Activities
Proceeds from issuance of long-term debt
Repayments of finance lease obligations	()	()

Repayment of short-term debt (maturity > 90 days)		()
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 NIPSCO minority interest holders

Distributions to tax equity partners	()	()
Distribution to NIPSCO minority interest holders	()
Dividends paid - common stock	()	()
Dividends paid - preferred stock		()


Net Cash Flows from (used for) 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	$	$
(1) Refer to Note 18, "Supplemental Disclosures of Cash Flow Information," for additional information.

Reconciliation to Balance Sheet


Three Months Ended March 31, (in millions)			2025
Cash and cash equivalents
Restricted cash
Total Cash, Cash Equivalents and Restricted Cash

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Equity (unaudited)

(in millions)

Common
Stock

Preferred Stock

Treasury
Stock

Additional
Paid-In
Capital

Retained
Deficit

Accumulated
Other
Comprehensive
Loss

Noncontrolling Interest in Consolidated Subsidiaries

Total

Balance as of January 1, 2025

()

Comprehensive Income:

Net income

—

Other comprehensive gain, net of tax

—

Dividends:

Common stock ($ per share)

—

()

—

()

Noncontrolling Interests:

Contributions from noncontrolling interests

—

Distributions to noncontrolling interests

—

()

Stock issuances (redemptions):

Employee stock purchase plan

—

Long-term incentive plan

—

()

—

()

401(k) and profit sharing

—

(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:

Distributions to noncontrolling interests

—

()

Stock issuances (redemptions):

Series B and B-1 Preferred stock redemption

—

()

—

()

Series B and B-1 Preferred stock redemption premium

—

()

—

()

Employee stock purchase plan

—

Long-term incentive plan

—

401(k) and profit sharing

—

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Equity (unaudited) (continued)

Preferred

Common

Shares (in thousands)

Treasury

Outstanding

Balance as of January 1, 2025

()

Issued:

Employee stock purchase plan

Long-term incentive plan

401(k) and profit sharing

Balance as of March 31, 2025

()

Preferred

Common

Shares (in thousands)

Treasury

Outstanding

Balance as of January 1, 2024

()

Issued:

Employee stock purchase plan

Long-term incentive plan

401(k) and profit sharing

Redeemed:

Series B and B-1 Preferred Stock

()

Balance as of March 31, 2024

()

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

1. Basis of Accounting Presentation

2. Recent Accounting Pronouncements

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

3. Revenue Recognition

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

$ $ $ Commercial Industrial Off-system Wholesale

Miscellaneous(1)

Subtotal$ $ $ $

Electric Generation and Power Delivery

Residential$— $ $— $ Commercial— — Industrial— — Wholesale— — Public Authority— —

Miscellaneous(1)

— ()— ()Subtotal $— $ $— $

Total Customer Revenues(2)

Other Revenues(3)

Total Operating Revenues$ $ $ $

(1)Amounts included in Columbia Operations primarily relate to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations primarily relate to late fees and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 16, "Business Segment Information," for discussion of intersegment revenues.

(3)Amounts included in Columbia Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms, MISO multi-value projects and revenue from non-jurisdictional transmission assets. Amounts included in Corporate and Other primarily relate to products and services revenue.

Three months ended March 31, 2024

(in millions)

Columbia Operations

NIPSCO Operations

Corporate and OtherTotalGas DistributionResidential$ $ $ $ Commercial Industrial Off-system Wholesale

Miscellaneous(1)

Subtotal$ $ $ $

Electric Generation and Power Delivery

Residential$— $ $— $ Commercial— — Industrial— — Wholesale— — Public Authority— —

Miscellaneous(1)

— — Subtotal$— $ $— $

Total Customer Revenues(2)

Other Revenues(3)

Total Operating Revenues$ $ $ $

(1)Amounts included in Columbia Operations primarily relate to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations, primarily relate to revenue refunds, public repairs and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 16, "Business Segment Information," for discussion of intersegment revenues.

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

$ Balance as of March 31, 2025 ) $

4. Noncontrolling Interests

MW and MW of nameplate capacity, respectively. NIPSCO is also the managing member and operator of two solar JVs, Indiana Crossroads Solar and Dunns Bridge I, which have a nameplate capacity of MW and MW, respectively. We have determined that these JVs are VIEs. NIPSCO controls 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.

Members of each respective JV include NIPSCO (who is the managing member) and a tax equity partner. Earnings, tax attributes and cash flows are allocated to both NIPSCO and the tax equity partner in varying percentages by category and over the life of the partnership. NIPSCO and each tax equity partner contributed cash to the respective JV. Once the tax equity partner has earned their negotiated rate of return and have reached a stated contractual date, NIPSCO has the option to purchase the remaining interest in the respective JV, at fair market value, from the tax equity partner. NIPSCO has an obligation to purchase % of the electricity generated by each commercially operational JV.

We did not provide any financial or other support during the quarter that was not contractually required.

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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

Finance lease obligations

Total liabilities(1)(2)

$ $

(1)The assets of each consolidated VIE can only be used to settle obligations of the respective consolidated VIE. The creditors of the liabilities of the VIEs do not have recourse to the general credit of the primary beneficiary.
(2)In addition to the amounts disclosed above there is a de minimis amount of other noncurrent assets and liabilities at Rosewater as of March 31, 2025.

million of contributions and we made $ million of distributions to our NIPSCO minority interest holders based on their relative ownership percentages. There were no contributions or distributions made during the first quarter of 2024.

5. Earnings Per Share

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

$ Less: Income allocated to participating securities

Net Income Available to Common Shareholders - Basic

Net Income Available to Common Shareholders - Diluted

$ $ Denominator:Average common shares outstanding - Basic Dilutive potential common shares:Shares contingently issuable under employee stock plans Shares restricted under employee stock plans

ATM forward sale agreements

Average Common Shares - Diluted Earnings per common share:Basic$ $ Diluted$ $

million of our common stock.

In February 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 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 31, 2025. Had we settled all the shares under the forward sale agreement at March 31, 2025, we would have received approximately $ million, based on a net price of $ per share.

In March 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 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 31, 2025. Had we settled all the shares under the forward sale agreement at March 31, 2025, we would have received approximately $ million, based on a net price of $ per share.

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

Series B and B-1 Preferred Stock. Dividends declared per share for the Series B Preferred Stock were and $ during the three months ended March 31, 2025 and 2024, respectively.

On March 15, 2024, we redeemed all 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.

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

billion and is comprised of a syndicate of banks. We had outstanding borrowings under this facility as of March 31, 2025 and December 31, 2024.

Commercial Paper Program. Our commercial paper program has a program limit of $ billion. We had $ million and $ million of commercial paper outstanding with weighted-average interest rates of % and % as of March 31, 2025 and December 31, 2024, 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 August 2025 and May 2026 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, 2025, the maximum amount of debt that could be borrowed related to our accounts receivable programs was $ million.

We had $ million and of short-term borrowings related to the securitization transactions as of March 31, 2025 and December 31, 2024, respectively.

For the three months ended March 31, 2025, $ million was recorded as cash flows from financing activities related to the change in short-term borrowings due to securitization transactions. For the three months ended March 31, 2024, $ million was recorded as cash flows used for financing activities related to the change in short-term borrowings due to securitization transactions. 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.

Items listed above, are presented net in the Condensed Statements of Consolidated Cash Flows (unaudited) as their maturities are less than 90 days.

8. Long-Term Debt

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

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

9. Regulatory Matters

10. 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 limit volatility in the price of natural gas and manage interest rate exposure.

$ $ $ Total$ $ $ $

Noncurrent(2)

Derivatives not designated as hedging instruments$ $ $ $ Total$ $ $ $

(1)Current assets and liabilities are presented in "Other current assets" 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, 2025. 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, 2025 and December 31, 2024, respectively.

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

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

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, 2025 and December 31, 2024, 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, 2025, 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 customers' 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.

$ Regulatory LiabilitiesGains on commodity price risk programs

Derivatives Designated as Hedging Instruments

Interest rate risk management. As of March 31, 2025 and December 31, 2024 we had no active interest rate swap positions. The overall net loss related to our multiple settled interest rate swaps is recorded in AOCI. We amortize the net loss 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, 2025 and 2024 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 15, "Accumulated Other Comprehensive Loss," for additional information.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

11. Fair Value

$ $ $ Risk management assets Available-for-sale debt securities Total$ $ $ $ LiabilitiesRisk management liabilities$ $ $ $ Total$ $ $ $

(1) Treasury bills are presented in "Cash and cash equivalents" and "Restricted cash" on the Consolidated Balance Sheets.

Recurring Fair Value Measurements
December 31, 2024 (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, 2024

Assets

U.S. Treasury debt securities(1)

Risk management assets

Available-for-sale debt securities

Total

Liabilities

Risk management liabilities

Total

(1) Treasury bills are presented in "Cash and cash equivalents" and "Restricted cash" on the Consolidated Balance Sheets.

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

Table of Contents`

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 10, "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. Continuous credit monitoring and portfolio credit balancing mitigates our risk of credit losses on our available-for-sale debt securities.

$ $()$()$ Total$ $ $()$()$

December 31, 2024 (in millions)

Amortized
CostGross Unrealized Gains

Gross Unrealized Losses(2)

Allowance for Credit LossesFair
ValueAvailable-for-sale debt securitiesCorporate/Other debt securities$ $ $()$()$ Total$ $ $()$()$

(1)Fair value of Corporate/Other debt securities in an unrealized loss position without an allowance for credit losses is $ million at March 31, 2025.

(2)Fair value of Corporate/Other debt securities in an unrealized loss position without an allowance for credit losses is $ million at December 31, 2024.

The cost of maturities sold is based upon specific identification. Net realized gains and losses on available-for-sale securities were $ and $ million for the three months ended March 31, 2025 and 2024, 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, 2025, there was no change in the method or significant assumptions used to estimate the fair value of long-term debt.

$ $ $

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

12. Income Taxes

% and %, respectively. These effective tax rates differ from the federal statutory tax rate of % primarily due to net income attributable to noncontrolling interest, amortization of excess deferred income taxes, federal tax credits net of deferred regulatory liabilities, state income taxes, and other permanent book-to-tax differences.

The increase in the three month effective tax rate of % in 2025 compared to 2024 is primarily driven by higher state income taxes and an increase to pretax income, which reduced the relative impact of permanent differences.

As of March 31, 2025, 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, 2024, for a discussion of these unrecognized tax benefits.

13. 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).

14. Other Commitments and Contingencies

A. million for the benefit of third parties.

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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.

We provide guarantees related to some of our rail and pipeline service agreements. As of March 31, 2025 and December 31, 2024, if we do not meet our contractual obligations under the terms of these agreements we would be required to pay up to a maximum of $ million.

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.

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, 2025 and December 31, 2024, respectively.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

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.

CCRs. NIPSCO continues to meet the compliance requirements established by the EPA for the regulation of CCRs. The CCR rule requirements currently in effect required revisions to previously recorded legal obligations associated with the retirement of certain NIPSCO facilities. The actual asset retirement costs related to the CCR rule may vary substantially from the estimates used to record the increased asset retirement obligation due to the uncertainty about the requirements that will be established by environmental authorities, compliance strategies that will be used and the preliminary nature of available data used to estimate costs. As allowed by the rule, NIPSCO will continue to collect data over time to determine the specific compliance solutions and associated costs and, as a result, the actual costs may vary.

On May 8, 2024, the EPA finalized changes to the current CCR regulations ("Legacy CCR Rule") which address inactive surface impoundments at inactive facilities, referred to as legacy impoundments, and CCR management units ("CCRMUs") at inactive and active facilities. The rule largely requires these newly regulated units to conform to existing requirements, such as groundwater monitoring, closure requirements, and post-closure care. Facility evaluations for CCRMUs are required by February 2026 and 2027. NIPSCO continues to assess whether existing legal obligations associated with the retirement of certain facilities must be revised and to estimate probable additional required asset retirement costs. NIPSCO expects to receive recovery of any such costs through existing and future depreciation rates.

million payment to the developer. The company recorded a liability totaling $ million on the Condensed Consolidated Balance Sheets (unaudited) as other accruals, which will be paid to the developer upon substantial completion. In January 2025, Dunns Bridge II achieved substantial completion, resulting in NIPSCO making a $ million payment to the developer in February 2025.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

15. Accumulated Other Comprehensive Loss

)$()$()$()

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive loss ()

Net current-period other comprehensive income (loss)

() Balance as of March 31, 2025$()$()$()$()

(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, 2024

()

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.

16.

primary reportable segments, the Columbia Operations and the NIPSCO Operations segments. Columbia Operations aggregates the results of the fully regulated and wholly owned subsidiaries of NiSource Gas Distribution Group, Inc. (a holding company that owns Columbia of Kentucky, Columbia of Maryland, Columbia of Ohio, Columbia of Pennsylvania, and Columbia of Virginia). Each Columbia distribution company is an operating segment which we aggregate to form the Columbia Operations reportable segment. NIPSCO Operations includes the results of NIPSCO Holdings I and its majority-owned subsidiaries, including NIPSCO, which has fully regulated gas and electric operations in northern Indiana.

The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as a reportable segment, are presented as "Corporate and Other" and primarily are comprised of interest expense on holding company debt, and unallocated corporate costs and activities. Refer to Note 3, "Revenue Recognition," for additional information on our segments and their sources of revenues. The following table provides information about our reportable segments. We use operating income as the primary measurement of performance for each of the reportable segments and make decisions on financing, dividends and taxes at the corporate level on a consolidated basis. We provide this measure to our Chief Operating Decision Maker, the CEO, who utilizes it to assess performance and allocation resources at the operating segment level based on budget-to-actual and actual-to-actual variances. Segment revenues include intersegment sales to affiliated subsidiaries, which are eliminated in consolidation. Affiliated sales are recognized on the basis of prevailing market, regulated prices or at levels provided for under contractual agreements. Operating income is derived from revenues and expenses directly associated with each segment.

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ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

$ $

Intersegment Revenue

Total Operating Revenue$ $ $

Cost of energy

O&M

Depreciation

Total other taxes

Other segment items(1)

Operating Income$ $ $

(1)Other segment items consists of Loss on Sale or Impairment of Assets and other segment income or expenses deemed insignificant which are used to reach our measurement of segment profit or loss, Operating Income.

Three Months Ended March 31, 2024

(in millions)

Columbia Operations

NIPSCO Operations

Total of Reportable Segments

Operating Revenues

External Revenue

Intersegment Revenue

Total Operating Revenue

Cost of energy

O&M

Depreciation

Total other taxes

Operating Income

The following table provides information about the assets of our reportable segments included in the Condensed Consolidated Balance Sheet (unaudited):


(in millions)	March 31, 2025	December 31, 2024
Assets
Columbia Operations	$	$
NIPSCO Operations
Corporate and Other
Consolidated Assets	$	$

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

$ $()$

Operating Income

—

Three Months Ended March 31, 2024

(in millions)

Total Reportable Segments

Corporate and Other

Eliminations

Consolidated NiSource

Total Operating Revenue

()

Operating Income

—

17.

$ AFUDC equity

Pension and other postretirement non-service cost

()()

Miscellaneous

()()Total Other, net$ $

Table of Contents`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

18.

Inventories

Accounts payable

()()

Customer deposits and credits

()()

Taxes accrued

Interest accrued

()

Exchange gas receivable/payable

()

Other accruals

()

Prepayments and other current assets

()()

Accrued compensation and employee benefits

()()

Total change in working capital

$()$()


Three Months Ended March 31, (in millions)	2025	2024
Non-cash transactions:
Capital expenditures included in current liabilities	$	$
Dividends declared but not paid

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

NiSource Inc.


Index			Page
Executive Summary			36
Summary of Consolidated Financial Results			38
Results and Discussion of Segment Operations			39
Columbia Operations			40
NIPSCO Operations			43
Liquidity and Capital Resources			48
Regulatory, Environmental and Safety Matters			52
Market Risk Disclosures			55
Other Information			56

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

NiSource Inc.

EXECUTIVE SUMMARY

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("Management’s Discussion") includes management’s analysis of past financial results and certain potential factors that may affect future results, potential future risks and approaches that may be used to manage those risks. See "Note regarding forward-looking statements" at the beginning of this report for a list of factors that may cause results to differ materially.

Management's Discussion is designed to provide an understanding of our operations and financial performance and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We are an energy holding company under the Public Utility Holding Company Act of 2005 whose utility subsidiaries are fully regulated natural gas and electric utility companies serving customers in six states. We generate substantially all of our operating income through these rate-regulated businesses, which are summarized for financial reporting purposes into two primary reportable segments: Columbia Operations and NIPSCO Operations. Refer to ''Note 16, "Business Segment Information," for further discussion of our business segments.

Our vision is to be a premier, innovative and trusted energy partner. We exist to deliver safe, reliable energy that drives value to our customers. In order to achieve this goal, we seek to develop strategies that benefit all stakeholders as we (i) support long-term infrastructure investment and safety programs to better serve our customers, (ii) align our tariff structures with our cost structure, and (iii) drive value and enable growth in an evolving energy ecosystem. These strategies focus on improving safety and reliability, enhancing customer experience, pursuing regulatory and legislative initiatives to increase accessibility for customers currently not on our gas and electric service, ensuring customer affordability and reducing emissions while generating sustainable returns. The safety of our customers, communities and employees remains our focus. Serving as a guiding practice for our SMS, NiSource is certified in conformance to the American Petroleum Institute Recommended Practice 1173, which is the foundation to our journey towards operational excellence.

Energy Transition: We continue to advance our energy transition strategy, primarily through the continuation and enhancement of existing programs, such as retiring and replacing remaining coal-fired electric generation by 2028 with a balanced mix of low- or zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak detection and repair. Our electric generation transition, initiated through our 2018 Integrated Resource Plan ("2018 Plan") is well underway, and we are continually adjusting to the dynamic energy landscape. As of March 31, 2025, we have placed in service owned renewable and storage projects, developed under BTAs, with combined nameplate capacities of 1,500 MW and 101 MW respectively. Renewable PPA projects with a combined nameplate capacity of 600 MW have also been placed in service. In addition, renewable BTA projects with combined nameplate capacities of 650 MW, and renewable PPA projects with a combined nameplate capacity of 600 MW were under development as of March 31, 2025, all of which have received IURC approval, with the exception of the Templeton project, which is currently pending approval. The capacity figure for BTA projects in development includes the Templeton project. In October 2024, NIPSCO contracted with a developer to convert the previously approved Templeton PPA to a BTA and in February 2025 filed a CPCN with the IURC. In 2024, the IURC approved full ownership of the Cavalry, Dunns Bridge II, Fairbanks and Gibson and the cost of the Fairbanks project as contemplated in contractual actions. Full ownership of these projects allows NIPSCO to leverage provisions of the IRA, monetize renewable tax credits more effectively, and provide enhanced benefits to customers as compared to the previous tax equity partnership structure approved by the IURC. We remain on track to retire R.M Schahfer's remaining two coal units by the end of 2025. For additional information, see "Results and Discussion of Operations - NIPSCO Operations," in this Management's Discussion, and see item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

NIPSCO's 2021 Integrated Resource Plan ("2021 Plan") lays out a timeline to retire the Michigan City Generating Station by the end of 2028. The 2021 Plan calls for the replacement of the retiring units with a diverse portfolio of resources including demand side management resources, incremental solar, stand-alone energy storage and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps. In 2024, Sugar Creek completed an Advanced Gas Path Tech upgrade that enhanced its overall production capabilities. Additionally, the 2021 Plan calls for a new natural gas peaking facility to replace existing vintage gas peaking facilities at the R.M. Schahfer Generating Station to support system reliability and resiliency, and upgrades to the electric transmission system. In October 2024, we received approval for the issuance of a CPCN for an approximately 400 MW natural gas peaking generation facility from the IURC to replace R.M. Schahfer's existing peaking facilities. The planned retirement of the two vintage gas peaking facilities at the R.M. Schahfer Generating Station is also expected to occur by the end of 2028. Final retirement dates for these units, as well as Michigan City, will be subject to MISO approval.

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

NiSource Inc.

NIPSCO's 2024 Integrated Resource Plan ("2024 Plan") was submitted to the IURC on December 9, 2024. The 2024 Plan maintains the retirement decisions and capacity additions identified in the 2018 and 2021 Integrated Resource Plans and calls for additional generation resources through 2029 to support capacity requirements. The 2024 Plan informs future generation investments required to ensure reliability for NIPSCO’s customers and incorporates factors such as anticipated load growth from data centers and other economic development opportunities, new EPA emissions rules, and evolving MISO resource accreditation rules. Customer interest related to data center development in our northern Indiana service territory has accelerated. We believe data center development can enhance our local tax base, diversify the employment base across the state of Indiana, and provide greater value to existing customers and shareholders. We are evaluating the potential for data center development in our service territory, including ways to effectively manage the potential power demand, generation sources, and transmission capabilities to meet potential load growth from any data center customer, while at the same time focusing on our environmental goals. We expect the management of large load growth would require new generation resources. We plan to move as efficiently as possible while maintaining the integrity of our commercial, planning, regulatory, procurement and operational execution processes.

We continue to enhance safety and reduce methane emissions on our gas systems through modernization programs and utilization of advanced leak detection and repair. In addition, we plan to advance other low- or zero-emission energy resources and technologies, such as hydrogen and renewable natural gas.

Transformation: Our enterprise-wide transformation roadmap focuses on operational excellence, safety, operation and maintenance management, and unlocking efficiencies. We are committed to identifying and implementing initiatives that will enable us to streamline work and improve logistics company-wide. These efforts include investments in proven technologies backed with standardized processes that will change the way we plan, schedule, and execute work in the field and how we engage and provide service to our customers. Taken together, all of our optimization initiatives will prioritize safety and continue to optimize our long-term growth profile. We are making progress towards our transformation goals with a successful completion of the first phase of our WAM program, an enterprise resource planning system that will optimize the scheduling, dispatch, and execution of our field operations. This phase of the program implemented the solution within our electric distribution and transmission operations, while remaining phases for gas distribution operations and generation operations are anticipated to be completed by the end of 2025. In addition to transforming technology to enhance our employee and customer experiences, these programs will also ensure we remain on modern systems that help reduce enterprise risk related to end-of-life systems.

Economic Environment: We continue to monitor risks related to order and delivery lead times for construction and other materials, potential unavailability of materials due to global shortages in raw materials, and decreased construction labor productivity in the event of disruptions in the availability of materials. We continue to see increasing prices associated with certain materials and supplies and are tracking the potential impact of new and proposed tariffs. To the extent that work plan delays occur or our costs increase, our business operations, results of operations, cash flows, and financial condition could be materially adversely affected.

We are faced with increased competition for employee and contractor talent in the current labor market which has resulted in increased costs to attract and retain talent. We are ensuring that we use all internal human capital programs (development, leadership enablement programs, succession, performance management) to promote retention of our current employees along with having a competitive and attractive appeal for potential recruits. Our flexible work arrangements, where possible, support a broader talent footprint for sourcing talent needed and for remaining competitive.

We continue to evaluate our financing plan to manage interest expense and exposure to rates. For more information on interest rate risk, see "Market Risk Disclosures".

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

NiSource Inc.

Summary of Consolidated Financial Results

A summary of our consolidated financial results for the three months ended March 31, 2025 and 2024 are presented below:


	Three Months Ended March 31,
(in millions, except per share amounts)	2025		2024		Favorable (Unfavorable)
Operating Revenues	$	2,183.2	$	1,706.3	$	476.9
Operating Expenses
Cost of energy	647.5		425.0		(222.5)
Other Operating Expenses	776.3		697.9		(78.4)
Total Operating Expenses	1,423.8		1,122.9		(300.9)
Operating Income	759.4		583.4		176.0
Total Other Deductions, Net	(127.0)		(107.1)		(19.9)
Income Taxes	105.7		76.0		(29.7)


Net Income	526.7		400.3		126.4
Net income attributable to noncontrolling interest	51.9		35.3		(16.6)
Net Income Attributable to NiSource	474.8		365.0		109.8
Preferred dividends and redemption premium	—		(20.7)		20.7
Net Income Available to Common Shareholders	474.8		344.3		130.5
Earnings Per Share
Basic Earnings Per Share	$	1.01	$	0.77	$	0.24
Diluted Earnings Per Share	$	1.00	$	0.77	$	0.23

The majority of the costs of energy in both segments are tracked costs that are passed through directly to the customer, resulting in an equal and offsetting amount reflected in operating revenues.

The increase in net income available to common shareholders for the three months ended March 31, 2025 was primarily due to higher revenues driven by our capital investments, partially offset by higher operating expenses, including increased depreciation expense attributed to our net plant balances and higher interest expense. See Note 6, "Equity," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information.

For additional information on operating income variance drivers see "Results and Discussion of Segment Operations" for Columbia Operations and NIPSCO Operations in this Management's Discussion.

Income Taxes

Refer to Note 12, "Income Taxes," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on income taxes and the change in the effective tax rates for the periods presented.

We continue to monitor and evaluate the impacts of final or proposed income tax regulations issued on provisions of the IRA including but not limited to renewable energy tax credits.

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

NiSource Inc.

RESULTS AND DISCUSSION OF SEGMENT OPERATIONS

Presentation of Segment Information

Columbia Operations aggregates the results of the fully regulated and wholly owned subsidiaries of NiSource Gas Distribution Group, Inc. Each Columbia distribution company is an operating segment which we aggregate to form the Columbia Operations reportable segment. NIPSCO Operations aggregates the results of NIPSCO Holdings I, and its majority-owned subsidiaries, including NIPSCO, which has both fully regulated gas and electric operations in northern Indiana. The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as a reportable segment, are presented as "Corporate and Other" within the Notes to the Condensed Consolidated Financial Statements (unaudited) and primarily are comprised of interest expense on holding company debt, and unallocated corporate costs and activities.

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

NiSource Inc.

Columbia Operations

Financial and operational data for the Columbia Operations segment for the three months ended March 31, 2025 and 2024 are presented below.


	Three Months Ended March 31,
(in millions)	2025			2024			Favorable (Unfavorable)
Operating Revenues	$	1,243.8		$	956.9		$	286.9
Operating Expenses
Cost of energy	379.8			228.8			(151.0)
Operation and maintenance	243.0			210.7			(32.3)
Depreciation and amortization	108.2			98.2			(10.0)


Other taxes	67.0			57.2			(9.8)
Total Operating Expenses	798.0			594.9			(203.1)
Operating Income	$	445.8		$	362.0		$	83.8
Revenues
Residential	$	858.0		$	665.8		$	192.2
Commercial	308.1			225.3			82.8
Industrial	48.2			40.4			7.8
Off-System	22.3			12.7			9.6
Other	7.2			12.7			(5.5)
Total	$	1,243.8		$	956.9		$	286.9
Sales and Transportation (MMDth)
Residential	90.8			77.0			13.8
Commercial	61.9			54.3			7.6
Industrial	72.1			68.5			3.6
Off-System	5.9			7.3			(1.4)
Other	0.2			0.2			—
Total	230.9			207.3			23.6
Heating Degree Days(1)	2,670			2,284			386
Normal Heating Degree Days(1)	2,666			2,739			(73)
% Warmer than Normal	—		%	(17)		%
% Colder than prior year	17		%
Columbia Operations Customers
Residential	2,233,968			2,222,345			11,623
Commercial	189,918			189,394			524
Industrial	1,988			1,980			8
Other	5			5			—
Total	2,425,879			2,413,724

(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.

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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, 2025 compared to the same period in 2024 are presented below.


	Favorable (Unfavorable)
Changes in Operating Revenues (in millions)	Three Months Ended March 31, 2025 vs 2024
New rates from base rate proceedings and regulatory capital programs	$	73.2
The effects of weather in 2025 compared to 2024	27.2
The effects of customer growth	1.6
The effects of customer usage	(6.3)


Other	(0.2)
Change in operating revenues (before cost of energy and other tracked items)	$	95.5
Operating revenues offset in operating expense
Higher cost of energy billed to customers	151.0
Higher tracker deferrals within operation and maintenance, depreciation, and tax	40.4

Total change in operating revenues	$	286.9

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.

Sales

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

Commodity Price Impact

Cost of energy for the Columbia Operations segment is principally comprised of the cost of natural gas procured on behalf of and sold to customers while providing transportation services. All of our 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. Any difference in actual costs incurred and amounts billed to customers is recorded on the Condensed Consolidated Balance Sheets (unaudited) as under-recovered or over-recovered 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 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.

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

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

NiSource Inc.

Columbia Operations


	Favorable (Unfavorable)
Changes in Operating Expenses (in millions)	Three Months Ended March 31, 2025 vs 2024
Higher depreciation and amortization expense	$	(10.0)
Higher employee and administrative related expenses	(6.0)
Higher property tax	(3.0)








Other	7.3
Change in operating expenses (before cost of energy and other tracked items)	$	(11.7)
Operating expenses offset in operating revenue
Higher cost of energy billed to customers	(151.0)

Higher tracker deferrals within operation and maintenance, depreciation, and tax	(40.4)
Total change in operating expense	$	(203.1)

2024Favorable (Unfavorable)941.7 $752.7 $189.0 31.2 (0.8) 172.6 7.9 3,648.9 362.8 711 (4) 23.8 7.6 70.2 3.6 866,595 6,031

Comparability of operation and maintenance expenses and depreciation and amortization may be impacted by regulatory and depreciation trackers that allow for the recovery in rates of certain costs.

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


	Favorable (Unfavorable)
Changes in Operating Revenues (in millions)	Three Months Ended March 31, 2025 vs 2024


New rates from base rate proceedings, regulatory capital and DSM programs	$	82.1
The effects of weather in 2025 compared to 2024	28.2
The effects of customer usage	3.8

The effects of customer growth	3.4

Renewable JV revenue, fully offset by JV operating expense and noncontrolling interest net income (loss)	(4.1)
Other	(0.1)
Change in operating revenues (before cost of energy and other tracked items)	$	113.3
Operating revenues offset in operating expense
Higher cost of energy billed to customers	71.5

Higher tracker deferrals within operation and maintenance, depreciation and tax	4.2
Total change in operating revenues	$	189.0

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

NiSource Inc.

NIPSCO Operations

Weather

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

Sales

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

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

Commodity Price Impact

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

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

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

NiSource Inc.

NIPSCO Operations


	Favorable (Unfavorable)
Changes in Operating Expenses (in millions)	Three Months Ended March 31, 2025 vs 2024
Higher depreciation and amortization expense driven by new base rates	$	(9.2)
Higher outside services expenses	(4.0)
Higher environmental remediation costs	(2.5)
Higher employee and administrative expenses	(2.0)





Other	(1.0)
Change in operating expenses (before cost of energy and other tracked items)	$	(18.7)
Operating expenses offset in operating revenue
Higher cost of energy billed to customers	(71.5)


Higher tracker deferrals within operation and maintenance, depreciation and tax	(3.3)
Total change in operating expense	$	(93.5)

Electric Supply and Generation Transition

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

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

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

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

NiSource Inc.

NIPSCO Operations

Remaining Renewables Projects

Transaction Type

Technology

Nameplate Capacity (MW)

Storage Capacity (MW)

Fairbanks

BTA

Solar

250

—

Gibson

BTA

Solar

200

—

Templeton

BTA(1)

Wind

200

—

Appleseed

20 year PPA

Solar

200

—

Green River

20 year PPA

Solar

200

—

Carpenter

20 year PPA

Wind

200

—

(1) Pending regulatory approval.

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

NiSource Inc.

Liquidity and Capital Resources

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

ATM program

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

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

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

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

Long-Term Debt

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

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

Cash Flow Activities

The following table summarizes our cash flow activities:


	Three Months Ended March 31,
(in millions)	2025		2024		Change in 2025 vs 2024
Cash from (used for):
Operating Activities	$	686.4	$	456.2	$	230.2
Investing Activities	(1,352.7)		(723.0)		(629.7)
Financing Activities	771.4		(1,873.8)		2,645.2

Operating Activities

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

Investing Activities

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

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

NiSource Inc.

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

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

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

(in millions)

Company

Program

Capital Investment

Investment Period

Filing Date

Costs Covered(1)

Approved

Columbia of Ohio

IRP - 2025

978.7

4/21-12/24

2/27/2025

Replacement of hazardous service lines, cast iron, wrought iron, uncoated steel, and bare steel pipe.

Columbia of Ohio

PHMSA IRP - 2025

78.2

1/23-12/24

2/28/2025

Investments necessary to comply with the PHMSA Mega Rule.

Columbia of Ohio

CEP - 2024

763.3

4/21-12/23

2/26/2024

Assets not included in the IRP or PHMSA IRP.

Columbia of Virginia

SAVE - 2025

89.0

10/24-12/25

8/15/2024

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.

Columbia of Kentucky

SMRP - 2024

81.9

1/23-12/24

10/13/2023

Replacement of mains and inclusion of system safety investments.

NIPSCO - Electric(2)

TDSIC - 5

346.9

7/22-3/24

5/28/2024

New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development.

NIPSCO - Electric(2)

TDSIC - 6

555.0

7/22-9/24

11/26/2024

New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development.

NIPSCO - Electric(3)

GCT - 1

149.4

9/23-10/25

12/16/2024

New gas peaker generation project costs forecasted through Oct. 2025.

NIPSCO - Gas(4)

TDSIC - 8

8.3

1/23-2/24

4/30/2024

New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development.

NIPSCO - Gas(4)

FMCA - 3

27.0

1/23-6/24

8/27/2024

Project costs to comply with federal mandates.

Pending Commission Approval

Columbia of Kentucky(5)

SMRP - 2025

128.5

1/23-12/25

10/15/2024

Replacement of mains and inclusion of system safety investments.

NIPSCO - Gas

FMCA - 4

9.4

6/24-12/24

2/25/2025

Project costs to comply with federal mandates.

Columbia of Ohio

CEP - 2025

1,030.0

4/21-12/24

2/27/2025

Assets not included in the IRP or PHMSA IRP.

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

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

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

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

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

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

Financing Activities

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

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

NiSource Inc.

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

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

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

Sources of Liquidity

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


(in millions)	March 31, 2025		December 31, 2024
Current Liquidity
Revolving Credit Facility	$	1,850.0	$	1,850.0
Accounts Receivable Programs(1)	375.0		175.0
Less:
Commercial Paper	521.0		604.6
Accounts Receivable Programs Utilized	250.0		—
Letters of Credit Outstanding Under Credit Facility	0.5		9.4
Add:
Cash and Cash Equivalents	259.4		156.6
Net Available Liquidity	$	1,712.9	$	1,567.6

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

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

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

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

S&P

Moody's

Fitch

Rating

Outlook

Rating

Outlook

Rating

Outlook

NiSource

BBB+

Stable

Baa2

Stable

BBB

Stable

NIPSCO

BBB+

Stable

Baa1

Stable

BBB

Stable

Commercial Paper

A-2

Stable

P-2

Stable

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

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

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

NiSource Inc.

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

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

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

Cost Recovery and Trackers

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

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

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

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

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

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

Rate Case Actions

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


(in millions)
Company	Approved ROE		Requested Incremental Revenue		Approved Incremental Revenue		Filing Date	Rates Effective
Approved Rate Cases
Columbia of Pennsylvania(1)	None specified		$	124.1	$	74.0	March 15, 2024	December 2024
Columbia of Maryland	9.80	%	$	10.7	$	7.8	September 24, 2024	April 2025
Columbia of Kentucky	9.75	%	$	23.8	$	14.3	May 16, 2024	January 2025
Columbia of Virginia(2)	None specified		$	40.5	$	25.8	April 29, 2022	October 2022
Columbia of Ohio	9.60	%	$	221.4	$	68.3	June 30, 2021	March 2023
NIPSCO - Gas(3)	9.75	%	$	161.9	$	120.9	October 25, 2023	August 2024
NIPSCO - Electric(4)	9.80	%	$	291.8	$	261.9	September 19, 2022	August 2023
Pending Rate Cases
NIPSCO - Electric(5)	In process		$	368.7	In process		September 12, 2024	September 2025
Columbia of Virginia(6)	In process		$	37.2	In process		April 29, 2024	October 2024
Columbia of Pennsylvania	In process		$	110.5	In process		March 20, 2025	December 2025

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

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

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

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

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

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

PHMSA Legislation and Regulations

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

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

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

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

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

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

Environmental and Climate Change Issues

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

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

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

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

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

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

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

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

NiSource Inc.

Regulatory, Environmental and Safety Matters

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

Market Risk Disclosures

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

Commodity Price Risk

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

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

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

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

Interest Rate Risk

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

Credit Risk

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

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

NiSource Inc.

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

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

Other Information

Critical Accounting Estimates

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

Recently Issued Accounting Pronouncements

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

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NiSource Inc.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk are reported in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures."

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and our chief financial officer are responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that financial information was processed, recorded and reported accurately.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the most recently completed quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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NiSource Inc.

PART II

ITEM 1. LEGAL PROCEEDINGS

For a description of our legal proceedings, see Note 14, "Other Commitments and Contingencies - B. Legal Proceedings," in the Notes to the Condensed Consolidated Financial Statements (unaudited).

ITEM 1A. RISK FACTORS

Please refer to the risk factors set forth in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to such risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Director and Officer Trading Arrangements

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

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ITEM 6. EXHIBITS

NiSource Inc.



(4.4)			Form of 5.850% Notes due 2055 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on March 27, 2025).

(31.1)			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

(31.2)			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

(32.1)			Certification of Chief Executive Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).*

(32.2)			Certification of Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).*

(101.INS)			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(101.SCH)			Inline XBRL Schema Document

(101.CAL)			Inline XBRL Calculation Linkbase Document

(101.LAB)			Inline XBRL Labels Linkbase Document

(101.PRE)			Inline XBRL Presentation Linkbase Document

(101.DEF)			Inline XBRL Definition Linkbase Document

(104)			Cover page Interactive Data File (formatted as inline XBRL, and contained in Exhibit 101.)

*			Exhibit filed herewith.
**			Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request

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SIGNATURE

NiSource Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NiSource Inc.

(Registrant)

Date:

May 7, 2025

By:

/s/ Gunnar J. Gode

Gunnar J. Gode

Vice President, Chief Accounting Officer
(Principal Accounting Officer)

NISOURCE INC. - Quarter Report: 2025 March (Form 10-Q)

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