NISOURCE INC.
For the period ended May 12, 2025. Filed Mar 31, 2025.
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May 12, 2025 · Filed Mar 31, 2025
Contents
Appendix AA-1
APPENDIX A TO PROXY STATEMENT
RECONCILIATION OF CONSOLIDATED NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO ADJUSTED NET INCOME AVAILABLE TO COMMON SHAREHOLDERS (Non-GAAP) (unaudited)
| Twelve Months Ended December 31, | |||||
|---|---|---|---|---|---|
| (in millions, except per share amounts) | 2024 | 2023 | 2022 | 2021 | 2020 |
| GAAP Net Income Available to Common Shareholders | $739.7 | $661.7 | $749.0 | $529.8 | $(72.7) |
| Adjustments to Operating Income: | |||||
| Operating Revenues: | |||||
| Weather - compared to normal(1) | 60.4 | 60.6 | (24.9) | 1.2 | 24.0 |
| FAC adjustment(2) | — | — | 8.0 | — | — |
| Massachusetts Business transaction revenue | — | — | — | — | (9.0) |
| Operating Expenses: | |||||
| Greater Lawrence Incident | — | — | — | 9.2 | 16.7 |
| Plant retirement costs | — | — | — | 14.1 | 4.6 |
| NiSource Next initiative(3) | — | — | 3.3 | 24.7 | 45.8 |
| Massachusetts Business related amounts(4) | — | — | (105.0) | 6.8 | 400.3 |
| Gain on sale of assets, net | — | — | — | — | (1.8) |
| Total adjustments to operating income | 60.4 | 60.6 | (118.6) | 56.0 | 480.6 |
| Other Income (Deductions): | |||||
| Interest rate swap settlement gain | — | — | (10.0) | — | — |
| Loss on early extinguishment of long-term debt | — | — | — | — | 243.5 |
| Income Taxes: | |||||
| Income taxes – discrete items | — | — | — | — | 47.9 |
| Tax effect of above items(5) | (15.5) | (15.8) | 27.8 | (14.6) | (191.8) |
| Preferred Dividends: | |||||
| Preferred dividends redemption premium(6) | 14.0 | 9.8 | — | — | — |
| Total adjustments to net income (loss) | 58.9 | 54.6 | (100.8) | 41.4 | 580.2 |
| Adjusted Net Income Available to Common Shareholders | $798.6 | $716.3 | $648.2 | $571.2 | $507.2 |
| Diluted Average Common Shares | 456.0 | 447.9 | 442.7 | 417.3 | 385.3 |
| GAAP Diluted Earnings Per Share(7) | $1.62 | $1.48 | $1.70 | $1.27 | $(0.19) |
| % Growth in Diluted Earnings Per Share from Prior Year(8) | 9.5% | ||||
| Adjustments to diluted earnings per share | 0.13 | 0.12 | (0.23) | 0.10 | 1.51 |
| Adjusted Earnings Per Share | $1.75 | $1.60 | $1.47 | $1.37 | $1.32 |
| % Growth in Adjusted Earnings Per Share from Prior Year(9) | 9.4% | ||||
| (1) | Represents the variance between actual and normal weather. Beginning in 2024, the adjustment for NIPSCO Operations excludes the impact of non-controlling interest. |
| (2) | Represents fuel costs deemed over-collected from customers through the FAC mechanism and ordered to be refunded to customers. |
| (3) | Represents incremental severance and third-party consulting costs incurred in connection with the NiSource Next initiative. |
| (4) | Represents proceeds from a property insurance settlement related to the Greater Lawrence Incident. |
| (5) | Represents income tax expense calculated using the statutory tax rates by legal entity. |
| (6) | Represents the difference between the carrying value on the redemption date of the Series B Preferred Stock and the total amount of consideration paid to redeem, net of the fair value of common shares issued during 2024. |
| (7) | The GAAP Diluted Earnings Per Share includes the effects of income allocated to participating securities and adds back the dilutive effect of Equity Units in the prior year. Please refer to Note 5, “Earnings Per Share,” within the Company’s Annual Report on Form 10-K for the period ended December 31, 2024. |
| (8) | % growth taken from change in diluted earnings per share over prior year divided by prior year diluted earnings per share. |
| (9) | % growh taken from change in adjusted earnings per share over prior year divided by prior year adjusted earnings per share. |
Beginning with the first quarter of 2024, NiSource Inc. changed its disclosure of non-GAAP results and guidance for net operating earnings available to common shareholders to adjusted net income available to common shareholders and for net operating EPS to adjusted EPS to better align with the presentation used by many companies to report their non-GAAP results. The change reflects a name change only and the calculations of each of these non-GAAP metrics remains consistent with the historical calculations.
Reconciliation of Net Cash Flows from Operating Activities to FFO to Debt (Adjusted) (Non-GAAP) (Unaudited)
Annual FFO/Debt Reconciliation
($ in millions)
| Net Cash Flows from Operating Activities | 1,782 |
| - Accounts receivable | (102) |
| - Gas storage and other inventories | 102 |
| - Accounts payable | 72 |
| - Exchange gas receivable/payable | (134) |
| - Other accruals | 10 |
| - Prepayments and other current assets | (76) |
| - Other adjustments | (34) |
| Funds from Operations (Adjusted) | 1,944 |
| Long-term debt | 12,075 |
| + Current portion of long-term debt | 1,281 |
| + Short-term borrowings | 605 |
| + Other adjustments | (657) |
| Total Adjusted Debt | 13,304 |
| FFO to Debt (Adjusted) | 14.6% |
A-2 | 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.