NISOURCE INC.
For the period ended May 11, 2026. Filed Mar 30, 2026.
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May 11, 2026 · Filed Mar 30, 2026
Contents
A-1 APPENDIX A
Appendix A to Proxy Statement
Reconciliation of Consolidated Net Income Available to Common Shareholders to Adjusted Net Income Available to Common Shareholders (Non-GAAP) and Adjusted Earnings Per Share
(Non-GAAP) (Unaudited)
| For the Year Ended | |||||
|---|---|---|---|---|---|
| (in millions, except per share amounts) | 2025 | 2024 | 2023 | 2022 | 2021 |
| GAAP Net Income Available to Common Shareholders | $929.5 | $739.7 | $661.7 | $749.0 | $529.8 |
| Adjustments to Operating Income: | |||||
| Operating Revenues: | |||||
| Weather - compared to normal(1) | (32.6) | 60.4 | 60.6 | (24.9) | 1.2 |
| FAC adjustment(2) | — | — | — | 8.0 | — |
| Operating Expenses: | |||||
| Greater Lawrence Incident | — | — | — | — | 9.2 |
| Plant retirement costs | — | — | — | — | 14.1 |
| NiSource Next initiative(3) | — | — | — | 3.3 | 24.7 |
| Massachusetts Business related amounts(4) | — | — | — | (105.0) | 6.8 |
| Total adjustments to operating income | (32.6) | 60.4 | 60.6 | (118.6) | 56.0 |
| Other Income (Deductions): | |||||
| Interest rate swap settlement gain | — | — | — | (10.0) | — |
| Income Taxes: | |||||
| Tax effect of above items(5) | 8.3 | (15.5) | (15.8) | 27.8 | (14.6) |
| Preferred Dividends: | |||||
| Preferred dividends redemption premium(6) | — | 14.0 | 9.8 | — | — |
| Total adjustments to net income | (24.3) | 58.9 | 54.6 | (100.8) | 41.4 |
| Adjusted Net Income Available to Common Shareholders | $905.2 | $798.6 | $716.3 | $648.2 | $571.2 |
| Diluted Average Common Shares | 474.5 | 456.0 | 447.9 | 442.7 | 417.3 |
| GAAP Diluted Earnings Per Share(7) | $1.95 | $1.62 | $1.48 | $1.70 | $1.27 |
| % Growth in Diluted Earnings Per Share from Prior Year(8) | 20.4% | 9.5% | (12.9)% | 33.9% | |
| Adjustments to diluted earnings per share | (0.05) | 0.13 | 0.12 | (0.23) | 0.10 |
| Adjusted Earnings Per Share | $1.90 | $1.75 | $1.60 | $1.47 | $1.37 |
| % Growth in Adjusted Earnings Per Share from Prior Year(9) | 8.6% | 9.4% | 8.8% | 7.3% | |
| (1) | Represents the estimated impact of actual weather during the period compared to expected 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) | 2022 represents proceeds from a property insurance settlement related to the Greater Lawrence Incident. 2021 primarily represents final net working capital adjustments to the purchase price for the loss incurred on the sale of the Massachusetts Business. |
| (5) | Represents income tax expense associated with adjustments to GAAP amounts calculated using the applicable statutory tax rates for legal entities. |
| (6) | 2024 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. 2023 represents the difference between the carrying value on the redemption date of the Series A Preferred Stock and the total amount of consideration paid to redeem plus an excise tax liability incurred under the IRA, net of the fair value of common shares issued during 2023. |
| (7) | GAAP Diluted Earnings Per Share includes the effects of income allocated to participating securities. |
NISOURCE INC. 2026 PROXY STATEMENT
APPENDIX A TO PROXY STATEMENT
| (8) | % growth taken from change in diluted earnings per share over prior year divided by prior year diluted earnings per share. |
| (9) | % growth take 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, the Company 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 | 2,362 |
| - Accounts receivable | (273) |
| - Inventories | (60) |
| - Accounts payable | 132 |
| - Exchange gas receivable/payable | 136 |
| - Other accruals | 68 |
| - Prepayments and other current assets | (37) |
| - Other adjustments | (36) |
| Funds from Operations (Adjusted) | 2,434 |
| Long-term debt | 15,458 |
| + Current portion of long-term debt | 20 |
| + Short-term borrowings | 736 |
| + Other adjustments | (1,110) |
| Total Adjusted Debt | 15,103 |
| FFO to Debt (Adjusted) | 16.1% |
NISOURCE INC. 2026 PROXY STATEMENT
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