Hello. My name is Chris, and I’ll be your conference operator today. At this time, I’d like to welcome everyone to the Q1 2023 NiSource Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Chris Turnure, Director of Investor Relations. You may begin.

Good morning. And welcome to the NiSource first quarter 2023 investor call. Joining me today are President and Chief Executive Officer, Lloyd Yates; Executive Vice President and Chief Financial Officer, Shawn Anderson; Executive Vice President of Strategy and Risk and Chief Commercial Officer, Michael Luhrs; Executive Vice President and Group President, NiSource Utilities, Melody Birmingham; and Vice President of Investor Relations and Treasurer, Randy Hulen. The purpose of this presentation is to review NiSource’s financial performance for the first quarter of 2023, as well as provide an update on our operations and growth drivers. Following our prepared remarks, we’ll open the call to your questions. Slides for today’s call are available in the Investor Relations section of our website. We would like to remind you that some of the statements made during this presentation will be forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. Information concerning such risks and uncertainties is included in the Risk Factors and MD&A sections of our periodic SEC filings. Additionally, some of the statements made on this call relate to non-GAAP measures. Please refer to the supplemental slides, segment information and full financial schedules for information on the most directly comparable GAAP measure and a reconciliation of these measures. Now I’d like to turn the call over to Lloyd.

Thanks, Chris. Good morning, everyone, and thank you for joining us today. Hopefully, you’ve all had a chance to read our first quarter earnings release issued earlier today. I’ll begin on slide seven by reviewing our three key priorities for 2023. First, NiSource remains committed to delivering on our top-tier EPS growth plan. We are reaffirming non-GAAP NOEPS guidance of $1.54 to $1.60 in 2023 and growth of 6% to 8% annually through 2027. Annual rate base growth of 8% to 10% is projected, driven by $15 billion of capital expenditures during the 2023 to 2027 period. Meanwhile, our O&M target is to remain flat in 2023, as well as throughout the duration of the plan. Second, strong regulatory execution continued in the first quarter, advancing balanced outcomes for all our stakeholders. In March, a settlement agreement was filed in Northern Indiana Public Service Company’s electric rate case. The proposed settlement incorporates $1.8 billion of incremental capital investments made on behalf of the customers since 2019, including renewable generation projects, grid modernization and other customer-centric improvements to enhance safety, service and reliability. The settlement represents a $292 million revenue increase. A final order is anticipated in August with rates effective in 2023 and 2024. We Additionally, Gas Distribution and regulatory execution has also advanced with the Columbia Gas of Ohio rate case settlement approval and implementation during the first quarter. The company’s tracked infrastructure replacement programs are executing on plan for 2023 as highlighted by Ohio’s recently approved Infrastructure Replacement Program, authorized a recovery of $36 million of capital investment targeting safety enhancements in our gas system. Lastly, the sale of the NIPSCO minority interest remains on track for 2023. As previously indicated, the proceeds generated from this financing transaction will immediately strengthen our balance sheet and will enable NiSource…

Thank you, Lloyd, and good morning, everyone. On slides nine through 11, you will find some supporting information about our gas and electric operations. As the newly named strategy Risk and Chief Commercial Officer, one of my primary focuses is to optimize and enhance the current growth plan with additional opportunities found on slide eight. Going forward, you’ll hear more from me on these and other investment opportunities, which are enabled by our capabilities in gas and electric. These opportunities support our clean energy transition, as well as improving safety, reliability, furthering our Scope 1 emission reduction goals and enhancing customer value in a balanced way. At year-end 2022, NiSource achieved a 67% reduction in Scope 1 GHG emissions from 2005 baseline levels. And we remain on track to achieve an industry-leading 90% reduction in Scope 1 GHG emissions by 2030 and our goal of net zero Scope 1 and 2 emissions by 2040. NIPSCO’s generation transition is continuing to advance as we optimize the new portfolio to benefit customers and retire all coal-fired generation by the end of 2028. All of the renewable generation projects remain on target with previously revised in-service dates. As a few examples, our first two solar projects, Dunns Bridge 1 and Indiana Crossroads Solar are expected to be in service by the end of the second quarter. Construction on Cavalry Solar Plus Storage and Dunns Bridge 2 Solar Plus Storage has kicked off in earnest with expected in-service dates in 2024. Construction of our Indiana Crossroads 2 Wind PPA is advancing and is expected in service late this year. Additionally, we are finalizing our due diligence on the results of our targeted RFP event that sought bids for the construction of a gas peaking capacity at our Schahfer site, consistent with our 2021 Integrated Resource Plan. We are evaluating the provisions of the Inflation Reduction Act and its applicability to projects in our generation portfolio, including the potential application of tax transferability. We believe the legislation has enabled opportunities to drive greater value to both customers and shareholders. NIPSCO’s generation transition is already providing benefits to customers in multiple ways, including reduced fuel cost volatility and monetizing off-system sales and REC sales. For example, during the run-up in market prices in November and December of last year as a result of winter storms, our wind renewable assets generated nearly 529,000 megawatt hours of low-cost energy, saving customers an estimated $11 million compared to what NIPSCO would have otherwise purchased in the market. In addition, over 2022 and through the first quarter of 2023, NIPSCO’s renewable projects contributed a total of more than $35 million of combined off-system sales and renewable energy credit sales that are being passed back to customers through NIPSCO’s Fuel Adjustment Clause and Regional Transmission Organization Adjustment Tracker filings. Now I’d like to turn the call over to Shawn, who will discuss our financial performance in more detail.

Thanks, Michael, and good morning, everyone. Reviewing our first quarter 2023 results on slide 12. First quarter non-GAAP net operating earnings were $343 million or $0.77 per share, compared to $329 million or $0.75 per share in the first quarter of 2022. This solid start to the year gives me even greater confidence in meeting all of our financial commitments, including our existing earnings guidance range of $1.54 to $1.60 for 2023, which reflects the increase in range shared in February. Slide 13 shows segment detail and key drivers of our results. Gas Distribution operating earnings were $478 million in the first quarter, an increase of $73 million versus the same quarter last year. New rates and capital investment programs drove approximately $83 million of incremental revenue, including general rate case contributions in Ohio, Pennsylvania, Indiana, Virginia and Maryland. Capital trackers in Ohio, Kentucky and Virginia positively impacted the segment as well. These infrastructure trackers help us recover a return from over $1 billion of capital investments made in 2022, which improves safety and reliability across our portfolio and drove nearly 30% of the revenue growth in the Gas Distribution segment. This is tangible evidence of how these mechanisms enable investments in our communities and drive returns for our shareholders. On the expense side, higher outside service and uncollectible accounts were an approximately $4 million headwind. Electric operating earnings were $83 million in the first quarter, a decrease of $16 million versus the same quarter last year. Lower customer usage more than offset the increased revenue from new rates and higher generation-related outside service costs, drive increased O&M expense versus last year. Corporate and other operating earnings increased $12 million, driven partially by lower outside services costs. I would also highlight that on a consolidated basis, the first quarter results…

[Operator Instructions] Our first question is from Shahriar Pourreza with Guggenheim Partners. Your line is open.

Hey, guys.

Hey. Good morning.

Good morning, Shahriar.

Good morning. Good morning. Just first on NIPSCO. I mean, obviously, Indiana doesn’t require a long approval process, but obviously, sometimes going to be needed between an announcement and transaction closing. Has any -- I guess, has any of your sort of transaction expectations change? There’s a lot of assets for sale, capital market conditions have somewhat changed. Just want to get a sense there and how we should think about the timing and pace of any disclosures between now and year-end? Thanks.

What I’ll say, and I’ll let Shawn is leading the NIPSCO process. But with respect to initial minority sale, I mean, we’re right on target as we laid out at an Investor Day. Shawn, anything -- any more detail?

We remain confident in the process and the minority interest sale process itself is on track for 2023, as Lloyd highlighted. Shahriar, just a quick point. We don’t anticipate a requirement for the transaction approval from the IURC, although we plan to engage the IURC as we already have to discuss the transaction and file an informational update with the IURC once we reach an agreement.

Got it. And then just maybe the opposite side, Lloyd, there’s a lot of gas LDCs heading the market, which I think seems to be all at the same time, is there sort of an interest there?

Well, I’ll say, as a standard course, we don’t comment on, I’ll say, potential for M&A or market rumors. But as I’ve always said, if something shows up, that’s going to create opportunity will create shareholder value. I mean NiSource will be diligent in taking a look at that. You’ve all heard me say in the past, if someone wants to sell a great jurisdiction at one-time rate base gave us a call. But all that being said, what I’ll say to you is, we’re focused on our plan and we’re laser-focused on a minority sale of NIPSCO and our growth plan that we laid, which includes growing rate base 8% to 10% by investing $15 billion through 2027 and that’s really where our current focus is.

Got it. Perfect. And then just super, lastly for me is, what is we’re kind of thinking about that 6% to 8% annual growth rate through 2027. Can you just maybe remind us what you guys assume even on a percentage basis, what renewable projects are going to be owned versus PPA? And I guess I’m more curious how that calculus could change post IRA. Could we see some more accretive opportunities versus plan? Thanks.

So when we’re looking at -- this is Michael Lower. So when we’re looking at those different projects, I mean, we are on track relative to our revised 2022 plan. We have two in service, two nearing completion and four that are in the late-stage of development and early construction. And I would say post-IRA, as I mentioned earlier, we see potential benefits associated with that. We continue to evaluate it relative to the tax transferability and our NiSource tax appetite, but it does appear to have customer benefits, as well as shareholder benefits.

But we don’t have that into our financial plan yet.

Okay. Perfect. That’s what I was trying to get at. Thank you so much. Well, I appreciate it guys.

All right.

The next question is from Richard Sunderland with JPMorgan. Your line is open.

Hi. Good morning. Thank you for the time today.

Good morning.

Starting with this…

Good morning, Richard.

Thanks. Starting with this Indiana ROFR legislation, how do you see this impacting your transmission opportunities. Any way to quantify the magnitude of impact here or what you’re focused on now on the back of this?

One, let me start with, we’re really excited about the ROFR legislation. It got signed by the Governor yesterday in Indiana and we see that as an opportunity for the NIPSCO utility in Indiana, along with the other utilities. But I’ll let Melody, who is President of our Regulated Utilities answer any more detail.

Hi, there. Thanks, Lloyd. This is Melody. Yes. We are excited about the signage of the ROFR legislation. We see this as a great opportunity for our company, as well as our customers, because this legislation will allow us to build, own and operate those transmission assets on our system. So we’re looking forward to being able to engage in doing so as this is something that helps -- this bill helps provide clarity for us to be able to build on and operate transmission.

So, again, upside to our capital plan, you saw on our page -- what’s that page…

Eight.

…on page - on slide eight, some of the potential upside to our capital plan that was transmission build. This will solidify our opportunity to build those, but continue to work with MISO to quantify the magnitude of those opportunities. So that’s upcoming in the future.

Understood. Very clear. And then just one small cleanup question for me. Lloyd, it sounds like the O&M focus and the outlook there is unchanged. Just wanted to briefly address the language on slide four in the slides. It looks like that has changed a little bit, though, around flat O&M in the last slide versus the new language in the 1Q deck. Is that indicative of anything or any change in the backdrop, just wanted to be clear there?

No. I think our focus hasn’t changed at all. We laid out at Investor Day flat O&M through 2027. We’re continuing to focus on that. We instituted a Project Apollo, assembling a team of people. We have a set of initiatives that we’ve established to drive that cost out of the business and we’re on track to accomplish that. So flat through 2027.

Got it. Very clear. Thank you for the time today.

You are welcome.

The next question is from Durgesh Chopra with Evercore ISI. Your line is open.

Hey. Good morning, team. Thanks for taking my question. Hey. Just…

Good morning.

Good morning, Lloyd. Just a finer point on the NIPSCO process. Maybe can you just, at a high level, talk about the interest in those assets and has that changed since you sort of announced that process or at least announced the sale at the Analyst Day last year?

Shawn?

Hey, Durgesh. How are you? Good morning. We’ve observed a broad range of qualified buyers, all of which are positioned to help NIPSCO and NiSource realize its strategic goals. We remain confident this is the right audience to help evaluate a partnership with NiSource just as we laid out in November. But we’re also confident this is the process that we’ve launched to a successful outcome this year. So the summary, I think, to your question, Durgesh, is no change.

Got it. Thank you. That’s very clear. And then maybe if I can just ask you, Shawn, just in terms of we’ve seen a lot of accretive convert being issued in the market. I know you have a small amount of equity potential equity in the plan 2025 plus any thoughts on that front? Would that be a financing opportunity that you could explore?

Well, first and foremost, just to reiterate, there’s no change to the financing plan, which we shared at our Investor Day in November. And to your point, we don’t see the need for any equity in the plan until no earlier than 2025. Obviously, we’ll evaluate the marketplace between now and then and evaluate what opportunities we have to maximize the greatest value for our shareholders, both minimizing the need for equity and/or minimizing the need for any ancillary interest expense that we would otherwise have as drag. And as I’d say, in the context of evaluating things, we’re considering that 14% to 16% FFO-to-debt range and the opportunities we have to create organic cash flow inside our business can also be an augmentation to drive greater FFO. That’s an area of focus for us, which will also help us minimize financing. So the fundamental point, no change to anything that we’ve laid out since November, but we’ll be active in minimizing financing costs across our business and all avenues.

Understood. Thanks, guys, and congrats on all the leadership announcement and Shawn to you on your first call as CFO.

Thank you, Durgesh. Appreciate it very much. Appreciate your support.

The next question is from Julien Dumoulin-Smith with Bank of America. Your line is open.

Good morning, Julien.

Hi. Good morning, team. Hey. Thank you for the time.

Hi. Good morning.

Appreciate it. Hey. Look, let me just actually recap a prior question quickly. Just with respect to the M&A commentary earlier, Lloyd, I know you were trying to be a little bit more casual. But geographically, is there an interest in any particular region or any kind of type of asset? I mean, when you think of -- you open up that kind of worms. So I’m just curious if you have any thoughts on what direction or regionally?

I don’t believe I opened up that can of worms. What I believe I said whether we don’t comment on market rumors or M&A and that we are really focused on executing the plan that we laid out on Investor Day, growing rate base 8% to 10% and invested $15 billion in capital across NiSource. On the other hand, what I did say, if someone wants to sell something to us at one-time rate base, give us a call.

Okay. All right. Fair enough. I wanted to put a cap on it. All right. Excellent.

Yeah.

Thank you. And then speaking of other issues discussed, you addressed ROFR, you alluded to the transmission opportunity in the slide. But then if I can pivot back here and talk a little bit more specifically, can you comment about your thought process on other legislation, right? There are a few other things out there as best I can tell that, that could potentially add to your investment and/or risk or derisk your profile in the legislature.

Any specific state you’re interested in talking about in general?

Sorry, Indiana. Sorry. I apologize. I was thinking Indiana. I should have said that, right? I know we addressed the ROFR. There’s a few other things spending. Any thoughts on that?

Melody?

Hi, there, Julien. When it comes to mind is House Bill 1421 and that’s the Natural Gas Generation Bill, I don’t know if that’s one you’re referring to. But prior to this bill, this was signed by the Governor. And so prior to the bill, CPCNs for our natural gas projects had no maximum time for the IRC to issue an order. However, now the order must be issued no later than 240 days after the filing for a CPCN. So that is positive. It provides us, again, more clarity and assurance to receive a bill as we’re trying to move forward with generation. So that’s a positive. But from what I’ve seen, Julien, we have such a healthy regulatory environment in Indiana and we’ve worked with our commission, public staff, as well as stakeholders to make sure we’re doing what’s fast for the utility of our customers in the state. So there may be more to come. But at this time, ROFR is a great bill, a great outcome that will allow us to continue to invest in our transmission system.

And to add on to what Melody said, I think that the legislative environment in Indiana is also really healthy…

It is.

… with respect to utilities, balancing reliability, affordability, clean energy and customer needs. And we like doing business there, we are intimately involved with talking to all of these stakeholders and we think it’s a great place to live and do business.

Excellent. All right. I will leave it there. Thank you, guys. We’ll follow up off-line.

Thank you.

[Operator Instructions] The next question is from Travis Miller with Morningstar. Your line is open.

Thank you. Good morning, everyone.

Good morning.

Good morning, Travis.

I wonder if you could dig a little more into the weather impact for the quarter. It saw the $32 million. I am wondering if there was any additional and operating revenues and then related, I suppose, what the decoupling or recovery -- weather recovery mechanisms would be across the jurisdictions.

Shawn, why don’t you take that one?

Sure. Sure. Thanks. Hey. Great question. As we experienced, we did experience a drop in heating grid days, which the sector is more broadly realized during the first quarter. And certainly, we watch these weather impacts as we understand how they translate into both bill volatility, up or down for our customers, as well as financing costs in terms of working capital. To your point, weather decoupling mechanisms across our service territories, in Ohio, Pennsylvania, Virginia, Kentucky and Maryland helped provide some level of cash flow stabilization during these weather volatile moments such as fourth quarter 2022, but also, of course, what we just experienced here in this quarter. The highlight of these mechanisms, just to remind folks, I’m sure you all know, but best-in-class mechanism in Ohio. It’s a straight fixed variable rate design in Ohio, our largest LDC, nearly 1.5 million customers. It provides a complete mitigation on the margin impact for NiSource associated with weather and usage. So all of that is a strong visibility item for us around what revenues we can realize across our service territories when weather goes up or goes down. And again, it also provides better bill stabilization for our customers, particularly for a gas business in the first quarter when bills tend to be higher than usual, it helps to mitigate the overall cost to the customer and provide better line of sight with a higher fixed charge like Ohio has.

Okay. Is it fair then to say that Indiana weather impacts are in operating revenues, the way to interpret the accounting. Okay. Okay. And then unrelated to that, I am wondering on the settlement in Indiana on the electric side, is there anything in there that you think regulators might push back on that could delay the approval process?

So the answer to that would be generally no. If you look at the history -- our history in Indiana, the Indiana Commission for the most part has approved the settlements that the parties have submitted and we don’t expect to see anything different.

Okay. Great. I appreciate the time.

We have no further questions. At this time, I’ll turn it over to Lloyd Yates for any closing remarks.

Appreciate it. Thanks for the questions. Thanks for supporting NiSource. Looking forward to seeing everyone at the AGA Financial Conference. Have a great day.

Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.