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Thank you for standing by. And welcome to the Q3 2023 NiSource Earnings Conference Call. I would now like to welcome Chris Turnure, Director of Investor Relations to begin the call. Chris, over to you.

Good morning, and welcome to the NiSource Third 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 third 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. I'd now like to turn the call over to Lloyd.

Thanks, Chris. Good morning and thank you for joining us. I'll start with an overview of our value proposition on slide three. At year-end 2022, we had $16.6 billion of rate base deployed for our customers, and today are outlining a refreshed base plan to invest another nearly $16 billion of capital over the next five years. We plan to execute on our resilient financial commitments supported by a superior regulatory and stakeholder foundation and balance sheet flexibility. Assuming a constant PE ratio, our plan can deliver a total shareholder return of 10% to 12%. Slide four shows our four key priorities. First, today we are reiterating our expectation of achieving the upper half of our $1.54 to $1.60 EPS range this year. We are introducing 2024 EPS guidance of $1.68 to $1.72, over 8% growth midpoint to midpoint versus our current 2023 range. We are extending our 6% to 8% long-term EPS growth guidance to the 2023 to 28 period. This is supported by a five-year base capital plan of $16 billion and an 8% to 10% annual 2023 to 28 rate-based growth. We are confident our commitments are resilient to periods of rapidly changing business conditions such as those seen by the utility industry over the last 12 months. We continue building a track record of execution and growth, and our commitment to investors, employees, and customers is central to everything we do. Second, our superior regulatory and stakeholder foundation differentiates us from peers. In early August, the Indiana Utility Regulatory Commission approved NIPSCO's electric rate case settlement. This case represented the culmination of years of investment and stakeholder engagement, beginning with our 2018 integrated resource plan. In October, the public utility law judge of Maryland's recommendation to approve Columbia Gas of Maryland's rate case settlement became a final order. Last week, we filed a new gas general rate case in Indiana seeking recovery of $1.1 billion estimated cumulative investment to be completed through the end of 2024. Third, our balance sheet flexibility allows us to both optimize cost of capital for customers and ultimate return on capital for our shareholders. The transaction announced in June with Blackstone Infrastructure Partners is an example of the diverse funding sources embedded in our plan, raised at an attractive relative value while preserving the scale of our business. Fourth, our company is experiencing a record investment cycle driven by safety, reliability, regulatory mandates, decarbonization, and modernization. Investment is constrained primarily by normal operational constraints and our desire to manage the impact on customer bills. The surplus of investment opportunity puts us in a favorable position to prioritize the deployment of capital in the investments in jurisdictions generating the highest risk adjusted returns. Slide five details our annual capital expenditures across our six state service territory. In the five-year period through 2028, we plan to invest $16 billion. Every single one of these dollars is a real investment in our communities. For example, at Columbia Gas of Virginia, we replaced over 8,000 feet of main and over 10,000 feet of service line infrastructure as part of a $4 million investment in our system in the town of Culpeper. As part of this project, Columbia Gas updated several multimeter set and 130 individual customer connections, improving the quality and reliability of service to our customers within Culpeper County. Slide six shows key rate case and select capital rider activity since 2021. Our leading regulatory execution continues with no less than 10 cases filed in seven jurisdictions across six states during this period. Our state regulatory teams are in a constant cycle of communication and engagement with key interveners regulators and customer groups. In addition to general rate cases, regular capital tracker filings allow timely recovery on and of our investments. A dialogue with our Pennsylvania stakeholders starting late last year is an example of this. An approved long-term infrastructure improvement plan and the state is a prerequisite to recovering investments through a distractor. Columbia Gas, Pennsylvania sought the authority to replace infrastructure based on risks rather than a prior focus on bare steel and with a granted approval this spring. This change enables inclusion of an additional first generation assets such as first-generation plastic pipe for expedited replacement, enhancing the safety and reliability of our system. All of this activity is built on a foundation of robust economic activity for our states. Customer count across our territories has been growing on average by 0.5% to 1% annually for years, including 2023 to date. Favorable demographic trends have driven inbound migration, thanks to a stable and growing manufacturing base, robust utility and nonutility infrastructure and low tax rates in the states we serve. In Southwestern Pennsylvania, one of the largest titanium melting companies in the world have advanced plans for a planned expansion in our service territory. Columbia Gas of Pennsylvania engaged the business in the Department of Community and Economic Development to enable the extension of a gas infrastructure and support job creation and economic development in the region. Moreover, this extension will present greater access to low-cost natural gas throughout the surrounding community while enhancing energy diversification and energy resilience. Slide seven shows how our operational excellence model is incorporated into decision-making in all areas of the company. Project Apollo is on track, generating efficiencies by doing things safer, better, more efficiently and with less cost. This will keep non-tracked O&M flat through the duration of our 5-year plan. NiSource has continued to invest in technology that will drive risk reduction across gas and electric assets and increased customer value by ensuring reliable service, advanced mobile leak inspection is one example. Our historical practice of addressing leaks one by one is transforming into a process of clustering large-volume leaks into small replacement projects. This project brings visibility to large volume leaks and prioritization repair, reduces methane emissions and improve efficiency. We are focused on affordability for our customers every day. All of this is expected to contribute to keeping total customer bills in line with inflation over the 5-year financial plan. These achievements would not be possible with our dedicated employees and their commitment to our customers, communities and all ISO stakeholders. With that, I'll turn the call over to Michael.

Thank you, Lloyd. I'll begin on Slide eight. NIPSCO's generation transition continues to advance as we optimize the new portfolio to benefit customers and retire all coal-fired generation by the end of 2028. Our first four renewable projects and the associated electric transmission are in service and represent approximately $1 billion of investment in economic, sustainable, zero fuel cost new generation for NIPSCO's Northern Indiana customers. Also, our Indiana Crossroads II wind PPA is advancing and is expected in service late this year. Construction on Calvary Solar and Storage and Dunns Bridge II Solar and Storage continues and both projects have expected in-service dates in 2024. The Fairbank Solar project is expected to be in service in 2025 and is in the early stages of construction. The Gibson project is also expected to be in service in 2025 and construction is anticipated to begin in early 2024. Our plans have included these four owned renewable projects under tax equity structures. However, based on our evaluation of the Inflation Reduction Act and the benefits to customers with tax credit monetization, we have filed a modification with the IURC for approval of full ownership of Calvary Solar and Storage and Dunns Bridge II Solar and Storage. Full ownership of these projects provide a lower cost to customers than tax equity supporting affordability and enhances our base plan. We continue to assume tax equity structures in our plan for the other two projects, Fairbanks and Gibson. However, we are actively evaluating the potential benefits to customers of inflation reduction act provisions related to these projects. NIPSCO has several generation-related filings under review at the IURC, a CPCN for conversion of the Gibson project into a BTA, a bill transfer agreement modification for Calvary and Dunns Bridge II filed in August, which includes the aforementioned customer beneficial proposal of switching to NIPSCO's full ownership of the projects instead of tax equity financing and a CPCN for our planned gas peaker project. In addition, NIPSCO has recently received orders approving several PPA projects, Apple Seed Solar, Templeton Wind and Carpenter Wind. For the gas peaker, in September, we filed a CPCN for an approximately 400-megawatt brownfield gas peaker project on our Schahfer site in Indiana. The project utilizes a combination of technologies, including aero derivatives for quick start capability and is a key enabler of our generation transition system performance and the full retirement of coal-fired generation by 2028. Our in-service renewable projects are performing in line with expectations and are reducing fuel costs for our customers. Since our first project went commercial in late 2020, we have been passing back both excess generation and renewable energy credits revenues to customers from this and subsequent projects. In the third quarter alone, this amount totaled $5.3 million for a year-to-date total of $19.9 million. As we look forward, Slide nine shows additional CapEx opportunities not included in our base financial plan through 2028. These include potential items such as continued employment of the IRA to benefit customers and reduce tax equity financing, long-term incremental generation investment opportunities, PHMSA gas infrastructure spending and multiple additional opportunities. The 2020 federal pipe back will require incremental investment in our system for various leak reduction, safety and other operational requirements. These requirements would build on the investments we have been making on our advanced leak detection and repair program. We will continue to be active in this area to support the best outcome for customers in terms of safety, emissions and infrastructure investment. The pipeline of opportunities listed on this page and the approximately $2 billion 2024 to 2028 upside CapEx opportunities continue to be evaluated to determine the most beneficial actions to deliver safe, reliable and cost-effective energy for our communities. As we look beyond 2028, we think a regulated gas and electric integrated utilities, such as NiSource has the potential to access even more investment. This is particularly true as we think about the landscape of further decarbonization. As Nascent technology develops into practical applications, NiSource will look to work these investments into our capital expenditure plans in a customer beneficial manner. These potential and current investments across our electric and gas business support our clean energy transition, further our Scope 1 emissions reduction goals and enhance customer value in a balanced way. In early October, we announced the launch of a multiphase hydrogen blending project. It is one of the first in the United States use a blending skid in a controlled setting to mix hydrogen and natural gas at precise levels. Columbia Gas of Pennsylvania partnered with EN Engineering to construct a skid at our training facility allowing for the controlled blending of hydrogen into our isolated and controlled natural gas system to blend levels ranging from 2% to 20% hydrogen. Throughout the blending project, NiSource will continue to evaluate the viability of hydrogen natural gas plans for other applications such as factories and power plants. As we consider the benefits and potential uses of hydrogen in the future, this project is one step that helps NiSource to determine the most beneficial and viable opportunities. Finally, last month, we issued our first sustainability report. For years, we have published an integrated annual report incorporating both financial and sustainability metrics. This year marks our first stand-alone report of key sustainability topics. The report details the incorporation of E, S and G policies throughout the organization and how these actions support and align with our mission, vision and values. I'm proud of the company-wide efforts captured in this report that demonstrate how we strengthen and support our communities through our business activities. And I encourage everyone with an interest in sustainability to review the report. I'll now turn things over to Shawn.

Thanks, Michael, and good morning, everyone. Slide 10 reviews our financial results from the third quarter. Non-GAAP net operating earnings were $84 million or $0.19 per share compared to $45 million or $0.10 per share in the third quarter of 2022. Year-to-date results continue to track in line with our plan. Visibility from constructive regulatory outcomes and execution on O&M initiatives support our continued guidance to the upper half of the $1.54 to $1.60 EPS guidance provided last quarter. Turning to Slide 11, you'll find segment details and key drivers of our results. Gas Distribution operating earnings were $53 million in the third quarter an increase of $21 million versus the same quarter last year. New rates and capital investment programs drove $42 million of incremental revenue including general rate case contributions in Ohio, Pennsylvania, Indiana, Virginia and Maryland. Capital trackers in Ohio, Kentucky and Virginia provided additional return of capital investment for the segment as well. Offsetting these revenue increases we're spending activities in non-tracked gas O&M for the quarter of $8 million and depreciation from infrastructure programs, which increased $14 million on a year-over-year basis. Electric operating earnings were $184 million in the third quarter, an increase of $69 million versus the same quarter last year. New rates as well as improved weather-normalized commercial and residential customer usage increased revenue by $7.3 million. Non-tracked electric O&M decreased $4 million, and depreciation increased $6 million. Lastly, Corporate and Other contributed $5 million due primarily to lower overall costs across several activities. Now I'd like to briefly touch on our debt and credit profile on Slide 12. Our debt level, as of September 30 was $13.3 billion, $11 billion of which was long-term debt with a weighted average maturity of 12 years and a weighted average interest rate of 3.9%. At the end of the third quarter, we maintained net available liquidity of $1 billion, consisting of cash and available capacity under our credit facility our accounts receivable securitization programs. All three credit agencies have affirmed NiSource ratings and outlooks for the year. We remain committed to our current investment-grade credit ratings and remain on track to achieve our stated 14% to 16% FFO to debt range for this year upon closing of the minority interest sale transaction by the end of 2023. Slide 13 details our refreshed long-term financial commitments. We are extending our 6 to 8 long-term EPS growth guidance to the 2023 to 2028 period. This is supported by a 5-year base capital plan of $16 billion, which fuels 8% to 10% annual 2023 to 2028 rate base growth. The enhanced base capital expenditure plan builds on our 5-year plan by switching from tax equity to full ownership of our next two renewables project in 2024. It also assumes additional capital for PHMSA-related gas infrastructure requirements and electric transmission investments in 2027 and 2028. These investments support incremental $1 billion of CapEx we have now moved into our base capital forecast over the next 5-year horizon. Additionally, we are highlighting $2 billion of upside CapEx not included in the base plan. As Michael indicated, this includes investments to switch from tax equity to full ownership for our last two renewables projects in 2025, long-term incremental generation investment opportunities, electric and gas distribution enhancement opportunities and PHMSA driven investments. We'll be sharing more about these upside capital expenditure opportunities as we engage with stakeholders and develop better line of sight to make these investments for our customers and we'll continue to update and guide our annual capital expenditures plans to reflect the full scope of activities NiSource is engaging upon to deliver safe and reliable service for our customers. Next, I'd like to focus on our financing plan and make four key points on Slide 14. First, we intend to remarket our equity units later this month for proceeds of $863 million. Second, this continues to be the only equity required in our base plan in 2023 and 2024, and is consistent with our prior financing plan for these years. Third, we expect to issue $200 million to $300 million of annual maintenance equity in the 2025 to 2028 periods using an ATM to maintain our capital structure and our current base case capital expenditures plan. Due to the strengthening of our balance sheet in 2023, we believe further enhancements to the capital plan and access to our upside CapEx and can be funded constructively by growth in cash from operations and requires minimal incremental equity from this base financing plan. Fourth, all of these financing costs have been included in our guidance ranges and continue to be reflected fully in the growth rate of our business, which we have projected today. This plan supports both an annual 6% to 8% NOEPS growth rate and 14% to 16% FFO to debt annually for 2023 and the entire 2024 to 2028 period reflected in this planned refresh. As we sit here today, we've been able to increase our capital plan by $1 billion compared to the plan a year ago, while requiring limited incremental equity. This is due in part to higher expected deferred taxes driven by larger solar CapEx and the full ownership of select assets, generating more accelerated depreciation as well as modest amounts of tax transferability proceeds and some timing associated with monetization of credits. One final note on this slide. While the financing plan shared on Slide 14 is projected to support the $16 billion base capital plan. We expect minimal changes when we access capital investment opportunities within the upside plan. This is due in part to the strengthening of the balance sheet projected to be executed in 2023. These activities as well as improvements in cash from operations as a result of selecting those investments continue to support our commitment for all years of our plan to remain within the 14% to 16% FFO to debt which we are positioned to deliver upon once we close the minority sale transaction at NIPSCO this year. I also want to be clear that the NiSource team has been and will continue to be thoughtful about the risks of elevated leverage. One year ago, we recognized the value of financing flexibility and diversity of capital and announced our intention to proceed with an alternative source of financing via our NIPSCO minority transaction. Capital markets remain volatile and expensive versus historical levels for both utility equity and debt. Our base plan continues to carefully take these risks into consideration and builds in balance sheet flexibility, cushion and realistic financing assumptions accordingly. We've also updated our plan to reflect the current interest rate environment, which extends the higher short-term interest rate longer into our planned horizon than before and reflects the current outlook of the credit curve for our projected long-term debt issuances. I'll conclude on Slide 15. Today, we introduced a refreshed long-term financial plan that builds and enhances upon the prior 5-year plan introduced this time last year. Since our Investor Day in 2022 and in just one year, we have outperformed our 2022 NOEPS guidance range by exceeding our $1.44 to $1.46. And with actual NOEPS of $1.47. We've enhanced our 2023 NOEPS guidance range from $1.50 to $1.57. And up to the upper half of $1.54 to $1.60. We've received approval for an agreement to raise $2.15 billion of diversified capital while preserving the scale of our business for our customers' benefit. We've enhanced our projected capital expenditures outlook by $1 billion and we've identified $2 billion more of capital expenditures, we believe, are important to delivering safe and reliable energy for our communities. We continue building a track record of execution and growth, and our commitment to investors, employees and customers is central to everything we do. We'd now like to open up the line for your questions.

[Operator Instructions] Our first question comes from the line of Shah Pourreza with Guggenheim Partners. Please go ahead.

Good morning. It's Jamieson Ward on for Shah. Just building on your prepared remarks, as we think about the four remaining renewable projects at NIPSCO, the potential to replace tax equity with increased ownership, you obviously mentioned having filed the two and then day two you hadn't yet. As we think particularly about the amount, which is not already part of the base capital plan, could you remind us of how we should think about how much capital at a high level that could represent?

Michael Luhrs will handle that question, Mike.

Yes. So thank you. So when we think about the remaining two projects, as you mentioned, the first two associated with Calvary and Dunns Bridge have been included, and we evaluated that and filed to that from the tax transferability. We continue to evaluate the second two. And if those are customer beneficial, then we'll look at how to move forward with those. But effectively, you would be looking in a neighborhood of about $400 million of incremental capital associated with those projects. If they were to be included under full ownership with tax transferability.

Got it. Perfect. Thank you. And second question, to bring some concerns and rumblings out there among some -- we've been seeing some supply chain issues to do with renewables. Specifically, have you guys been seeing any issues in terms of getting panels from the two developers that you're working with?

So at this point in time, honestly, we feel very strong and confident in our dates and in-service dates with our projects, and we think that's evidenced by how we brought the recent projects into schedule. I think there were a lot of benefits to us in how we exercise the generation transition earlier and plan for that. And at this point, we do not see significant supply disruptions. We do pay attention to that. We are always wary of it. There continues to be the need for long lead time equipment with certain items, but we've addressed those.

Perfect. That’s all I have. Thank you very much. And looking forward to seeing you guys at the EI [Ph] in a couple of weeks.

Thank you. You too.

Our next question comes from the line of Durgesh Chopra with Evercore ISI. Please go ahead.

Hey good morning, team. Thanks for giving me time. Michael, just staying on the topic of those -- the tax equity versus rate base. Maybe can you just give us a little bit of color because I think there's an important point for the industry as a whole? What -- I mean you went ahead with the two projects, two projects you were kind of evaluate. Is there any difference project by project as we think about tax equity versus rate base ownership, is the tax equity market more tighter now? Just anything that you can share there because I think that's going to be really important as we move forward with IRA as companies choose rate basing versus tax equity.

So what I would say is, fundamentally, when you look at the benefits of the IRA and what we determined with the first two projects is that it produced significant additional benefits for customer costs. Both in the near term and in the long-term over the project. So we felt very comfortable, and we know that they provide a lot of benefit to customers, and that's why we filed for full ownership with them. There are always differences associated with projects relative to what the capacity factors of them are depending on the region. There's always differences associated with them. Some of our projects include storage versus not. That changes the different tax credits with those projects. What I would say is that we continue to evaluate those projects, the remaining two under the tax transferability provision. And provide that customer benefit opportunity, then we'll look at how to move forward with those. But we're going to go through it in a very methodical and disciplined fashion to make sure that we know it provides the best benefit to all stakeholders.

That's helpful color. I appreciate it. And then maybe just -- I think this will be in Shawn's view of the house. But on the remarketing, Shawn, like what are you assuming in your 2024 EPS guidance, I know it’s small, but are you assuming remarketing that's part one. And then the language includes 200 in your slide that includes $200 million to $300 million equity with or without the remarketing. So the question is if you're not going to remarket how you're placing that equity content.

Yes. Thanks, Durgesh. Appreciate the question. So first and foremost, all of our guidance range for all years of the plan reflect the full cost of financing, which is inclusive of all of the equity that we've shared, I think, on Slide 14. And all of our financing plan has always contemplated a full marketing in the placement of the $863 million effectively raising those proceeds here in 2023. That continues to be our assumption as we move forward. That positions our balance sheet such that we are in the 14% to 16% range for all years of the plan. But more specifically, the minority sale process concluding and closing by the end of 2023 positions us in that range. So the second half of your question is related to what if the units are not remarketing. And we have a lot of flexibility then in that scenario, both in the timing of raising the equity as well as spending our capital expenditures plan. Therefore, we've got flexibility within the 14% to 16% range should that not actually execute.

Got it. Thank you Shawn. I appreciate the time.

Thank you.

Our next question comes from the line of Richard Sunderland with JPMorgan. Please go ahead.

Hi, good morning. Can you hear me?

We can hear you fine, good morning.

Great, thank you. Close out the Fairbanks and Gibson discussion. Just what's the rough time line for a final decision on those projects in terms of ownership structure?

So the IURC doesn't have an extended time line to make that decision. We believe and hope that we'll get a decision from them sometime early next year.

With Calvary and Dunns Bridge. For Fairbanks and Gibson upon that decision associated with Calvary and Dunns Bridge, we would expect to be done with the analysis on Fairbanks and Gibson roughly in that time frame. And then take the next steps forward associated with it.

Got it. Understood. One, I guess, additional points on the outlook update here in sort of the gas price assumptions? I know this is a point of emphasis last year in terms of that customer bill impact and keeping rates at a moderate level. How much of the year-over-year gas price help did you roll into this plan? Is there still cushion relative to assumptions a year ago that help on the kind of upside CapEx from ex this generation discussion?

Let me -- when we built the plan and rolled out at Investor Day in 2022, when we use market curve on natural gas. We did not assume that gas would be $2 to $3 a million BTU. We are still assuming that same market curve in the plan that we have. So I don't characterize that as cushion. We manage that. We don't build. So we didn't build a plan piling in excess capital because we're assuming gas prices are going to stay at $2 to $3. Our land is built on gas prices, whatever the market curve I think its $4 to $5.

Sustaining $4, that's right.

$4 curve.

Got it. And so just to put a bow on kind of the incremental capital and how to think about layering that in -- is this an ongoing effort where over the next few quarters, we could see some of that come into the plan. Or is this more about annual refreshes and kind of the bucket that could be additive versus base CapEx as it stands today?

I would say both as we look at incremental capital opportunities. Now when they come to fruition when we do the analysis and we understand them in terms of customer benefit, shareholder benefit, ability to execute accretion the plan for shareholders, then we'll layer those plans and whether that's on a quarter-by-quarter basis, we'll take advantage on the quarterly opportunity. And then we'll also refresh our capital plans annually to reflect those incremental opportunities.

Got it. Very helpful. Then sorry, one final quick one for me. The NIPSCO transaction with Blackstone, just some of the qualitative synergies there, if there's any upside potential that might come in Indiana territory as a result.

Shawn, do you want to take that one?

Yes, absolutely. We've found the partnership with Blackstone, even before we've closed here as very robust. They're very thoughtful, considerate, executors around capital as well as understanding infrastructure and just the global landscape. They brought ideas to the table that we've already partnered with Mike Cooper, our President in Indiana and the Indiana team more broadly to try and evaluate how we can benefit the state of Indiana, from this partnership. And that's mostly in the vein of economic development, on shoring, increasing manufacturing, potential for data centers, increasing NIPSCO's load. But more specifically, bringing jobs and broader tax base to the State of Indiana. And Blackstone has brought a lot of ideas to the table on that already, and we're looking forward to continuing to action those and bringing some of those into fruition.

Wonderful. Thanks for the time today.

Thank you.

Our next question comes from the line of Paul Fremont with Ladenburg. Please go ahead.

Hi, thank you and congratulations on the additional capital spend. You mentioned $400 million for Fairbanks and Gibson, how much CapEx is associated with Calvary and Dunns Bridge?

Michael?

So when you look at the incremental $1 billion that Shawn mentioned, approximately $500 million is associated with Calvary and Dunns Bridge for the tax transferability, and that's simply going to the full ownership of those projects.

Right. So for the 24 through 27 period, it looks like your capital spend went up by about $1.150 billion. So I guess what makes up the additional spend?

Yes. So when you look at the elements between that, I mean, some of that, if you're looking specifically at the generation projects. I mean some of that, honestly, is just rounding associated with it. And then we did have some general modifications with the projects. But then when you look at the other capital opportunities on top of that, Shawn, I'll let you.

Yes, sure. The incremental MISO transmission projects are a portion of this becoming part of the plan in the middle of the year -- middle of the decade really earlier than what we previously had shared and modeled those were part of the road for change in legislation that we saw come through in May of 2023 and part of Tranche 1 that MISO had handed down for execution. We also see incremental gas modernization in PHMSA work and a little bit more work necessary for us to ensure electric resiliency. Most of that is towards the back half of this decade.

Great. And then it looks like there is some delay in -- on the gas side in terms of your spending, it's like less spending, I think, in 25, but a lot of that looks like it's moved out to 27.

We're just moving capital projects associated with the regulatory time lines that our jurisdictions are supporting for their programmatic investment. But I don't think that's a significant shift nor an indication of change in investment thesis.

Yes, and to add to that, I think that is also a shift in our development of workforce and aligning our contractors and employees to make sure we can execute that work effectively and efficiently.

And then last question for me. When I think about any spend that's incremental to now what's in your base CapEx, can you give us a sense of the percent of that incremental investment that would be supported by equity.

We've not disclosed the specific percentage associated with that, but we reiterate that we believe it would be a modest change to the Slide 14 that we laid out today. And the main reason for that really is the execution of the minority interest sale process in 2023 and really all financing in 2023, which has strengthened our balance sheet such that incremental capital expenditures can flow through more accretively than when we had otherwise not had a strengthened balance sheet. All of the incremental capital expenditures are 100% regulated investments. That means they will grow cash from operations. So on the left-hand side of that slide, you'll see cash from operations flow in that will help to support some of the financing costs otherwise. And then also a portion of these investments will hopefully continue to benefit from the provisions established in the IRA as we develop more solar assets and provide additional favorable tax treatment for NiSource and its customers.

And for 2024, where within sort of the 14% to 16% FFO to debt, would you land without incremental sort of CapEx?

Well, two quick points on that. First off, we don't see any material incremental CapEx in 2024 from the upside plan at this time, which also means that our 2024 financing plan is materially unchanged in all scenarios. Which again assumes no equity issued in 2024 after closing the NIPSCO minority sale transaction as well as the equity units for marketing transaction, both here and fourth quarter of 2023. Further from that, we've not indicated a point estimate. However, I'd say that all years of our plan are within the 14% to 16% FFO to debt range inclusive of 2023 at the conclusion of those transactions.

Okay, great. That’s it. Thank you very much.

Thank you. Appreciate your questions.

Our next question comes from the line of Travis Miller with Morningstar. Please go ahead.

Thank you. Good morning.

Good morning, Travis.

You just answered several of my questions on the CapEx, but I'll put one more out there that adding that 2028 at the same level as 2027. Does that still support the 8% to 10% when we get out to that year-over-year 2027, 2028? Or do you need some of that $2 billion to get to that 8% to 10% rate base? Growth in 2028.

Yes, at this point, it does the base plan still supports the 8% to 10% annual rate base growth. And certainly, we'll continue to evaluate potential for more investment if it's out there.

Okay. So there's enough growth in that 2.9% to 3.2 to support there.

That is -- correct.

Okay. As part of that financing plan, you have that 10% to 12% total shareholder return. What are your thoughts within that in terms of dividend growth? I know you haven't put it explicitly like you have before, but still at 6% to 7% that growth number?

We'll continue to stay within the 60% to 70% payout ratio, and that's how I would mark the dividend within the 10% to 12% as well as we've assumed a flat PE in our plan just in terms of financing assumptions, we've basically marked our PE in the financing side of things here in October and kept it flat for the duration of the plan.

Okay. Okay. And then one more. In terms of the financing, we've seen a couple across the industry, a couple of sales, gas sales, utility sales comps here since you guys last were out in the market. What are your thoughts on the valuations there? It appears they might be more attractive than issuing your straight market equity? Is that something you'll consider as part of the financing plan?

So right now, when we look at our financing plan, we look at our investment windows down the road. We don't think we need to exercise any sales with LDCs. We think we can stay within our 14% to 16% FFO to debt. We think we can grow the business 6% to 8% a year and pay a dividend at 67% payout ratio. So we don't see a knee to sell LDCs. We like the scale of the LDCs. We like our jurisdiction. We think they're really constructive, and we think we have a great organic growth plan.

I'll just add to that real briefly that we still believe in this inflationary environment that stakeholders benefit from the scale of the NiSource assets as constructed today. When you look at robust capital visionary environments, we're able to hold O&M flat and take advantage of a lot of investment opportunity, translating that across the scale of our business. And by getting smaller, it does have an impact to customer affordability that we watch and are considerate of.

Okay, got it. And then one real quick one, is there storage opportunities at the other solar sites that you could add?

So we are actually going through a refresh of the IRP in 2024 and we are evaluating, we know that the IRP indicates that storage would be beneficial to the system and are looking at that within the future plan. And yes, we will evaluate whether or not at the other solar site would be beneficial to ask from.

Okay, great. Thanks so much. Appreciate the answers.

Thank you.

Our next question comes from the line of Aditya Gandhi with Wolfe Research. Please go ahead.

Hi, good morning, Lloyd, Shawn, Michael. Can you hear me?

Good morning. Loud and clear.

Good morning. Shawn, just a question for you on the ATM. You mentioned that you're now expecting higher default taxes. Can you just remind us what assumptions you're making around your cash taxpayer status in the plan, please?

Yes, great question. Relative to the prior plan, we've seen a flip in our taxpayer status from the beginning of 2025 to outside of our current plan horizon. This is driven by a host of assumptions associated with the IRA, but predominantly linked to higher ownership of solar assets. So while there's a number of assumptions that link to this, the net impact is less cash utilization for tax payments than previously projected, which enables more capital assets across our plan without incremental equity financing.

Got it. Got it. Thank you for clarifying that. And my second question is sort of more high level. So when you all came out with your 2022 analyst day plan last year, gas prices were much higher. Those have moved lower. Rates have moved higher since but not try higher. And you've now added $1billion of more CapEx to your plan. There's been good regulatory outcomes and execution on the O&M side as well. Just how do you feel about where you're tracking within your 6% to 8% long-term?

Well, there's no change to the 6% to 8% long-term, we still believe strongly that an annual 6% to 8% OEPS growth range is feasible with this plan, most notably due to the programmatic nature of the investments themselves, how they flow through the regulatory mechanize and then the line of sight we have through trackers and otherwise to be able to recover those accordingly. This plan refresh does incorporate updated guidance around short and long-term interest rates. So it does flow in what we're seeing in the current marketplace. And as I mentioned in my prepared remarks, sustaining that longer at the plan horizon than previously. All of that's refreshed here as we sit here today. Commodity prices as well are effectively flat.

And I think with those commodity prices and that 6% to 8% EPS growth plan we think we also can effectively manage customer affordability in that realm to the point where we can grow for the very long term as opposed to open the capital and increasing customer rates. We believe that there's a regulatory sensitivity here that we need to manage around customer affordability, and we're very focused on that.

Got it. Thank you. That’s all I have. Thanks for taking my questions.

Thank you.

Our next question comes from the Bank of America. Please go ahead.

Hey good morning team. It's Julien Dumoulin-Smith. Not sure what happened there with our dial-in. But good morning, guys. Thank you very much. Appreciate it. Look, we wanted to follow up on a couple of items here. First, just look, let's just talk about timing of these various incremental factors here. You talk about these upsides, can we lay out a little bit of the cadence through 2024 and when we could see some of those? I heard you say earlier, IURC on these two incremental projects for conversion to tax credit transferability that's in the first half of the year. Then as we layer in later in the year, you've got a few other pieces, I imagine. As best I understood your comments? And then could we get some updates on the IRP towards the end of the year? I just want to make sure I understand like how these individual data points filter out to getting visibility of that $2 billion. And then if I can, just a further detail on the FFO translation. To the extent that you do get that $400 million uplift here in spend through the pivot away from tax equity. How do you think about the corresponding FFO to debt impact just on tax transferability given the ability to monetize an FFO? Just to clarify that out a little bit, Shawn.

So let's take those one at a time. Michael why don’t you start with the IRP and some of the generation opportunities.

Yes. So with the generation opportunities in the IRP and even when we talk about potential upside associated with the plan, as I mentioned before, we're working through those in a very methodical and disciplined fashion. Later, I already mentioned with Calvary and Dunns Bridge that we expect something from an IURC in the first part of the year. By that point in time, we would expect to have our analysis associated with Fairbanks and Gibson to be complete and ensuring that it's beneficial to customers. So that's -- in that rough time frame, we wouldn't be expecting to see an update on that analysis. We are working through the IRP refresh in 2024, the IRP refresh wouldn't be towards the latter half of the year associated with it. That will include looking at what we need associated with the pipeline for what's already been mentioned around batteries, additional storage at other solar facilities, additional generation that may be needed relative to the plan from what we're seeing in either economic development or low growth in the areas but that would be more towards the latter part of the year.

Okay. Shawn, do you want to talk about the FFO to debt impact?

Yes. I think it's all incorporated Julien, the 14% to 16% annual guidance rate that we've provided around FFO to debt. So the net result of that is associated with higher deferred taxes, lower cash taxes paid and some slight timing around the monetization of these credits. Although we expect the credit to be passed back to customers in full. Therefore, that might be a timing issue more so than it is any one long sustaining benefit to the FFO to debt metric itself. One other change that occurs through the concept of full ownership and the concept of tax equity, we're able to retain the full tax attributes of a portion of those projects, particularly these two projects that we're moving forward with discussions with the IURC upon such that we retain all those tax attributes, our prior modeling, as you would have expected, would have had all those tax attributes delivered to a tax equity partner. So net-net, that provides us additional tax attributes that are beneficial for the plan.

Got it. Yes, absolutely. I appreciate it. Well, look. And then PHMSA, just what's the time line there, just to go back to the kind of the cadence of things very quickly. I mean, I know that you guys see these big financial updates, call it, once a year around this time. I just -- is that going to be -- you talked about still having some of this resolved, some of it's still ongoing. That's a next year this time kind of update as well? Just to clarify that last piece.

Yes, I believe by time, we understand the full impact of the PHMSA rule, we'll roll that into next year's financial plan. It is a big role with a lot in terms of -- but I think the focus is making the gas distribution system safer, significant reduction in methane leakage and replacing some of the first-generation piping. So I think we'll understand that better later this year or early next year.

Got it. Alright, guys. Thank you very much. Have a great day.

Thank you.

There are no further questions at this time. I would now like to turn the call over to the NiSource team for closing remarks.

There's two things here. Well, let me close and turn it over to Shawn. And I just want to -- we have a really strong team. We have an organization now excited about a plan that we believe is executable significantly derisked. We have a long tail of investment with an organization focused on operational excellence, customer affordability and effective regulatory and legislative relationships along with great financial discipline. So we're excited about where we're going. And I appreciate your question, Shawn.

Appreciate that. Before concluding our call, I just wanted to share some retirement news that we will release this afternoon. It's a distinct honor for me to announce the intention of Randy Hulen, our Head of Investor Relations and Treasury to retire from NiSource at year-end. As many of you know, Randy has been an integral part of NiSource for nearly three decades. His leadership has been invaluable to this company. It's transformed us from the companies we've been to the premium utility that we are today. And it's without question that he's left a positive mark on NiSource. And we're so fortunate to have had him at the helm and finance over the period of time we have. On a personal level, Randy has contributed tirelessly to the success of the NiSource franchise over his many years of service. And it's without question that NiSource is a stronger company as a result of his leadership in so many capacities I am grateful for all that Randy has done to help shape our organization, particularly in the eyes of our investors. While we will miss Randy's ongoing leadership at NiSource, we are excited to announce that Tchapo Napoe will be joining NiSource as VP of Treasury and Corporate Finance; and Chris Turnure will be elevated the Head of Investor Relations. Both Tchapo and Chris brings a significant amount of industry expertise and experience and will be solid leaders in NiSource going forward. With that, thank you all for joining us today, and have a safe rest of the day.