Glen L. Kettering - Sr. VP, Corporate Affairs Robert C. Skaggs, Jr. - President and CEO

Carl Kirst - BMO Capital Elvira Scotto - Banc of America Securities Mark Caruso - Millennium Partners Sam Brothwell - Wachovia Faisel Khan - Citigroup

Good day ladies and gentlemen, and welcome to the Third Quarter 2008 NiSource Earnings Conference Call. My name is Erika and I'll be your coordinator for today. At this time, all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of this conference. [Operator Instructions]. As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to your host for today's call, Mr. Glen Kettering, Senior Vice President of Corporate Affairs. You may proceed sir. Glen L. Kettering - Senior Vice President, Corporate Affairs: Thank you, Erika and good morning to everyone. On behalf of NiSource, I'd like to welcome you to our quarterly analyst call. We appreciate the opportunity to be with you today and thank you for taking the time to join us. Here this morning are Bob Skaggs, President and Chief Executive Officer; Steve Smith, Executive Vice President and Chief Financial Officer; and Randy Hulen, Director of Investor Relations. As you know, the focus of today's call is to review our third quarter 2008 financial performance and provide a business update. We will then open the call to your questions. I would like to remind all of you that some of the statements made on this conference call will be forward-looking statements within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Information concerning factors that could cause actual results to differ materially is included in the Management's Discussion and Analysis section of our 2008 second quarter 10-Q, which was filed with the SEC on August the 4th. And now, I'd like to turn the call over to Bob Skaggs. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Thank you, Glen. Good morning. Thanks for joining us today as we report NiSource's third quarter earnings and provide an update on the progress we're making on our balance plan to deliver long-term sustainable growth. At the outset, I have to note the outstanding progress our team is continuing to make in executing on our business strategy, despite unprecedented turmoil and volatility in the financial markets and the challenging economic environment. This quarter has indeed been a time of notable execution by our team. Enhancing shareholder value through disciplined investment-driven earnings growth continues to be the foundation of NiSource's balance business plan. As noted in our earnings release, and as a direct result of our team's continued success in executing our business plan, NiSource remains on track to achieve 2008 financial results that are within the lower end of the range of $1.25 to $1.35 per share net operating earnings outlook, non-GAAP. In a few moments, I'll speak to some of the steps we've taken to maintain and strengthen our liquidity position. I'll also discus some of the potential near-term earnings pressures we may need to manage as a result of these very challenging economic conditions. But first, I'd like to review NiSource's third quarter results and highlight some key accomplishments across each of our business segments as we execute on NiSource's path forward strategy. As noted in our earnings release, NiSource reported net operating earnings of $9.3 million or $0.03 per share from continuing operations, non-GAAP, for the three months ended September 30. That compares to net operating earnings of $18.9 million or $0.07 per share for the same period in 2007. During the quarter, net operating earnings were affected by higher operating expenses largely related to NiSource's infrastructure expansion and enhancement strategies, increased electric generation and non-recoverable purchased power expense, as well as decreased optimization revenues caused by lower gas market volatility. These impacts were primarily offset by lower interest expense and income taxes. On a GAAP basis, we reported income from continuing operations for the quarter of $32.6 million or $0.12 per share. That compares with $7.9 million or $0.03 per share in the same a year ago. Operating income was $107.9 million for the quarter compared with $109.5 million a year ago. As noted in our earnings release, the increase in GAAP income from continuing operations resulted primarily from the sale of an equity interest in a small railroad company and a reduction in deferred income tax liability and income tax expense related to tax legislation enacted in Massachusetts in July 2008. As a reminder, we focus on net operating earnings and operating earnings both non-GAAP measures. For reconciliation of net operating earnings and operating earnings to GAAP, please see schedules 1 and 2 of our earnings release available at nisource.com. As I've noted in our past conversations, 2008 represents an important year for NiSource as we continue to build the platform for delivering long-term sustainable growth. Specifically, we're taking a number of fundamental steps this year to put in place sustainable drivers of long-term earnings. On all fronts, our team is focused on advancing a broad array of regulatory, commercial and growth investment initiatives. As I discuss the quarterly results in each of our business segments, I am pleased to provide examples of our team's solid brick-by-brick progress on our plan. First, in our Gas Distribution segment, our teams are continuing to deliver on an aggressive set of initiatives designed to synchronize long-term investment structure replacements with thoughtful collaborative regulatory initiatives. During the last few weeks, we've seen several concrete examples of significant progress on that strategy. Turning to the most recent development, Columbia Gas of Ohio, our largest gas distribution unit, reached a definitive agreement with regulatory stakeholders to resolve its comprehensive rate case currently before the Ohio Public Utilities Commission. This agreement, which is subject to the Commission's approval, is not only in line with our financial expectations but importantly, incorporates a number of bellwether rate design and energy conservation enhancements. It also sets the stage for timely recovery of our major infrastructure investments in the state, again, a key element of our long-term strategy. Consistent with our game plan going into the case, the settlement is unanimous and was achieved within less than nine months from our initial filing. Just a great accomplishment by our team on the ground, led by Columbia of Ohio's President, Jack Partridge. Assuming timely approval by the Commission, new rates into the settlement could be effective in Ohio as early as December 1st. We also recently received regulatory approval for Columbia Gas of Pennsylvania's previously announced $41.5 million rate case settlement. Those new rates became effective October 28, again another brick in the wall, in this case, delivered by Columbia Pennsylvania's President, Terry Murphy and his team. While we'd hope to incorporate a long-term infrastructure investment recovery mechanism in the case, we're encouraged with the broad-based support for enabling legislation in Pennsylvania which we believe has excellent prospects for passage in the 2009 legislative session. And recently in Maryland, we filed for $3.7 million or 5% rate increase with Maryland Public Service Commission. Those new rates are expected to become effective in the second quarter of 2009. From an earnings standpoint during the third quarter, our Gas Distribution Operations reported an operating loss of $58.1 million versus an operating loss of $39.6 million for the same period in 2007. The dip in earnings was primarily attributable to increased operating expenses caused by higher employee and administrative expenses, uncollectible accounts, outside service costs and regulatory trackers which are offset in revenue. Net revenues were $2.2 million lower versus last year, due to reduced revenues from stipulation entered into among Columbia Gas of Ohio and its regulatory stakeholders in late 2007, partially offset by an increase in regulatory trackers. Shifting to NiSource's Electric segment, we also are continuing to see progress on an array of regulatory initiatives linked to long-term electric reliability and generation capacity strategies. At the center of that strategy, of course, is NIPSCO's comprehensive electric rate case which was filed in August with the Indiana Utility Regulatory Commission. As many of you know, this is NIPSCO's first base rate case in more than 20 years, and we believe it strikes the balance between the company's need to invest in system improvements while providing reasonable rate and tariff adjustments to all customer groups. Our filing proposes to adjust NIPSCO's rates in two steps. The first step reflects costs and other changes since NIPSCO last rate case in the 1980s. The second step incorporates the Sugar Creek Generating Station into NIPSCO's rate base when capacity from that plant becomes available to serve our customers no later than June of 2010. As you may recall NIPSCO's acquisition of Sugar Creek of $330 million, 535 megawatt combined cycle gas turbine facility was approved earlier this year by the Indiana Commission. In terms of the timetable to resolve the case, it could take 12 to 18 months to process the case during which time our team will be engaged with a wide range of stakeholders in a collaborative fashion that's central to our business approach. Also, during the third quarter, NIPSCO announced that it will be adding 100 megawatts of wind-generated electric power purchases to its portfolio starting with the first quarter of 2009. This increased focus on renewable power fits well with NIPSCO's plan to file up for Demand Side Management program in Indiana. This program would encourage customers to use electricity more wisely and offer incentives for customers to reduce their electric usage during peak periods. Also, it was a key step in developing its bi-annual integrated resource planning process. On October 24, NIPSCO issued two requests for proposals or RFPs to secure new sources of electric power to meet the future needs of its residential, commercial, and industrial customers. The first request seeks capacity and energy proposals for up to 300 megawatts of electricity to address the company's projected electric supply needs during the 2011 through 2016 time period. The second request seeks up to 300 megawatts of electricity generated from renewable sources and/or demand side management technologies to address the company's projected electricity supply needs beginning in 2011. I'd emphasize that NIPSCO is committed to exploring all available energy options in order to meet the needs of its customers. From an earnings standpoint, Electric Operations reported operating earnings of $82.2 million during the quarter versus $102 million from the same quarter last year. Operating expenses were up $12.1 million in our Electric business due mostly to higher generation and maintenance expenses, including expense associated with the Sugar Creek facility and higher depreciation costs. Net revenues decreased by $7.7 million compared to last year, primarily due to non-recoverable purchased power costs and lower margins. These decreases were partially offset by incremental revenues from the new Sugar Creek plant. Moving to our Gas Transmission and Storage segment, our team continues to advance a steady stream of growth projects designed to capitalize on our unparalleled strategic footprint, one that provides significant access to important natural gas production and market areas. Some of those projects under construction... are under construction, now including the Millennium Pipeline, which is targeted for completion during the fourth quarter of this year, and Eastern Market Expansion, which is slated to begin service in the spring of 2009. The Eastern Market Expansion project will provide 97,000 dekatherms per day of added storage and transportation deliverability under 15 year firm contracts. Activity is also ramping up on the Appalachian Expansion Project which received Federal Energy Regulatory Commission approval in August. The centerpiece of that project, which is also fully subscribed on a 15-year firm contract basis, is a new compressor station in West Virginia that will create 100,000 dekatherms per day of transportation capacity starting in the fourth quarter of 2009. Currently before the FERC is the Ohio Storage Project which would expand our Ohio storage capacity by nearly 7 million dekatherms and provide more than 100,000 dekatherms per day of deliverability. Subject to regulatory approvals, we're targeting in service by the end of 2009 on that Ohio Storage Project. In the new project category, we recently announced several initiatives to design to coincide with production increases in Marcellus Shale information which underlies significant portion of Columbia Gas Transmission's Appalachian transmission and storage network. In one case, we announced plans to jointly develop natural gas gathering and processing projects with MarkWest Energy Partners, LP. Those projects would be associated with our existing Majorsville compression... compressor station in Northern West Virginia and Western Pennsylvania. Columbia and MarkWest are also in discussions with natural gas producers regarding plans to provide new gathering and processing services near Columbia's Cobb aggregation system in Southern West Virginia. We also announced our intention to develop additional transmission, gathering and processing services in connection with our so called Columbia Penn pipeline corridor which stretches between Waynesburg, Pennsylvania and Corning, New York, a key location on the Millennium Pipeline. As you know, the Appalachian Basin, specifically in the Marcellus Shale area, is one of the fastest growing natural gas production areas in the United States. And we are well positioned to provide new solutions to help move gas out of that basin to key market areas. And although we are seeing some near-term adjustments to producer drilling programs in light of the current financial and commodity market conditions, the commitment to developing this important resource remains strong. We're convinced that the Marcellus area will be an important source of long-term domestic natural gas supply and that our strong Appalachian franchise will be a key to bringing that gas to market. From an earnings standpoint, our Gas Transmission and Storage segment record... reported operating earnings of $80.3 million for the third quarter compared with $75.5 million during the same period in 2007. Net revenues were up by $1.8 million during the quarter, thanks to increased firm transportation subscriptions related to new interconnects on the Columbia Gulf system. Deliveries from the Hardy Storage field and incremental demand revenues on the Columbia Gas Transmission system also helped boost revenues for the quarter. Those increases were partially offset by decreased revenues from shorter-term transportation and storage services, again, attributable to reduced volatility in the natural gas markets. Operating expenses in our Gas Transmission and Storage units decreased during the quarter by $2.2 million, mainly due to lower outside services. And equity earnings increased by $0.8 million due to higher AFUDC earnings on Millennium Pipeline. In our Other Operations category, we reported operating earnings of $0.7 million in the third quarter of 2008 compared with an operating loss of $0.2 million in the prior period due to increased revenues from commercial and industrial gas marketing activities. And finally, as you may know, we had some important news recently relating to our discontinued operations category. On October 24, a West Virginia court granted preliminary approval of the establishment of the settlement fund of $380 million to resolve the Tawney class action lawsuit. That settlement is subject to final approval by the court, following a fairness hearing scheduled for November 22. Chesapeake Energy is a co-defendant in that lawsuit along with NiSource. NiSource's share of that settlement will be up to $339 million. As noted in our second quarter earnings release and analyst call, we've established the reserve to fully cover our share of the original trial court judgment, including interest. Needless to say, we're hopeful that the settlement will receive final court approval, and we can put this significant uncertainty and distraction behind us. In other earnings related items, it's important to note that our interest expense decreased by $6.4 million during the third quarter when compared to 2007 due to lower short-term interest rates and credit facility fees. Also, contributing to that decrease was the retirement late in 2007 of high cost debt associated with the Whiting Clean Energy facility. Turning to liquidity, net cash flows from operating activities for the nine months ended September 30, 2008 were $250.3 million, a decrease of $148.6 million from the first nine months of 2007. A $116.4 million increase in deferred taxes was more than offset by net changes in assets and liabilities. The weather and gas prices significantly impacted working capital. I would emphasize that we remain firmly committed to maintaining the adequacy of NiSource's liquidity position and our access to credit markets. As part of that ongoing commitment, in late September, we supplemented a $1.5 billion revolving credit facility which extends into 2011, with the new six-month $500 million credit facility. This facility helps ensure ample liquidity to accommodate NiSource's seasonal cash flow requirements, as well as provide short-term payments, related to the Tawney settlement. Looking ahead a bit, like many companies in our industry and indeed across the entire business landscape, the current turmoil in the financial markets and the broader economic slowdown have the potential to create some near-term headwinds for our businesses. As you might expect, we're focusing on a number of key factors that could place near-term pressure on earnings and cash flow, such as industrial margins, housing starts, new customer additions, customer usage and the like. In addition, like most large employers, and as highlighted in a number of recent analyst and other reports, we're keeping a watchful eye on the 2008 market performance of our pension assets, which not surprisingly, have been negatively impacted by the recent turmoil in the debt and equity markets. While we won't be able to fully quantify the impact of 2008 performance and other factors on the next year's expense levels, until actuarial and other analysis are completed in late January to early February 2009, we know that increased pension expense will place a drag on next year's earnings. In terms of sharing our expectations for 2009 earnings levels, our current thinking is that we will update our outlook in the mid first quarter timeframe. In the interest of transparency, I'd also note that we're considering the possibility of limiting our guidance to next year's earnings, with the idea of addressing expectations for the out years when we gain more clarity as to the financial market conditions as well as the extent and expected duration of the economic slowdown. In light of these extraordinary economic times, I want to emphasize that our leadership team in close coordination with our Board of Directors, has been fully engaged in a diligent and ongoing assessment of the potential impacts on our business and financial plans, our capital spending programs and our capital market strategies. In that regard, and anticipating your questions, I'd emphasize that we remain committed to both the retention of our investment grade credit rating and to maintaining the dividend. And I'd add, we think we can do both. With respect to the credit rating, I'd point out that we are encouraged by Moody's recently issued credit analysis in which it indicated that NiSource's current credit rating and outlook continued to be appropriate. Needless to say, managing our company through this challenging economic environment in a prudent, disciplined and balanced fashion remains a front and center priority for me, our entire management team and the Board. At the same time, we'll not let this unsettled market distract us from the fundamentals of our long-term strategy to grow our business, create value for shareholders and our key stakeholders. In that regard, as I repeatedly tell our team, the plan is the plan is the plan. While near-term adjustments may and will be required from time to time, we remain focused on driving execution of our strategy to manage and grow our portfolio of low risk regulated infrastructure assets. As always, we remain committed to communicating with our investors and other interested parties in a transparent and timely manner regarding these and all of our efforts. Ongoing updates will be provided through our analyst calls and news releases provided on nisource.com. Thank you, again, for participating today and for your continued interest and support of NiSource. With that Erika, we'll open the call to questions. Question And Answer

[Operator Instructions]. And your first question comes from the line of Carl Kirst from BMO Capital. You may proceed. Carl Kirst - BMO Capital: Hi, good morning everybody. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Good morning, Carl. Carl Kirst - BMO Capital: And Bob, I appreciate the commentary on the pension flow. I'll hold off for this question until first quarter. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Okay. Carl Kirst - BMO Capital: Let me... can you refresh us what the proposed settlement with Columbia of Ohio is... in kind of an aggregate dollar impact, as well can you share with us at this point what you filed with respect to the two-step process and NIPSCO in an aggregate dollar amount? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes, the revenue amount in Ohio was about $45 million. You recall, we filed for just a bit north of $80 million. And it's unanimous settlement, Carl, that provides for revenue, conservation programs and array of investment programs that will be tracked in rates. And just on that point, number one, I mentioned that we do have a Demand Side Management program that will go effective at the beginning of the year assuming approval of the settlement. We have infrastructure trackers that will be activated for main line [ph] bare steel replacement for the so called riser replacement program and for an automatic meter reading program. Also, remind you that we have an ongoing tracker program for uncollectibles in Ohio. Rate design in Ohio was not settled, that issue has been joined. It's going to be brief for commission action and approval. It's a movement towards the levelized cost, so called levelized rates. There is favorable presence that's been established in Duke's gas case and most recently in the Dominion East Ohio case. We're in the process of regional local hearings. We've had, I believe, two to three of those, and we have an array that are set up. And we believe we're on track for approval of that case, hopefully to have rates effective early in December. So that's Columbia of Ohio, I'll pause for a minute, Carl anything else on that... Carl Kirst - BMO Capital: Well I just wanted to make sure I understood, so the rate design issue as far as going to a larger fixed fee demand component is still unsettled. And I apologize that's currently still in the negotiations then? Robert C. Skaggs, Jr. - President and Chief Executive Officer: No, that will go to the commission for decision. We agreed primarily with the consumer advocate that we would push that to the commission for their disposition. And again that's similar to the procedure process that's been used earlier this year in the Duke Ohio case and most recently the Dominion East Ohio case. Carl Kirst - BMO Capital: Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: And again, the commission has endorsed movement over period of time to what's called levelized rate design in Ohio. So again, we're very pleased; we think this is a balanced thoughtful resolution, and as we said in the prepared remarks and the press release of bellwether case that along with Pennsylvania. Carl Kirst - BMO Capital: Great. And then on NIPSCO? Robert C. Skaggs, Jr. - President and Chief Executive Officer: NIPSCO, again a comprehensive rate case filing for everyone's benefit know [ph] that first time in 20 years, has both cost service rates on and tariff issues in that rate case. The step one filing indicated an increase of about $24 million, that was step one. Step two really consists of the investment and cost for the new Sugar Creek facility that we gained commission approval for earlier this year. And that second step represents about an $80 million, $81 million revenue impact. So again, a bit of a bifurcated two part case. We are currently in the discovery... beginning phases of discovery in that case. And then we will begin... shortly after the first of the year, beginning a series of hearings of that case. Company witnesses, including myself and the CEO of NIPSCO, Eileen Odum will be on the stand in early January. The interveners will begin filing their testimony mid-April, and right now, the scheduled hearings are slated to conclude mid-July of next year. Carl Kirst - BMO Capital: Okay. And then, I'll jump back in queue here, but just last question. Can you just comment on what... you mentioned the decrease in the optimization revenues in the gas market, can you put a number to that if possible? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes. We... for the quarter, we were only off, Carl, about $3 million year-to-year. That's a ballpark number. But for the entire year, we believe we're going to be down $5 million to $10 million from original expectations. And again, it's just a function of volatility. And over the last, let's say, four to six weeks, we've seen reduced liquidity. A number of players as you know, have pulled away from that market, or reduced their activity in that market. Carl Kirst - BMO Capital: Okay. Thanks guys.

Your next question comes from the line of Karen St. Louis [ph] from Belloton. You may proceed. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Hey Kerry, Bob.

Hi, Bob. How are you? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Doing good, and you?

All well, thank you. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Good.

I had two areas that I wanted to focus on. So I appreciated your comments regarding the commitments to investment grade. And obviously, in these uncertain times, there is some balls up in the air. But I wanted to turn to your CapEx forecast. One thing I really appreciate is that you guys have given a lot of detail with respect to what you consider growth, betterment, replacement. So, I've been kind of studying your CapEx forecast, and we've seen a lot of companies start to kind of tweak future years, based on the kind of current uncertainties. And I wanted to kind of get an idea from you, if maybe something tweaks seem reasonable. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Okay.

First, I guess the segment maybe with the most flexibility would be the Gas Transmission segment, is that a fair assumption? Robert C. Skaggs, Jr. - President and Chief Executive Officer: We would agree with you clearly, the potential shippers, folks that we would rely on contracts for new projects, have announced major scale backs in projects. So that's absolutely correct.

Okay. Yes, because I guess I had kind of thought you have kind of like a growth and a maintenance breakout there and that absolute of [ph] CapEx there, it's probably something that could be flexible? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Absolutely, you're correct.

Okay. So I'll just tell you my assumption there is maybe half of that, but you can let me know, if you think that's reasonable? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Okay.

And then, I guess I kind of look through the Gas Distribution and Electric Ops and saw this betterment. And I thought, hey, that's probably kind of like some upgrades to kind of a system that in a critical time there could be a little flexibility there. Does that seem fair? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Well on that one, a bit too general of a comment, betterment refers to a host of different activities at the distribution company. Some of the betterment spend relates to the need to upgrade facilities to accommodate growth in peak demand and some of that may be imminent.

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: It has to be dealt with... some of it could be deferred because sub-divisions aren't building out, commercial activity is not present and that sort of thing. So I would just caution --

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: We get into categories like that... age and conditions. I would just issue a caution, you have to be careful.

Okay. Well maybe you could think about little kind of more detail on what is in that and if there is flexibility. Then lastly, I see these line items for system growth, and clearly if the economy isn't growing as much, then those will be categorized... that could be scaled back due to less growth. Robert C. Skaggs, Jr. - President and Chief Executive Officer: That's correct.

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: And maybe I can just interrupt and give you a macro comment for the benefit of everybody on the call.

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Like everybody else, we are taking a very careful look at the economy. Clearly, we are aware of the importance of liquidity and access to markets and that sort of thing. So as you would expect, the management team, the Board, we are in the process of taking a very, very careful look at all of our spends, CapEx and O&M, and we will be recalibrating.

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: We will be doing in a thoughtful fashion. We are literally in that process. And as we work through the quarter and get to the first of the year, you will see CapEx program particularly near-term that will be adjusted in light of current conditions and our view on what's going to unfold over the next 12 to 24 months. So, that's kind of the near term. I would also be remiss if I didn't mention that the long-term, we believe that we do have many, many opportunities. We also have some needs to invest, and going forward and this is just a bit of the benchmark. We still think about a $1 billion spend on an annual basis is appropriate, but certainly near term.

Great. You know what Bob, I understand what you're saying. And I'm just saying that I know you mentioned you want to commit to investment grade and maintaining the dividends. So something has got to kind of give. So I appreciate the fact that you will be revisiting the CapEx, because I do think that's a very important, and then longer term rate, you can kind of go back. Because if I look back, it seems to me you have been running prior kind of before this kind of growth initiative closer to $800 million in CapEx and making some hair cut to things, that doesn't seem too impossible, you could get back to that level. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes, early for me to comment on specific level. But certainly we're going to recalibrate and you can expect the downward adjustments, but stay tuned for details.

Yes. Okay, well I appreciate that. Next, I was just hoping to get an update on liquidity and just where you stand. It looks like your short-term debt was up slightly. So maybe you could just tell us how much is drawn on your facilities and kind of give us an update there? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes. We're little... on the current facilities, we are little south of $1.3 billion drawn and as you would expect, it's because of the storage injections. A lot of the storage was injected at the higher rates. But having said that, give or take, basically on plan on what we expected at this point in the year.

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: And again, just to state the obvious, we've supplemented the 1.5 billion primary facility with another $500 million. We did initially, because of concerns around gas prices, but we also knew that we might have to deal with Tawney.

Right, right. Robert C. Skaggs, Jr. - President and Chief Executive Officer: So again, we feel very, very good about our liquidity position.

Okay, fantastic. All right, well I appreciate all that color. And I look forward to seeing you out in Arizona. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes, take care. We'll talk to you then.

Okay.

Your next question comes from the line of Leon Duval from Catapult Capital Management. You may proceed.

Yes, Bob, it's actually Steve Weisman [ph]. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Hey, Steve.

Hi, how are you? Robert C. Skaggs, Jr. - President and Chief Executive Officer: I'm doing fine.

That's good. I just wanted to clarify some of the changes you've made in guidance here. You obviously reaffirmed '08, but you're just not reaffirming '09, '010, the guidance that you've had in the past. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes like many, many others, given the conditions, we just think we're going to have to take up a hard look at '09. And again, like everybody in the U.S. economy it seems, we just need to assess the impact ranging from demand levels, new connects, uncollectibles, activity in the short-term marked optimization markets, before we can give you a good forecast. And I forgot to mention, pension expense, Steve.

Pension? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes, which is clearly going to be a big item for us. So, mid-first quarter, we think we can give you a good thoughtful view on 2009. In the prepared remarks, you've heard me say, I like to reserve the right on the out years. Again, that's going to be a function of how good we think our visibility is to the out years given the economic turmoil.

Okay. And with respect to the... maintaining the investment grade and the dividend, and looking at things, is there any possibility that you might need to look at issuing equity or equity-like securities, along those lines? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes, at this point, Steve, that is not the game plan. We don't foresee at this point the need for any large scale moves, be it equity, disposition of assets, equity like. So that's where we stand currently. I'd add, we continue like everybody else to try to understand this economic environment, and what may be required in the new world. But that's certainly not part of the game plan today.

Okay. And then, what are seeing in terms of your... kind of customer base, and expected sales levels, are you seeing any impact on your large industry? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes. So far, if you look through the third quarter, it's amazing, large industrial numbers look solid, look good. But... but again, you read the literature, our large industrial reps talk with their key customers. And everybody is saying the same thing. We just don't know where it's going to go. And one thing that was notable to me, U.S. Steel announced results last week, and you probably saw those media accounts. They said, they just didn't know where 2009 was going to go. And they withheld any sort of outlook on 2009. So we know it's soft, we just haven't seen the data or the information show up. And again, that's one of the reasons we just felt like it would be prudent to wait until we got to January to give you an outlook for 2009.

Okay, one last question. I may have missed this. Just could you update us on the Indiana electric case. And just when should we see some of the big components there and would that be something to wait for before giving any guidance? Robert C. Skaggs, Jr. - President and Chief Executive Officer: The answer on that is no for 2009. But let me go back. I did give Carl Kirst at the outset of the call a pretty comprehensive update. So you may want to listen to that, but I'll cut to a couple of points. Number one, our witnesses go on the stand in January. So we'll begin at that point getting a sense of what the key issues are from the perspective of the interveners. The interveners then file their direct testimony, and I don't have the exact date but it's mid April. And again, we'll have more definition around what their positions are at that point. We're also going to be engaged in ongoing discussions with them. So the case will begin to flush out late first quarter, early second quarter.

Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: The current scheduled hearings conclude mid-year. So, again I think for this case to get maturity, it's going to be second quarter, third quarter perhaps, even fourth quarter. But in terms of an outlook for '09 impact again I think we'll be in a reasonable position mid first quarter, most of the NIPSCO impact from the case 2010 and beyond. This is the way we view it today.

Okay. Great, thank you. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Thank you, Steve.

Your next question comes from the line of Elvira Scotto from Banc of America Securities. You may proceed. Elvira Scotto - Banc of America Securities: Hi. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Good morning. Elvira Scotto - Banc of America Securities: Just a quick question on, I appreciate the comments on '09 but just on the '08 guidance, the kind of hitting the low end of the 125 to 135. Can you talk a little bit about what is embedded in that... in thinking about bad debt expense and conservation and customer growth? And then also are you embedding in that the Columbia, Ohio that the effective rates actually... that the new rates could be effective on December 1st? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes. Let me try to address your question in short stints [ph]. In terms of customer growth and usage, customer growth we had scaled back dramatically, dramatically because we had seen the slowing of the economy so far in advance on new construction and the like. So customer growth is off the tape, it's very low when we think again for '08 consistent with our projections. Similar with gas customer usage, we had projected a modest amount of erosion this year, and we have net or probably beat that number, beat it in a good sense. So we are more or less on top of that number. Again, I mentioned industrial consumption has been relatively strong. Again I'm anticipating some softness in the fourth quarter, but don't know that yet. So again, usage, growth and the like, I would say we feel like we're on plan and should be close to plan through the end of the year. Elvira Scotto - Banc of America Securities: Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Uncollectibles have moved up a bit, but they have not... again my term, blown the plan. Again, I have mentioned that we have strong uncollectible programs, low income programs. We are an aggressive manager of bad debt. Again, I feel like that is relatively manageable at this point. We've just not seen a spike, a dramatic spike. It is up a little bit quarter-to-quarter, but again we feel like that that's manageable. In terms of rate outcomes, Pennsylvania and Ohio most notably, I'll just say this consistent with plan, and we certainly would like to have Ohio approved and effective December 1. Elvira Scotto - Banc of America Securities: Okay. Great. That's very helpful. Thanks for the color. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Okay. Thank you.

Your next question comes from the line of Mark Caruso from Millennium Partners. You may proceed. Mark Caruso - Millennium Partners: Good morning guys. Just as a follow up, Steve covered most of the questions, but did I... just want to make sure for clarification purposes. So Bob, it's... we're going to get '09 outlook in January, but as far as 10 and beyond at this point, we shouldn't expect to use the plan you gave at the end of the year... towards the beginning of the year? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes, first of all let me just be clear. Mid first quarter is when we would project and when we would attempt to give you a good '09. I do want to reserve the right to maybe withhold making a longer term projection... a three year projection simply because of the uncertainty in the markets. And we are concerned about visibility on the economy and recovery or dampening of the economy. So our suggestion is wait until the mid first... I'm sorry wait until mid first quarter for our outlook. Mark Caruso - Millennium Partners: Great. Are you planning on doing the other years, so just sort of give a general sense? Robert C. Skaggs, Jr. - President and Chief Executive Officer: I'd like to reserve the right. Mark Caruso - Millennium Partners: Okay. Robert C. Skaggs, Jr. - President and Chief Executive Officer: We still need to digest what's going on with the economic situation. And again I think it's going to be a function of visibility. Mark Caruso - Millennium Partners: Got you. Okay, perfect. Thanks so much.

Your next question is a follow-up question from the line of Carl Kirst from BMO Capital. You may proceed. Carl Kirst - BMO Capital: Bob, it's actually a kind of follow-on, sort of touching base with both Steve and Kerry's question, CapEx and equity. And I guess, to a certain extent as we look out and just kind of a strange time to be talking about, growth with everything that's going on. But something like the major new Penn pipeline, clearly that's being pushed off. We're also looking though at Mid-Continent spot prices right now, just collapsing and there is question of whether not the old volunteer system taking gas maybe into Atlanta might ultimately work. I guess as you sit back and look at everything today, is this something where the new project development team has essentially been put on hold? Or is this, hey keep going out if you can sign contracts and we can actually get a viable project, we'd even be willing to do equity to go after it. How should we think about that right now? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Carl, we're still active but quite frankly active in the sense of when things turn around. Right now, it is slow on new large scale projects, no doubt about it. But our team is using this time to get position or what we think is inevitable upswing and the return of activities. So that's what we're really focused on. In the meantime, we continue to look at bite-sized projects that are on system or adjacent to system. And I think a good example of that would be what we're calling the new Penn corridor. We know that there is production that wants to get to market in the Appalachian area that some folks have begun work on Marcellus. And we think again there are bite-sized opportunities that we can cultivate near term 2009, 2010 that will be financially helpful. And also, could be the predicate for a larger project such as morphing into a full scale new Penn project. So that's the approach call as we speak. Carl Kirst - BMO Capital: Okay. Thank you.

[Operator Instructions]. Your next question comes from the line Sam Brothwell from Wachovia. You may proceed. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Hi Sam. Sam Brothwell - Wachovia: Hi, hi, good morning guys. My question has actually been answered, thank you. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Okay, thanks.

Your next question comes from the line of Faisel Khan from Citigroup. You may proceed. Faisel Khan - Citigroup: Hey guys. It's Faisel from Citi. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Hey Faisel, how are you? Faisel Khan - Citigroup: Hanging in there. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Good, like what. Faisel Khan - Citigroup: All right, a question on the Millennium project. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes. Faisel Khan - Citigroup: What's the... is that project expandable? I mean, what's the ability to expand that the system into the [indiscernible]? Robert C. Skaggs, Jr. - President and Chief Executive Officer: It is expandable. Faisel Khan - Citigroup: And what... have you had... what are the conversations been like with the shippers on that system, is that -- Robert C. Skaggs, Jr. - President and Chief Executive Officer: I'd tell you right now the sole focus has been getting construction completed. Challenging build, across that southern tier of New York. And frankly, it's been solely, let's get this done. Let's get this in service prior to the end of the year. Faisel Khan - Citigroup: And how's that construction taking place versus, your expectations to start it out? Robert C. Skaggs, Jr. - President and Chief Executive Officer: We knew it was going to be challenging. We go through so many sensitive areas that require really delicate construction, very, very tight compliance with environmental regulations. Again, it's been a challenging build but one that we think we can get operational prior to the end of the year. Faisel Khan - Citigroup: And what about the construction costs in terms of steel and labor? How is that working -- Robert C. Skaggs, Jr. - President and Chief Executive Officer: Well you may recall we had locked in steel prices relatively speaking early on in the project. We have had construction cost pressures and I'm not going to speak for the partnership, I'm going to have to let them speak to cost. And the like, but like other major projects, we've had pressures. Faisel Khan - Citigroup: Okay. And in your kind of press release, you talked about the phase development of your of your existing pipeline corridor Waynesburg, Pennsylvania and Waynesburg, New York, how does that take place? Is that a larger... what's the magnitude of that term project? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Yes... and I have a response to Carl earlier. These are relatively speaking bite-size like development. So again, providing producers with access to transmission and openly ultimately market points that they can get gas to actual markets. So there are a number of phases that we have slated for 2009, again relatively small manageable bite size like builds and just order of magnitude for the first three Phase or so $20 million is a good ballpark number on investment. Faisel Khan - Citigroup: And what about volumes? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Volumes, again relatively small... again first year may be 100,000 a day. Maybe little bit north of that or little bit south. But that's a good ballpark number. Faisel Khan - Citigroup: Okay and then these... the projects that you're looking with MarkWest. Would that be outside of the FERC regulated system or would that be a regulated processing? Robert C. Skaggs, Jr. - President and Chief Executive Officer: Obviously MarkWest would concentrate on non-regulated and we would be focused on the more regulated and clearly if we have an opportunity to use non-regulated gathering. We'll certainly use both, we're not reluctant to use either one. Faisel Khan - Citigroup: Okay, great. Thanks guys.

This concludes the question-and-answer portion of the call. I would now like to turn it over to Skaggs for closing remarks. Robert C. Skaggs, Jr. - President and Chief Executive Officer: Okay Erica again thank you and thanks once again for your participation this morning. Your ongoing interest and support of NiSource. Thank you very much and have a good day.

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. And have a wonderful day. .