Glen L. Kettering - Senior Vice President of Corporate Affairs Robert C. Skaggs - Chief Executive Officer, President, Director and Interim Chief Executive Officer for Gas Distribution Segment Stephen P. Smith - Chief Financial Officer and Executive Vice President

Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division Carl L. Kirst - BMO Capital Markets U.S. Charles J. Fishman - Morningstar Inc., Research Division Paul Patterson - Glenrock Associates LLC

Good day, ladies and gentlemen, and welcome to the Q3 2013 NiSource Earnings Conference Call. My name is Parita, and I'll be your operator for today. [Operator Instructions] As a reminder, this call is being recorded for replay purposes. I would like to turn the call over to Mr. Kettering, Senior Vice President of Corporate Affairs. Please proceed, sir. Glen L. Kettering: Thank you, Parita, and good morning, everyone. On behalf of NiSource, I'd like to welcome you to our quarterly analyst call. With us this morning are Bob Skaggs, President and Chief Executive Officer; Steve Smith, Executive Vice President and Chief Financial Officer; and Randy Hulen, Managing Director of Investor Relations. As you know, the focus of today's call is to review our financial performance for the third quarter of 2013 and to provide a business update. We'll then open the call to your questions. At times during the call, we'll refer to the supplemental slides available on www.nisource.com. I'd like to remind all of you that some of the statements made on this call 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 those risks and uncertainties is included in the MD&A and Risk Factors sections of our periodic SEC filings. And now, I'll turn the call over to Bob Skaggs. Robert C. Skaggs: Thanks, Glen. Good morning, everyone, and thanks for joining us. Today, we'll be sharing highlights from another quarter of solid execution and continued strong performance by the NiSource team. As usual, our agenda will be crisp. First, I'll touch on several execution highlights and key takeaways from the third quarter. Next, Steve will provide an overview of our financial results. And finally, we'll update you on upcoming key markers and ongoing initiatives. That should leave plenty of time for your questions. With that agenda in mind, let's get started with key takeaways from the third quarter. You'll see these listed on Slide 3 in the supplemental deck that was posted online this morning. First and foremost, as you saw in our earnings release, NiSource's infrastructure-focused business strategy continues to deliver solid financial results. Our third quarter performance was squarely in line with our expectations and consistent with our 2013 earnings guidance range of $1.50 to $1.60 per share non-GAAP. As you know, the engine driving our performance is capital investment, specifically earnings-accretive investments and infrastructure growth and long-term modernization programs. In that regard, I'm pleased to note that we're fully on track to deliver on NiSource's enhanced $2 billion capital investment program for 2013. As I've noted previously, about 75% of that program is earmarked for earnings-accretive growth and revenue-generating investments. Underpinning our infrastructure investment strategy is NiSource's deep and growing inventory of quality infrastructure investment opportunities. During the third quarter, our team continued to enhance and execute against that investment inventory. For example, our Indiana gas and electric utility, NIPSCO, filed a 7-year, $700 million plan to modernize and expand its core natural gas system. This follows on the heels of NIPSCO's $1 billion electric modernization plan. As you may recall, these plans synch with recently enacted Indiana legislation that encourages energy infrastructure investment. The gas plan will replace aging infrastructure and extend service to rural areas among other items. We anticipate commission action and initiation of those investments in mid-2014. NIPSCO also successfully extended its 2010 gas rate settlement through 2020. This is a great win-win settlement that will continue to deliver benefits for all our major stakeholders. Meanwhile, our team at the Columbia Pipeline Group or CPG is on track with the first year of our landmark pipeline system modernization program. We're on pace to make our first tracker filing with the FERC by the end of the year. Our 2013 investments will total about $300 million, with recoveries slated to start February 2014. Our CPG team also continued to execute against our midstream strategy with the announcement of a new $60 million natural gas liquids pipeline project that will support the new Hickory Bend processing facility. The NGL line is targeted to be in service in the third quarter 2014 and will have a transport capacity up to approximately 90,000 barrels of natural gas liquids a day. And last but certainly not least, our gas distribution teams continue to execute on a broad array of infrastructure replacement and enhancement programs while advancing the complementary agenda of customer and regulatory initiatives. In fact, our NGD teams are on track to complete a record $765 million capital investment program this year. Meanwhile, our team is successfully managing several key regulatory proceedings closely linked to our infrastructure investments, including ongoing cases in Kentucky and Massachusetts. So to recap, it's another solid quarter of execution against NiSource's well-established business plan. The team's performance is squarely in line with our outlook for 2013 and consistent with our commitment to build shareholder value through long-term sustainable earnings and dividend growth. With that, I'll turn the call over to Steve Smith to take a closer look at our third quarter financial results referenced on Page 4 of our supplemental slides. Steve? Stephen P. Smith: Thanks, Bob, and good morning, everyone. As Bob mentioned, our team again delivered a very strong quarter. NiSource delivered net operating earnings non-GAAP of about $57 million or $0.18 per share during the third quarter. That compares with about $12 million or $0.04 per share for the same period last year. Our operating earnings for the quarter came in at about $184 million. As we noted on our last call, our results for 2013 reflect our $340 million forward sale equity issuance completed on September 10, 2012, which added approximately 24 million common shares to the balance sheet. On a GAAP basis, our income from continuing operations for the quarter was about $50 million or $0.16 per share compared to about $17 million or $0.05 per share in the third quarter of last year. Schedules 1 and 2 to our earnings release show the GAAP to non-GAAP reconciling items. Turning to our business units. Columbia Pipeline Group or CPG delivered operating earnings of about $99 million in the third quarter compared to about $39 million for the prior year. Net revenues at CPG, excluding trackers, were up about $68 million for the quarter primarily due to the Columbia Transmission modernization settlement charge in the third quarter of 2012. CPG remains on track to deliver earnings in line with our plan for the year. NIPSCO Electric delivered operating earnings of about $91 million for the quarter compared to $78 million in 2012. Net revenues, excluding trackers, were up about $12 million for the quarter due primarily to increased recovery of environmental investments and higher industrial and commercial margins. And NiSource Gas Distribution reported operating earnings -- an operating earnings loss of about $0.5 million for the quarter compared to operating earnings of $9.7 million in 2012. Net revenues, again excluding trackers, were up about $12 million for the quarter due primarily to our regulatory progress and infrastructure investments. Operating expenses were up due primarily to higher environmental costs, increased outside services and administrative costs and higher depreciation from increased capital spend. Like our other business units, NGD remains on track to deliver earnings for the year in line with our expectations. As Bob noted, we're pleased to report that we're squarely on track to deliver earnings well within our guidance range for the year, which we are reaffirming at $1.50 to $1.60 per share, again, non-GAAP. Turning to Slide 5, let's quickly touch on our financing and liquidity highlights. I'm pleased to report that our liquidity position remains strong at approximately $1.4 billion as of the end of the third quarter. This is supported by a number of recent developments, including the 30-year issuance of $500 million in debt earlier this month. We also increased our revolving credit facility by $500 million to $2 billion and extended the facility through September 2018. As of September 30, our debt-to-capitalization ratio was 59.7%. Before turning the call back to Bob, I would like to take the opportunity to reiterate NiSource's core financial commitments, which are: maintaining our stable investment grade credit ratings; growing earnings by 5% to 7% annually; growing the dividend by 3% to 5% annually; and maintaining a strong liquidity position, all while supporting a robust investment program. And as Bob mentioned earlier, our team's continued strong focus on execution keeps us squarely on track to deliver on these core commitments. With that, I'll turn the call back to Bob. Robert C. Skaggs: Yes. Steve, thank you. Before opening the call to questions, let me quickly hit on some key markers and ongoing initiatives across each of our business units. Let's start with CPG highlights on Slide 6. Our CPG team continues to deliver on all fronts, from modernization to midstream to regulated pipeline growth projects. At the forefront, Columbia Gas Transmission is making solid progress on its long-term system modernization program. As I mentioned earlier, we're on track to file our first modernization tracker filing by year end. That filing will include qualifying investments of about $300 million with recoveries slated to start in February 2014. On the midstream front, in addition to the new NGL pipeline project I mentioned, work also is progressing well on the Hickory Bend processing facility and gathering pipeline in the heart of the Utica Shale. In fact, just earlier this week, we hosted a dedication ceremony at the processing facility, which was attended by Hilcorp CEO, Jeff Hildebrand, many stakeholders within the local community and Governor John Kasich of Ohio. The first phase of the project will provide 200 million cubic feet per day of processing and 600 million cubic feet per day of gathering starting by the end of this year. As we noted last quarter, one lateral on the Hickory Bend system, called the Carbon Limestone lateral, is already transporting Hilcorp's early Utica production. From a production standpoint, our resource development arrangement with Hilcorp is moving forward consistent with our plans. The development of the acreage continues, and 10 wells are now in various stages of drilling. Another 8 wells are currently in production. We remain encouraged as the initial production flows are consistent with some of the better results reported in the area. Drilling activity will continue to accelerate, and we anticipate that by 2014, we'll be completing 25 to 30 wells per year, all in all, very much in line with our expectations. Our CPG commercial team also is moving ahead with an inventory of growth projects of more than $0.5 billion in total investments and more than 1 billion cubic feet per day of added capacity. That inventory includes the significant East and West Side Expansion projects as well as various others outlined in the appendix of our supplemental slides. And finally, our Millennium Pipeline partnership is moving forward on the new Hancock Compressor station, a $45 million project that will increase delivery capacity to 850,000 dekatherms per day. That project is set for completion by April 1, 2014. As you can see, our CPG agenda is rich with activity designed to strengthen customer service, share the continued reliability of our system and support the development of the burgeoning shale supplies, great work by the entire team. Let's now shift to Indiana and our Electric business as summarized on Slide 7. NIPSCO continues to advance its agenda of customer service, reliability and long-term growth and modernization. As I mentioned, we followed infrastructure modernization programs for both NIPSCO Gas and Electric assets, plans totaling more than $1.7 billion investment over the next 7 years. In addition, NIPSCO remains on track with the $500 million plus scrubber project at our Schahfer Generating Station. The first for the Schahfer FGD units will be online before the end of this year. Thanks to the team, we're on schedule if not a bit ahead of schedule and on budget. The second unit is scheduled for completion in late 2014. Construction and engineering also is moving ahead at our Michigan City Generating Station, where NIPSCO is installing a $250 million FGD unit. Significant construction will begin in 2014 with an in-service date targeted for year end 2015. Also on the environmental front, in early October, the IURC approved NIPSCO's capital projects and associated cost recovery for investments related to the EPA's Mercury and Air Toxics Standards, so called MATS rule. The MATS investments are expected to reach approximately $60 million over the next 3 years. NIPSCO also is moving forward with an overall investment of up to $0.5 billion for 2 electric transmission projects in northern Indiana. These projects will strengthen the midwest electrical infrastructure while supporting economic development and providing new jobs. The final round has been selected for the first project, the Reynolds to Topeka line, and outreach to land owners and communities along the path are well underway. The second project will kick off with a series of community open houses in early 2014. All in all, NIPSCO is positioned to provide sustainable value for its customers, the economy, and communities in Northern Indiana for many, many years to come. Let's turn now to NGD discussed on Slide 8. Our NGD team continues to deliver strong results by aligning its long-term $10 billion infrastructure replacement and enhancement program with a variety of complementary customer and regulatory initiatives. On the regulatory front, I've already noted the NIPSCO gas rate settlement extension and the infrastructure filing, and new rates went into effect at Columbia Gas at Maryland following approval of a $3.6 million annual revenue increase granted by the Maryland Commission. Also, as a reminder from our last call, new forward-looking rates went into effect on July 1 at Columbia Gas at Pennsylvania. In Kentucky, our ongoing rate case seeks an annual revenue increase of about $17 million. We're in active discussions with our stakeholders on a potential settlement. Stay tuned. In Massachusetts, our current rate case is designed to support the company's expanded infrastructure efforts with timely recovery. The case seeks increased annual revenues of $30 million. We expect new rates to be effective in Kentucky in January 2014 and in Massachusetts, during the first quarter of 2014. Again, our Gas Distribution team continues to set the standard for disciplined project execution paired with a foundational commitment to customer service and stakeholder engagement. To wrap up, teams across NiSource are continuing to deliver on our core strategy, and we're well positioned to meet our commitments in a disciplined, balanced and sustainable fashion going forward. Our third quarter performance is squarely in line with our outlook for the year and consistent with our commitment to deliver long-term sustainable value for our shareholders and for all of our key stakeholders. As always, we'll communicate with you about these and all other matters of importance in a transparent and timely manner through our analyst calls and news releases posted on www.nisource.com. Thank you for participating today and for your ongoing interest in support of NiSource. Now, Parita, let's open the call to questions.

[Operator Instructions] Your first question comes from the line of Paul Ridzon from KeyBanc. Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division: A couple of questions. One is -- the $1.7 billion spend at NIPSCO around SB 560, what's the shape of that spend? Robert C. Skaggs: It ramps up, Paul, as our spending on the 3 scrubber projects begin to wind down. Now actual spending will begin as soon as we receive commission approval in '14, but again, it ramps up over the 7-year period. Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division: And then I saw you file the... Robert C. Skaggs: Paul, I may have one other note just for you and the other folks on the call. We've been fairly consistent in saying that, as it currently stands, NIPSCO's CapEx program, give or take, is in the $450 million to $500 million range, and that's what we intend to keep it at going forward. So again, think about scrubbers ramping down T-Desk [ph] or 7-year investments beginning to ramp up. Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division: And I saw you file the mixed shelf yesterday, but we're still thinking about mid '15 for the next equity raise. Is that fair? Robert C. Skaggs: That's correct. And the shelf that we filed yesterday was a routine filing. We needed to file that by early November. So it was a routine filing, and we're still projecting the need for additional equity second half of '15. Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division: And then in the past, in our discussions, you've made it clear that the idea of an MLP is certainly on the table, but you just wanted a better line of sight on an inventory of appropriate projects before you let that genie out of the bottle. Can you just kind of refresh or update us on your latest thinking? Robert C. Skaggs: Yes, you're directionally correct. It continues to be a viable option. It's certainly worthy of consideration. As you know and others know, we've been looking at it carefully, albeit deliberately. A couple of key considerations that we need to navigate, number 1, are credit considerations. Given we're relatively low, BBB-, we need to navigate the credit considerations carefully. There's also concerns around tax leakage, and again, we have to navigate that issue. Both, I would say, aren't show stoppers, but I also say both aren't trivial. So they require careful thought and consideration. The team continues to look at and work through the considerations, and I think we've also said as we get closer to '15 and the need for additional equity, consideration becomes more relevant. In the meantime, the team's focused on developing accretive projects and building the investment inventory.

The next question comes from line of Carl Kirst from BMO Capital. Carl L. Kirst - BMO Capital Markets U.S.: Paul actually kind of touched on the shape of the spend for the modernization program, and so, as you've answered that, this question may be a little bit less relevant from a timing standpoint. But as we' think about the response you got on the Electric side, not really taking issue with the dollar spend, so kind of coming out relatively close to where you guys were, is this something from SB 560 that necessarily has to get litigated? Or is there actually potential for settlement on both the Electric and Gas side just to sort of bring certainty to it? Robert C. Skaggs: Yes. Our standard approach, we prefer to settle anything and everything we possibly can, and we're always exploring that opportunity. Having said that, both of these cases are cases of first impression. First one's filed under the new legislation. So our expectation is that they will be litigated, that there will be a process. But you've already suggested. We think the process is going to be constructive, and it's going to help all the stakeholders to come out to the right decisions on both filings. Carl L. Kirst - BMO Capital Markets U.S.: Okay. I appreciate that. And then just sort of a micro question, if I can, on the LDC side. The expense looks like it's running around 11% higher year-over-year. And there were several reasons cited for that, so I appreciate the color. I guess my question is, should we be looking at this effectively as a new run rate? Stephen P. Smith: Well, Carl, let me take that. This is Steve. We're on track for the earnings growth projections we've previously shared with you at NGD. And really, as we ramp up the capital investments that drive that growth, you'll see associated expense growth in short windows during which the lead lag dynamics of spending and recovery shift. So over the plan, the additional expenses associated with the growth are all well matched with the regulatory recovery. So it's nothing out of the ordinary, and it's fully within our expectations.

The next question comes from line of Charles Fishman from Morningstar. Charles J. Fishman - Morningstar Inc., Research Division: Equity issuance, and I think, last time, you talked about that. You said about the size of the one last year. So is that still your thinking, $400 million plus or minus? Robert C. Skaggs: In terms of modeling, I think that's a good number to use. Charles J. Fishman - Morningstar Inc., Research Division: Okay. Stephen P. Smith: In the latter half of 2015. Charles J. Fishman - Morningstar Inc., Research Division: Right. Yes. Yes. And then on -- I noticed in the release, it said industrials were strong for the recently ended quarter. Any particular industry or -- I know you're heavy in steel. Robert C. Skaggs: Yes. We're -- and actually, the steel load was fine during the quarter. And so the quarter was -- I would call it a pleasant surprise, but for the year, we believe that the load is going to be flattish. And our projections was flattish. Our outlook tends to be flattish, and our models are premised on flat industrial activity. And so as you look at the company and the business, that's what I would assume. Charles J. Fishman - Morningstar Inc., Research Division: So at this point, let's say for 2014, what kind of growth, let's say overall, on the retail? Do you have any thought about that? Robert C. Skaggs: Flattish. Flattish. Charles J. Fishman - Morningstar Inc., Research Division: Flattish? Robert C. Skaggs: Yes. Charles J. Fishman - Morningstar Inc., Research Division: Okay. Robert C. Skaggs: When you think about NiSource, be it residential, commercial or industrial, think and model, flattish. Charles J. Fishman - Morningstar Inc., Research Division: Okay. On the Slide 13, on CPG, I noticed that the LNG exports, the bottom end of that range, bumped up $150 million. Was there some project in development that's moved from sort of early stage development to late stage? Is that what happened there? Robert C. Skaggs: Yes, that's a fair statement. You may recall that we held an open season, gosh, 3 months ago, on a project called Cameron Access or Cameron Reach. The team continues to work on that project diligently, and I would only say stay tuned.

You have no question at this time. [Operator Instructions] Your next question comes from Paul Patterson from Glenrock Associates. Paul Patterson - Glenrock Associates LLC: You guys filed a complaint for -- regarding the joint operating agreement between MISO and PJM and sort of the lack of transmission that have been acted upon, I guess, transmission proposals regarding sort of market-to-market congestion, and I was just wondering what you saw as the potential opportunity. I mean, I did see that there was some of these things mentioned recently at PJM that you guys had proposed, and I was just wondering how they sort of fit into your plans that you guys have outlined today. Is it upside from here? And just what sort of opportunities that might lead, just with the market implications, might be of it [indiscernible]. Robert C. Skaggs: Yes, let me just speak to the filing. That filing was simply an effort to encourage PJM and MISO to work more cooperatively, work in a more coordinated fashion so that we can continue to rationalize, grow, reinforce, strengthen interstate transmission. So that's what it was, pure and simple. And we have 2 major electric transmission projects underway. We hope that there are additional opportunities that are of that size and nature within our footprint. So that's what we're -- we're looking for those opportunities. But again, we do think PJM and MISO need to work more closely together so that this can unfold in a more coherent fashion. Paul Patterson - Glenrock Associates LLC: Okay. And is that part of your CapEx program? Or is that just sort of additional? Or how should we think about it? Robert C. Skaggs: Well, we have included in our outlook, in our plans, about $0.5 billion for 2 specific electric transmission projects that have been approved by MISO and the FERC and are actually under construction. One is into the right-of-way process. The second one is just launching. Now again, our hope and desire would be to identify, develop, originate projects similar in nature to those. We do not have those yet to be defined opportunities reflected in the plan. Paul Patterson - Glenrock Associates LLC: But can you give us a sense as to what you think it might do in terms of market dynamics? I mean, you're talking about -- I guess it's sort of like lowering the congestion. At least I guess -- I assume that would have the impact of sort of facilitating generation deliverability into PJM or I guess, theoretically, vice versa. Is -- do you have any sense as to what the impact could be with respect to that? Robert C. Skaggs: Yes. I can't give you any sort of refined, precise nature of the impact, but you're right. The point is to improve the efficiency of the system, to relieve transmission congestion and make the grid just operate better and more reliably. But I can't give you -- I cannot reduce that to a quantified improvement.

The next question comes from the line of Peter Hoke [ph] from Zimmer Partners.

I just wanted to spend some time with the CPG income statement for a moment, if we could and just kind of try and understand how revenues are flowing through and expenses through that group, again, a real healthy step up in the operating earnings there. But where are the transportation revenues step up coming from now? And the other revenue line, how does that break out? Robert C. Skaggs: Yes, good question. Let Steve walk you through some of the geography. Stephen P. Smith: Yes, sure. Just at a high level, what transpired last year at this time was a modernization settlement charge that we took in the third quarter. So fast forward to the third quarter this year, what you're seeing is 2 offsetting items, one in revenue, one in depreciation. And the revenue offset is about $66 million, and the depreciation offset is about $16 million. So you net those two together, and that's $50 million, effectively, that we took in the third quarter of 2012. With respect to the other revenues that you're referring to, that's primarily -- that increase of $25-or-so million is effectively the other transmission rate adjustment, which is a tracker, which is offset in O&M. So it shows up in revenues and in other revenues. Robert C. Skaggs: But it's tracker. Stephen P. Smith: But it's track, so there's really no incremental benefit as a result of that tracker activity.

Got you. I see what's going on there, and that's perfect. And then just to drop down in the equity earnings line, what's flowing through the equity earnings there? Stephen P. Smith: The equity earnings are all the partnerships that we have. And primarily the driver there that's increasing quarter-over-quarter is almost entirely increases from Millennium Pipeline. So earnings are up a couple of million dollars as a result of that. Robert C. Skaggs: But in that buck would be Millennium, Hardy Storage. Stephen P. Smith: Pennant.

Okay, perfect. And then the -- once the modernization tracker filing gets taken care of and I guess you're saying starting in February '14, then we'll see a similar pattern as the other revenues bump up and the O&M, the tracker line will kind of go along with that, right? Stephen P. Smith: That's correct. Robert C. Skaggs: That's right. Stephen P. Smith: And we're finishing up the first year of modernization, in and around $300 million of spend so far in 2013. We'll be making that filing at FERC shortly, and the revenues will be increased in the February 2014 timeframe. Robert C. Skaggs: You may have heard us say before that we see this arrangement being earnings accretive beginning in '14 as that tracker kicks in, cash accretive beginning into '15.

Okay. And then this gain on storage gas, what were the conditions that allowed you to do that? I thought with depressed gas prices, it would be difficult to recognize that. Robert C. Skaggs: Yes. We are always looking at our storage fields, and you know we have a slew of storage fields in the mid-Atlantic regions. We're always looking in that -- at that from an engineering standpoint and optimization standpoint. In fact, that's the way we look at the entire capacity of the network. And when we have -- when we feel we have an opportunity to adjust the base gas storage or any capacity, we look at market conditions and try to take advantage of it. And we do this periodically, and that's what occurred in this situation.

Okay, fine. And then the O&M line, x the trackers, showing about 3.5% to 4% growth there, is that something that we could expect for CPG just because of the growth of the business? Or will it be more or less than that? Robert C. Skaggs: Yes. Going forward, it's going to be less than that. In fact, good question, across NiSource, we see O&M increases tracking at about the rate of inflation. That's across the entire footprint. But both pipeline group and gas distribution group have had some Millennium pressures as they've made these dramatic increases in the CapEx programs. Those increases will normalize and/or will be recovered in rates.

Thank you. I would now like to turn the call over to Mr. Bob Skaggs for closing remarks. Robert C. Skaggs: Yes. Thank you very much. And to all the participants on the call this morning, thank you for your interest, your attention and support of NiSource. Have a good, safe day. Thanks.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the presentation. You may now disconnect, and have a good day.