Randy G. Hulen - Vice President of Investor Relations 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

Charles J. Fishman - Morningstar Inc., Research Division Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division Carl L. Kirst - BMO Capital Markets Canada John D. Edwards - Crédit Suisse AG, Research Division Rebecca Followill - U.S. Capital Advisors LLC, Research Division Christopher P. Sighinolfi - Jefferies LLC, Research Division

Good day, ladies and gentlemen, and welcome to the Q1 2014 NiSource Earnings Conference Call. My name is Ian. 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. Randy Hulen, Vice President, Investor Relations. Please proceed, sir. Randy G. Hulen: Thank you, Ian, and good morning, everyone. On behalf of NiSource, I would like to welcome you to our quarterly analyst call. Joining me this morning are Bob Skaggs, President and Chief Executive Officer; and Steve Smith, Executive Vice President and Chief Financial Officer. As you know, the focus of today's call is to review our financial performance for the first quarter of 2014, as well as provide an overall business update. We will then open up the call to your questions. At times during the call, we will refer to the supplemental slides that are available on nisource.com. I would like to remind everyone that some of the statements made on this conference 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 such risks and uncertainties is included in the MD&A and Risk Factors sections of our periodic SEC filings. And now I'd like to turn the call over to Bob Skaggs. Robert C. Skaggs: Thank you, Randy. Good morning, and thanks for joining us. As we noted in this morning's release, our team delivered another quarter of solid performance. Today, we'll summarize a number of execution highlights and discuss how they position NiSource for continued growth in 2014 and beyond. Then Steve Smith will review our financial results. We'll also provide updates on key initiatives across each of our businesses, and, of course, we'll leave plenty of time for your questions. With that agenda in mind, let's start with some key takeaways from the quarter. You'll see these listed on Slide 3 in the supplemental deck that was posted online this morning. As you saw is in this morning's news release, our NiSource team delivered another strong quarter. Each of our business units steadily advanced our well-established agenda of regulatory and legislative programs, paired with significant infrastructure investments and long-term system enhancements. In particular, at Columbia Pipeline Group, we saw a strong quarter of pipeline and midstream infrastructure project origination and execution. Touching on a few highlights from the quarter. We delivered earnings per share of $0.82 in the first quarter, that's in line with our 2014 guidance of $1.61 to $1.71 per share, non-GAAP. In addition, our 2014 capital program target -- targeted at $2.2 billion remained solidly on track, with our infrastructure investment programs now moving into high gear. On the regulatory front, we placed new rates in effect in Massachusetts, following the decision by the DPU in early March. Our team also filed a new rate case in Pennsylvania as we continued to deliver system modernization investments in the Commonwealth. And as we mentioned in our year-end call, we received FERC approval to begin recovery of our Columbia Gas Transmission modernization investments from 2013. We began recovering on the first $300 million of those investments in February. In parallel, with these foundational regulatory and system modernization programs, we continued to originate new growth in midstream opportunities across our pipeline segment. We've had significant developments on that front, which I'll touch on in a few minutes. With those highlights, let me turn the call over to Steve Smith to take a closer look at our financial results on Page 4 of our supplemental slides. Stephen P. Smith: Thanks, Bob, and good morning, everyone. As Bob mentioned, the NiSource team delivered a strong first quarter. We generated annual non-GAAP net operating earnings of about $258 million or $0.82 per share, which compares to about $215 million or $0.69 per share in 2013. On an operating earnings basis, NiSource was up about $80 million when compared to the same period in 2013. On a GAAP comparison, our income from continuing operations was about $266 million for the first quarter of 2014 versus $216 million in 2013. At the segment level, you will see that each of our 3 core business units delivered solid earnings growth during the first quarter. Columbia Pipeline Group, or CPG, delivered operating earnings of about $159 million compared to about $133 million in 2013. CPG's net revenues, excluding the impact of trackers, were up about $20 million, primarily as a result of growth projects placed in service and increased mineral rights royalty revenue. Earnings for the quarter were also up at NIPSCO's electric operations, where earnings came in at about $74 million, compared with about $65 million for 2013. Net revenues, again, excluding the impact of trackers, were up by $18 million, primarily due to an increase in off-system sales, environmental investment cost recovery and higher industrial margins. And finally, our Gas Distribution business unit delivered about $280 million in operating earnings compared to about $233 million for the prior year. Net revenues, excluding trackers, were up about $54 million, primarily due to regulatory and infrastructure replacement efforts. All in all, another solid quarter. Full details are available on our earnings release posted online this morning. Now, turning to Slide 5, I'd like to quickly touch on our financing and liquidity highlights. As you can see, we retained a strong liquidity position with approximately $1.7 billion of net available liquidity at the end of the first quarter. And as Bob mentioned, I am pleased to reiterate that our capital program for 2014 remains on track at about $2.2 billion. As we've indicated in the past, the majority -- actually 77% of our investments remain focused on track and other revenue-generating opportunities. In addition, we are on track to deliver earnings squarely within our 2014 guidance range of $1.61 to $1.71 per share. Looking ahead, our financial strategy continues to be balanced, straightforward and fully aligned with our robust long-term capital investment outlook, and we remain strongly committed to maintaining our investment-grade credit ratings, as well as sustainable earnings and dividend growth. With that, I'll turn the call back to Bob to cover some of our business unit initiatives and execution highlights. Robert C. Skaggs: Thanks, Steve. Before opening the call to your questions, let me quickly hit on some key markers at each of our business units. Let's start with CPG on Slide 6. Our CPG team continues to originate and execute on an expanding mix of projects. That includes new and ongoing customer-driven growth projects, as well as our landmark modernization program. From a system modernization standpoint, as I noted earlier, we began recovering our 2013 investments in February. This year's program also is on track, with about $300 million in investments planned. As you know, our customers have agreed to the initial 5 years of the program, with an opportunity to mutually extend the agreement. Overall, we've identified a total modernization investment opportunity of more than $4 billion. Meanwhile, CPG's midstream team is continuing to capitalize on our strategic position in the Marcellus and Utica regions. Recently, the team announced a new project supported by a binding agreement with Range Resources to build additional gathering pipelines and compression facilities in Washington County, Pennsylvania. That project, an investment of about $120 million, will transport wellhead production to a nearby Columbia Transmission pipeline. NiSource Midstream's natural gas liquids pipeline, currently under construction as part of our Pennant Midstream venture, remains on schedule for completion in the third quarter of this year. The line will ultimately deliver up to 90,000 barrels of liquids per day. Meanwhile, our joint resource development arrangement in the Utica Shale is accelerating. 25 wells are now in various stages of drilling, and another 10 wells are currently in production. We now anticipate that more than 30 wells will be completed this year, with the production dedicated to the Pennant Midstream gathering and processing facilities. In addition to our midstream progress, our CPG team is advancing an array of supply- and market-driven growth projects. In fact, our CPG project, set to begin service this year, will add almost 1 billion cubic feet of capacity to our system. That includes our Warren County, West Side Expansion, Giles County and Line 1570 projects. Our East Side Expansion project remains on schedule for completion in the third quarter of 2015. The first quarter also saw significant progress on several new projects. We're in advanced discussions with customers following the positive open season for our Rayne and Leach XPress projects. Together, these projects will transport about 1.5 billion cubic feet of natural gas per day, providing a major new pathway for connecting shale production with markets on Columbia Transmission and Columbia Gulf Systems and well beyond. In a separate, recently completed open season, we're exploring strong consumer interest around our WB XPress project, which would involve the transportation of more than 1 billion cubic feet of Marcellus Shale production. We'll keep you posted on the progress of each of these XPress projects as customer discussions mature. On these projects, I'd like to add a brief footnote. The Rayne and Leach XPress projects are maturing nicely, and we expect to be able to provide additional details before the end of the third quarter. On the WB XPress project, that, too, is moving along nicely. However, it's a little earlier in the process. It could be closer to the end of the year when we'll have more tangible details to share. As you can see, the CPG team is executing on an impressive array of initiatives and projects. We expect those efforts will result in a capital investment of more than $800 million for CPG this year. Next, let's shift to our Indiana electric business summarized on Slide 7. NIPSCO continues to advance a broad agenda of customer service, reliability and environmental improvements. Following the February approval of NIPSCO's $1.1 billion electric modernization program, NIPSCO began executing on the first year of its investments under the program. The 7-year program provides for the replacement and upgrade of underground circuits, transformers and poles, helping to increase system reliability and deliver economic development benefits to the region. As you know, NIPSCO also filed a complementary 7-year -- $700 million natural gas modernization program. We expect the decision from the IURC as early as this afternoon. Our significant environmental investments also remain on schedule and on budget. The 2 remaining FGD projects at NIPSCO's Schahfer and Michigan City electric generating facilities are slated for completion by year-end 2014 and year-end 2015, respectively. These are part of more than $850 million in environmental investments recently completed and planned at NIPSCO's electric generating facilities. NIPSCO also is on track with 2 major electric transmission projects. Right-of-way acquisition is in progress for the company's new 100-mile, 345-kV line, and stakeholder outreach and route selection are in progress for a new 70-mile, 760-kV line. These projects together constitute an investment of about $500 million for NIPSCO, and are anticipated to be in service by the end of 2018. All told, NIPSCO has an inventory of more than $6 billion in long-term investments that will benefit customers and provide a platform for economic development across Northern Indiana. During 2014, we expect capital investments in NIPSCO's electric business will total about $450 million. Let's turn now to our Gas Distribution Operations discussed on Slide 8. Our Gas Distribution teams continue to steadily execute on their long-term $10 billion plus inventory of infrastructure replacement and enhancement programs. Following our record year of Gas Distribution investments, we're on track to invest approximately $815 million in 2014 on system modernization and capital improvements. And, as you know, we've paired those investments with complementary customer programs and regulatory initiatives. On the regulatory front, Columbia Gas of Massachusetts received approval in March for its base rate case. The company's new rates support infrastructure modernization investments and add about $19 million in annual revenues. Just last week, Columbia Gas of Ohio received approval of another year of the company's infrastructure replacement program rider, adding approximately $25 million annually. New rates go into effect today. And as I noted earlier, Columbia Gas of Pennsylvania also has filed a base rate case with the Pennsylvania Commission. A decision on the $54 million request, which would support continuation of CPA's ongoing infrastructure modernization program, is expected later this year. As you can see, our Gas Distribution companies continued to steadily execute on our well-established agenda of long-term investment and system integrity, reliability and customer programs. To wrap up, we're well within our 2014 non-GAAP guidance of $1.61 to $1.71 per share. I also want to reiterate that our team continues to execute against NiSource's robust infrastructure investment-driven business strategy, and we're doing so while staying true to our well-established core commitments. Those are: maintaining stable investment-grade credit ratings, preserving a strong financial liquidity position, growing the dividend each year by 3% to 5% and delivering earnings growth in the range of 5% to 7% annually. 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 nisource.com. Thank you for participating today, and for your ongoing interest in -- towards NiSource. Ian, let's now open the call to questions.

[Operator Instructions] Speakers, please stand by for your first question, which comes from the line of Charles Fishman at Morningstar. Charles J. Fishman - Morningstar Inc., Research Division: Bob, let me first make sure my memory is correct on this. A couple of years ago, you talked about annual EPS growth of 5% to 7%. So that's getting a little dated. Is that still the current guidance you're giving on long-term EPS growth? Robert C. Skaggs: Yes, it still is the current guidance. As you know, we've aggressively stepped up our capital program over the past couple of years. And as we grow into that program and as we require financing, we still believe that the 5% to 7% growth rate range is appropriate. Charles J. Fishman - Morningstar Inc., Research Division: Okay. Well, I guess, my follow-up was if my memory was correct, which it sounds like it is and I realize that's old, I mean, you've had some very good regulatory outcomes. You've stepped up your capital spending as a result of that. When might you look to revisit that as far as maybe bumping the bottom end of that or bumping the whole range up a little? Robert C. Skaggs: Yes, as I suggested, we're growing quite rapidly. We need to grow into our programs. We need to grow into capital spend. We need to deal with our financing as we tend to hit a more stable run rate, if you will, then we think it would be appropriate to take another look at the range. In the meantime, we still believe that's the best guidance we can give the market. Charles J. Fishman - Morningstar Inc., Research Division: Okay. Then if you make a decision, I think you indicated later this year maybe even third quarter you'll make a decision on MLP versus equity for next year. Would that be a trigger point for maybe revisiting the EPS growth rate? Robert C. Skaggs: Could be. I don't want to suggest that it will be, but certainly it could be. And your recollection on a decision in and around the MLP, that's correct, it would be the third quarter of this year. And I would add that our team is considering an Investor Day in or around that third quarter period. So stay tuned.

We have another question for you. This one is from Paul Ridzon at KeyBanc. Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division: Rayne, Leach and WB XPress, are these -- these are wholly-owned by Columbia Pipeline Group, is that correct? Robert C. Skaggs: These are our project pay dates as they say. Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division: I'm sorry, I missed that. Robert C. Skaggs: Yes, these are proposed and supported solely by the Columbia Pipeline Group.

And we have another question for you, this one is from Carl Kirst at BMO Capital. Carl L. Kirst - BMO Capital Markets Canada: I don't want to put the cart in front of the horse but... Robert C. Skaggs: You're going to do it anyhow. Carl L. Kirst - BMO Capital Markets Canada: I don't want to do it but that's our job, right? With WB XPress, I mean, it looks like, effectively, we're going to be broadening, if I have my PAPs correctly, Leach as well, sending even more gas west towards the Columbia Gulf. And I guess as I look at Rayne and Leach and one being 1.5 Bcf a day, but the Columbia Gulf portion only being 800 million, and then maybe we have WB a year behind it but sending even more gas towards Columbia Gulf. I guess, what I'm asking is would it be also likely that we see a follow-on Columbia Gulf expansion potentially in the mix as well? And understanding that there are a lot of pipelines out there trying to do the same: ANR, NGPL, et cetera. Just trying to figure out if there's even more sort of baking than what we're seeing? Robert C. Skaggs: There's a lot there, Carl. Let me just begin with this. If Rayne, Leach XPress came to fruition, if WB XPress came to fruition and, as you recall, we're working on this West Side project as we speak, the entirety of Columbia Gulf would be rendered bidirectional. Now if additional -- there was additional demand, it was economic for us to construct and expand even more going South, something we would certainly consider, right? The line of sight today is West Side, Rayne, Leach XPress and WB, and rendering Columbia Gulf bidirectional. That's line of sight as we sit here today. Carl L. Kirst - BMO Capital Markets Canada: Great. So I think -- okay, that's very helpful. So basically, Columbia Gulf could also, in sort of this bidirectional capacity, would also have the ability to take a WB XPress? That wouldn't necessarily be a...? Robert C. Skaggs: Oh, yes. Carl L. Kirst - BMO Capital Markets Canada: Okay, okay. Maybe just 2 other very, very small ones, if I could. One, I didn't know if it was a material amount, if you could break it out, but it was mentioned as far as what the royalties were for CPG in the first quarter? And then second on the -- basically, the Hilcorp drilling, I guess there was a little bit of -- Ohio came out and this concern over some of the earthquakes and East Ohio drilling, and I did not know if any of that impacted what Hilcorp was doing. It sounds like from the wells, and the number of wells you underscored, that it was not? But I just wanted to make sure I was clear on it. Stephen P. Smith: Carl, this is Steve. I'll take the first question and I'll let Bob answer the Hilcorp question. The mineral rights royalty revenue for the first quarter was $7 million. Carl L. Kirst - BMO Capital Markets Canada: Okay, excellent. Robert C. Skaggs: And Carl, with regard to Hilcorp, Ohio regulatory activities in and around fracking, first of all, we believe Ohio's response, stable house [ph] response to concerns was constructive, measured, reasonable. And we don't see it materially impacting Hilcorp's drilling program in Ohio. Having said that, Hilcorp is concentrating most of their activity -- current activity in Pennsylvania. Carl L. Kirst - BMO Capital Markets Canada: Okay. Robert C. Skaggs: Let me just maybe add a little bit more clarification around WB. Going west, one key point of intersection for the WB expansion is at Broad Run, or what we call Broad Run, and that's an intersection or delivery point into Tennessee. So that's a path that's included within the scope of WB. If we put additional gas to our Leach point, that is the northern end of Columbia Gulf, we would have additional opportunities to send Gulf gas out, additional opportunities to invest. Does that help, Carl?

We have another question for you. This one is from John Edwards at Crédit Suisse. John D. Edwards - Crédit Suisse AG, Research Division: So just following on Carl's question and your discussion. I mean, with the possibility of making Columbia bidirectional, I mean, just -- is there any kind of ballpark capital that we could be thinking about in terms of what that might cost? Robert C. Skaggs: Yes. I'd ask you to bear with us on both Rayne, Leach XPress and WB XPress on capital, shippers, and the like. I would, though, suggest that if you look at the open seasons on Rayne, Leach XPress', on WB XPress', you'll see significant volumes, significant quantities involved in both projects. You'll also see the advertised rates for those projects. And I think as you look at that information and as you think about modeling, you can develop some scenarios that I think would be reasonable in and around CapEx. John D. Edwards - Crédit Suisse AG, Research Division: All right. Fair enough. Okay. And then the earlier question with regard to the earnings growth, have you calculated or maybe you could tell us what you think -- what kind of capital investment you think it takes to edge up that earnings growth, say, another 1%? Robert C. Skaggs: We really haven't looked at it that way, John. I mean you clearly can do the math on every $100 million of incremental CapEx and put a multiplier on that and impute some growth. But what I would emphasize that this company has grown so quickly and has launched so many initiatives, be it regulatory, legislative, commercial, replacement, whatever. We're still in the mode of digesting and growing into that very aggressive growth rate. And once we reach stability, we're going to be in a much better position to give you a very reliable, take it to the bank, sort of prospective growth rate. So that's the way we think about it, and we do think of it on a long-term basis. In the meantime, we're going to execute against the plan and we're going to deliver the numbers that we say we're going to deliver.

We have another question for you. This one is from Becca Followill from U.S. Capital Advisors. Rebecca Followill - U.S. Capital Advisors LLC, Research Division: My questions have been answered. Robert C. Skaggs: Becca, kudos on the fond reports that you all published, I think it was yesterday or last week. really well done. Comprehensive, to say the least.

We have another question for you. This one is from Chris Sighinolfi from Jefferies. Christopher P. Sighinolfi - Jefferies LLC, Research Division: Two quick questions, just cleanup from me. Very strong volumes at NIPSCO on both the industrial and wholesale side this quarter. Much stronger than we've seen in quite some time in a period. Obviously, weather had an impact, but curious if there was anything sort of specific outside of weather that was influencing industrial and wholesale volumes? And if that changed, at all, your outlook for the business for the remainder of the year? Robert C. Skaggs: I'll answer the last first. It really doesn't change the fundamental outlook of the business, and frankly, it's a little bit of a non-intuitive outcome of weather that drove the numbers. Many of our large industrial customers have self generating capabilities. Because of the severe weather, because of maintenance requirements, because of whatever, they were unable to generate as much power as they typically do. So they fell back. They relied on NIPSCO to supply that power. So that drove a big part of the number. We also had opportunistic opportunities to sell power off-system during the quarter, again, weather-related. So on a run-rate basis, we don't see either one of those as recurring. Episodically, we'll have those opportunities, but hard to see them through the balance of the year. Christopher P. Sighinolfi - Jefferies LLC, Research Division: Okay, great. That's really helpful. And then maybe a question for Steve. On Columbia Pipeline, the asset sale. Noticed you had some last year, I think most of that was tied to sale of the storage base gas. So I'm just curious what the sale was in 1Q? And if you have sort of any degree of expectation for what might be in the hopper for the rest of the year at the Pipeline Group on that front? Stephen P. Smith: Sure. The $17.5 million is associated with the modernization of leases that were incorporated into the Pennant joint venture. There are about 3,000-or-so leases that were modernized to allow for horizontal drilling today. And once those leases were modernized, we took the income associated with them in the first quarter. If you look out the balance of 2014, there's probably another $3 million or so of that modernized lease revenue that we will be receiving as a result of that activity.

[Operator Instructions] Another question from Carl Kirst at BMO Capital. Carl L. Kirst - BMO Capital Markets Canada: Sorry, just a quick follow-up mainly because of the strength of first quarter results, obviously, a big delta year-over-year and understanding we're still very early in the year and so, perhaps, there is some reluctance, for instance, to move up the guidance curve at this point. But simply, with what we've seen in the first quarter, it would almost imply that the expectation for the next 9 months, for instance, is basically just flat with last year. And so I guess my question is, is there any -- is this just sort of out of an abundance of caution earlier in the year? Are there, perhaps, some timing issues that maybe shifted some earnings into the first quarter? That this is more sort of a timing or shape of the quarter curve, if you will, for the full year? I just want to make sure we've got the right read of it. Robert C. Skaggs: To your point, a very strong quarter positions us well for the year, but as you also observed, there's 9 months to go and a lot of blocking and tackling left. So at this point, we want to take it one quarter by one quarter, and if we feel like there's a reason to move it up, we will do so. But right now, we're still within the range. Carl L. Kirst - BMO Capital Markets Canada: Understood. Just wanted to touch base. Robert C. Skaggs: Carl, while I have you, one other thing I'd add about WB, and I know there's a lot of interest about both of the XPress' project. Just to be clear on the WB XPress project, while I suggested it takes gas west, which it does, it also is designed to take gas east. So just wanted to make sure you're aware of that.

Thank you very much. There's no further questions. So I'd now like to turn the call over to Bob Skaggs for closing remarks. Robert C. Skaggs: Ian, thanks so much. And to everyone that has participated, we appreciate your interest, your support, and we will remain in touch. Thank you. Have a great day.

Thank you, ladies and gentlemen. That concludes your conference. You may now disconnect. Thank you for joining us.