Randy G. Hulen - Vice President-Investor Relations Joseph J. Hamrock - President, Chief Executive Officer & Director Donald E. Brown - Executive Vice President, Chief Financial Officer & Treasurer

Charles Fishman - Morningstar Research Barry Klein - Macquarie Funds Group Paul T. Ridzon - KeyBanc Capital Markets, Inc. Gregg Orrill - Barclays Capital, Inc.

Good day ladies and gentlemen and welcome to the Fourth Quarter 2015 NiSource's Earnings Conference Call. At this time, all participants are in a listen only mode. As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Randy Hulen, Vice President of Investor Relations. Please go ahead. Randy G. Hulen - Vice President-Investor Relations: Thank you, Kat, and good morning, everybody. On behalf of NiSource, welcome to our quarterly investor call. Joining me this morning are Joe Hamrock, our Chief Executive Officer, and Donald Brown, our Chief Financial Officer. As you know, the purpose of today's call is to review the NiSource's financial performance for 2015 as well as provide a business update covering our utility operations and growth drivers. We'll then open the call to your questions. As a reminder, we will be referring to supplemental slides that are available on the NiSource website. Before moving on to our highlights for the quarter and the year, I would just remind everyone that we successfully completed the separation of Columbia Pipeline Group on July 1, 2015. Therefore, the results for CPG are contained in discontinued operations. And finally, one last reminder, 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 these statements. Information concerning such risks and uncertainties is included in the MD&A and Risk Factor sections of our periodic SEC filings. With all that covered, I'd like to turn the call over to Joe. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thanks, Randy. Good morning, everyone and thank you for joining us. 2015 was a dynamic year of progress for NiSource. Our teams executed on our customer focused, investment driven utility business plan, while successfully completing the Columbia Pipeline Group separation. We finished 2015 building on the momentum we've gained in the past few years, with an eye toward continued growth and enhanced performance in 2016 and beyond. Let's take a look at slide three of the supplemental deck to walk through some of the significant milestones NiSource achieved in 2015. The NiSource team delivered strong financial results in line with expectations, with net operating earnings non-GAAP of $0.94 per share compared to $0.81 per share in 2014. We invested a record $1.37 billion in our utility infrastructure across our seven states. As part of that investment, we replaced 361 miles of priority pipe, including the last known cast iron pipe throughout the Columbia Gas of Virginia system. All of NiSource's utility investments are focused on serving our customers, enhancing safety and service reliability, and reducing environmental impact. We reached a significant milestone during the year by completing the last of three flue gas desulfurization or FGD units at NIPSCO's coal generation facility. This is the culmination of approximately $850 million in investments over five years, all completed on schedule and on budget, that will help improve air quality and ensure that NIPSCO's generation fleet remains in compliance with current environmental regulations. Also in 2015, we completed the full deployment of automated meter reading devices across our nearly four million electric and natural gas customers. A six-year project, this new meter technology enhances customer service and safety while reducing costs. We also continued our electric transmission and distribution modernization program, investing about $65 million to improve service reliability and system performance. NiSource has now executed against more than $2 billion of our identified $30 billion in long-term, regulated utility infrastructure investments since outlining these programs in 2014. In addition to these significant infrastructure investment milestones, the NiSource team completed several significant regulatory initiatives which support safety, reliability, employee training and customer programs. These milestones include successful rate case settlements in Massachusetts, Pennsylvania, and Virginia; the extension of Columbia Gas of Virginia's system modernization program; approval of the first year of Columbia Gas of Massachusetts' gas system enhancement plan, and continued execution of Columbia Gas of Ohio's modernization program, along with new pipeline safety programs implemented in 2015. We also had a strong performance in J.D. Power's residential natural gas customer satisfaction survey, with Columbia Gas of Pennsylvania an award winner for the second straight year and Columbia Gas of Virginia recognized as one of the nation's most improved brands. Across NiSource, we are sharpening our focus on service to our customers and communities, and these results reflect those commitments. Now, I'd like to turn the call over to Donald to review our financial results in more detail, which are highlighted on page four of our supplemental slides. Donald? Donald E. Brown - Executive Vice President, Chief Financial Officer & Treasurer: Good morning, everyone. As a reminder, these results no longer include CPG reportable segment financials, which are classified as discontinued operations. The financial progress we're reporting today for 2015 was driven exclusively by our regulated utility businesses. As Joe mentioned, we delivered non-GAAP net operating earnings of about $299 million or $0.94 per share in 2015, compared with about $256 million or $0.81 per share in 2014. On an operating earnings basis, NiSource reported $832 million for 2015, which is an increase of about $54 million over 2014. Taking a closer look at the annual operating earnings performance of our two utility business segments, our Gas Distribution segment delivered about $568 million compared with about $517 million in 2014. Net revenue excluding the impact of trackers were up by more than $105 million, primarily due to the impact of new rates in Massachusetts, Pennsylvania and Virginia, and implementation of rates under our approved infrastructure replacement programs in a number of states. Operating expenses including the impact of trackers increased by about $55 million mainly due to higher employee and administrative costs as well as increased depreciation and property taxes as a result of higher capital investments. Our Electric Operations segment reported about $280 million compared to about $288 million in 2014. Net revenues, excluding the impact of trackers were relatively flat. Operating expenses again excluding trackers increased by about $10 million, primarily due increased depreciation driven by higher capital investments. As Joe mentioned, our 2015 results are well in line with our expectations. Full details of our results, including details of our fourth quarter performance are available in our earnings release issued and posted online this morning. Now, turning to slide five, I'd like to briefly touch on our debt and credit profile. Our debt level as of December 31 was about $6.9 billion with a weighted average maturity on long-term debt of approximately 14 years and an interest rate of approximately 5.88%. On the liquidity front, at the end of the fourth quarter, we maintained net available liquidity of about $1.2 billion. And our credit ratings at the three major agencies remain solidly investment grade, something we remain committed to, as we continue to execute on our $30 billion and 100% regulated infrastructure investment opportunities. Going forward, our financial foundation is strong and poised for continued growth and execution. I'd also note that the recent extension of bonus depreciation has no impact on our 2016 earnings guidance or long-term growth commitments. Consistent with what we've shared previously, we expect to deliver non-GAAP net operating earnings per share of $1.00 to $1.10 in 2016. And in the years ahead, we continue to expect annual dividend and earnings growth of 4% to 6%. Now I'll turn the call back to Joe to discuss a few customer, infrastructure and regulatory highlights across our utilities. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thanks, Donald. As we emerged from the separation of CPG last year, we sharpened our focus on our customers and communities, all of whom we're privileged to serve. Earlier in the call I mentioned that Columbia Gas of Pennsylvania and Columbia Gas of Virginia were recognized for customer satisfaction by J.D. Power. In fact, I'm proud to say, J.D. Power scores improved at all NiSource utilities in 2015 compared to the prior year. We were recognized in other areas as well, including being named for the second consecutive year to the Dow Jones Sustainability Index, illustrating our deep commitment to serving customers, employees and other stakeholders in a way that balances immediate and long-term benefits. And NiSource was named one of the world's most ethical companies by the Ethisphere Institute for the fourth straight year. Let's turn to a few recent highlights in our gas operations on slide six. We continue to focus on timely recovery of our customer-focused infrastructure investments and we continued to make progress on that front in the fourth quarter. At NIPSCO Gas, the team continues to execute on our seven year, $817 million natural gas system modernization program. We filed our semi-annual tracker and program update in August of last year and expect a commission order in the first quarter of this year. This program involves enhancing existing gas infrastructure and extending gas service to rural areas. In December, Columbia Gas of Pennsylvania received commission approval of a settlement in its base rate case. The settlement maintains the company's ability to continue replacing and upgrading its natural gas distribution system. New rates went into effect on December 18, and will increase annual revenues by approximately $28 million. The settlement also included new incentives that will significantly reduce initial costs for customers converting to natural gas. On November 1, Columbia Gas of Massachusetts implemented new rates under its previously approved base rate case settlement. The settlement supports CMA's continued effort to modernize its pipeline infrastructure and transform its operations to continue to serve customers safely and reliably. The approved settlement provides for increased annual revenues of $32.8 million, with an additional $3.6 million annual increase starting on November 1 of this year. Across our gas utilities, we invested over $900 million in 2015, and expect to invest more than $950 million this year. Now, let's turn to our Electric Operations on slide seven. On December 16, the Indiana Utility Regulatory Commission, or IURC, approved a settlement between NIPSCO, the Indiana Office of Utility Consumer Counselor and NIPSCO's largest industrial customers, which resolved all outstanding issues raised by parties in an Indiana Court of Appeals proceeding related to the company's previous long-term electric infrastructure modernization plan. Following that development, NIPSCO, on December 31, filed a new $1.3 billion, seven-year electric infrastructure modernization plan with the IURC. The plan is focused on electric transmission and distribution investments made for safety, reliability and system modernization. NIPSCO expects an order on its seven-year plan by the third quarter of 2016. Progress also continued to two major electric transmission projects designed to enhance region wide system flexibility and reliability. Right-of-way acquisition, permitting and substation construction are underway for both projects. Line and tower construction is expected to begin in 2016. These projects involve an investment of approximately $450 million for NIPSCO and are anticipated to be in service by the end of 2018. NIPSCO remains on schedule with its electric base rate case filed in October with the IURC. The case seeks to update rates to reflect the current costs of generating and distributing power, plus ongoing investments which are delivering substantial benefits to customers, including programs that have reduced the duration of power outages by 40%. We have worked with our customers and other stakeholders to seek a balanced solution that recognizes the importance and value of reliable and affordable energy for all customers, particularly the energy intensive steel and industrial sectors in Northwest Indiana. The Indiana team has made progress with settlement discussions with the possibility of reaching a final settlement as early as tomorrow in order to meet the procedural deadline. As you would expect, we are in sensitive discussions at this point and I will not be able to provide any details beyond what I've noted. We invested about $400 million in our electric business in 2015 and expect to invest more than $400 million in 2016. We took positive steps to position the business for future investment driven growth that will create value for NIPSCO customers, northern Indiana communities and our shareholders. Before turning to your questions, I would like to reinforce NiSource's investment proposition and our 2016 guidance. As Donald already highlighted, we continue to expect to deliver non-GAAP net operating earnings per share of a $1.0 to a $1.10 in 2016, with approximately $1.4 billion in infrastructure enhancements planned during the year. Our well-established utility investment programs continued to produce high value for our customers and investors in 2015. As we begin our first full year as a pure play utility company, we are sharpening our focus on leadership and safety and customer satisfaction to unlock the full potential of our plan. Thank you all for participating today and for your ongoing interest and support of NiSource. We look forward to sharing continued updates on our progress. Now let's open the call to your questions. Kat?

And our first question comes from the line of Charles Fishman with Morningstar. Your line is open please go ahead. Charles Fishman - Morningstar Research: Thank you, good morning. Joseph J. Hamrock - President, Chief Executive Officer & Director: Good morning, Charles. Charles Fishman - Morningstar Research: On the – you made the statement Joe. All right, it was you, that the bonus depreciation has no impact on earnings. But with bonus deprecation, does that get you to the higher end maybe of your dividend growth with the extra – little bit of extra cash flow? Joseph J. Hamrock - President, Chief Executive Officer & Director: Yeah Charles, that was Donald, who made that statement. And we haven't decided or made any move in terms of dividend outlook, we continue to guide 4% to 6% earnings per share and dividend growth, based on the plan that we have. I'll ask Donald to maybe add a little bit more insight about the effect of bonus depreciation on our plan and the optionality that it creates for us. Donald E. Brown - Executive Vice President, Chief Financial Officer & Treasurer: Yeah. I think we've talked about bonus depreciation and our tax position in the past. Previously to this extension of bonus depreciation we had NOLs that were going to last until mid-2018. With this extension it actually pushes our NOLs to 2020, so it's probably 2021 where we're a net tax payer. And while this has a negative impact on rate base, it does give us that cash at the kind of tailwind of our planning horizon, to give us cash that we can spend a little bit more on CapEx in the early years, a nominal amount, to offset that negative impact on rate base, and by the end of the planning horizon actually be a net cash flow positive. So, it keeps our earnings guidance and dividend guidance in line, and on the back end of our planning horizon gives us some incremental cash and provides some flexibility in our liquidity. Charles Fishman - Morningstar Research: Okay. That's very helpful. Thank you. That was the only question I had. Thank you. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thanks, Charles.

Thank you. Our next question comes from the line of Barry Klein with Macquarie. Your line is open. Please go ahead. Barry Klein - Macquarie Funds Group: Hey, guys. Joseph J. Hamrock - President, Chief Executive Officer & Director: Good morning, Barry. Barry Klein - Macquarie Funds Group: Good morning. Can you provide some guidance on rate base growth, and any equity needs over the next few years? Joseph J. Hamrock - President, Chief Executive Officer & Director: Sure. No, near-term outlook for equity needs. Rate base growth continues to run at a high single-digit percentage clip for us, based on our $1.4 billion of CapEx this year and a fairly consistent outlook beyond that. And then, as we had noted even back at the time of separation, the 4% to 6% EPS growth over the long-term does factor in the eventual need for equity, but it's not in the near-term of the plan and nor do we expect that to change. Barry Klein - Macquarie Funds Group: Okay. So that's how you reconcile, without any equity, high single-digit rate base growth because it's more longer term equity needs, is that how I should think about it? Joseph J. Hamrock - President, Chief Executive Officer & Director: That's part of it. There are a number of other factors. Regulatory lag, continued steps through the regulatory process, some O&M growth as well. But yeah, that's a fair statement. Barry Klein - Macquarie Funds Group: Okay. All right. Thank you very much. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thank you.

Thank you. Our next question comes from the line of Paul Ridzon with KeyBanc. Your line is open. Please go ahead. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: Good morning, Joe and Donald. How are you? Joseph J. Hamrock - President, Chief Executive Officer & Director: Good morning, Paul. Doing well. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: Can you just give a sense of what's happening in the steel sector in Indiana and – basically, what you're seeing there? Joseph J. Hamrock - President, Chief Executive Officer & Director: Sure. We've obviously paid close attention to what's happening in the steel sector, a very key part of our industrial customer base and a key part of the fabric of the economy in northwest Indiana. What we believe we're seeing is sort of a leveling off at a capacity that's reflective of what you see across the nation, in the probably 70% range. Our load for last year reflects that kind of a usage pattern. And frankly, if you took out 2014, industrial sales for NIPSCO electric, you'd see 2015 fairly representative of the prior number of years. So a flat load profile in terms of the outlook for NIPSCO electric. And we continue to see that – sort of lower level of production, but fairly stable is the way we look at it right now. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: As you talk to your steel customers, any light at the end of the tunnel or just too early? Joseph J. Hamrock - President, Chief Executive Officer & Director: I think it's too early to say that. Better to let them speak to that. But certainly as I noted earlier, a key part of our focus in wanting to find balanced solutions that help make sure that those customers – we're doing our part to ensure the viability of that part of the economy in northwest Indiana. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: And then I got distracted on something else, but you said you're looking for a potential NIPSCO settlement as early as tomorrow? Joseph J. Hamrock - President, Chief Executive Officer & Director: I did say that. Yes. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: Okay. Joseph J. Hamrock - President, Chief Executive Officer & Director: That's something that we're optimistic about making progress on. I can't say much more about it, but given the procedural schedule, we're hoping for the opportunity to do something on that front in the next day or two, next business day or two. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: Given your upbeat tone on that, maybe I can congratulate you early on getting there. Joseph J. Hamrock - President, Chief Executive Officer & Director: You could be the first then. Thank you. Paul T. Ridzon - KeyBanc Capital Markets, Inc.: Take care, guys. Thank you. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thanks, Paul.

Thank you. Our next question comes from the line of Gregg Orrill with Barclays. Your line is open. Please go ahead. Gregg Orrill - Barclays Capital, Inc.: Yes, thank you. I was wondering if you could comment on kind of what takes you within the 4% to 6% earnings growth. What swings you from – what are the swing factors within the range? Joseph J. Hamrock - President, Chief Executive Officer & Director: Yeah, sure. Good morning, Greg. When you look at the profile of our seven companies, the ongoing investment levels and regulatory mechanisms, combination of rate cases and trackers in any given year the range of potential regulatory outcomes is probably the biggest single factor that could move our earnings outlook within that range, and that's a well-diversified mix of regulatory mechanisms. Each state has either a rate case as in Pennsylvania's fully forecasted rate year mechanism or a tracker mechanism that are already well established. So we tend to have a fairly confident outlook within the range, but nonetheless can see a number of things that could change in any given year relative to the mix of regulatory outcomes. Beyond that, I would say there is O&M – O&M variability could be storm-related, could be operationally related in any given year, by far the largest factor is going to be regulatory. Gregg Orrill - Barclays Capital, Inc.: Thank you. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thank you.

Thank you. And I'm showing no further questions at this time. I'd like to turn the call back over to Joe Hamrock, Chief Executive Officer for any closing remarks. Joseph J. Hamrock - President, Chief Executive Officer & Director: Thank you, Kat. And thank you again for joining us this morning. We certainly appreciate your ongoing interest and support in the NiSource's story and look forward to providing additional updates in the not-too-distant future. Have a great day. Thank you.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone have a great day.