Good day ladies and gentlemen, and welcome to the Fourth Quarter 2008 NiSource Earnings Conference Call. My name is Erica (ph) and I’ll be you’re 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) I will now like to turn the presentation over to your host for today, Mr. Glen Kettering, Senior Vice President of Corporate Affairs.

Good morning to 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 Randy Hulen, Director of Investor Relations. As you know, the focus of today’s call is to review NiSource’s fourth quarter and year end 2008 financial performance and provide a general business update. During the course of the call, we will be referring to certain supplemental materials which are available to those accessing our call via webcast and which have been posted on the NiSource Web site at www.nisource.com. Following Bob’s prepared remarks we will open the call to your questions. I would like to remind you that some of the statements made on this 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 Discussion and Analysis section of our periodic SEC filings. And now, I'll turn the call over to Bob Skaggs.

Thank you, Glen. Good morning. Thanks for joining us today as we report NiSource's fourth quarter and 2008 year end earnings, provide a summary of the progress we’re making on our balanced plan to enhance long-term shareholder value and update you on the positive concrete steps we’re taking to maintain NiSource’s financial flexibility in the current market environment. On this latter subject in particular, I know there’s a significant level of interest within the financial community and elsewhere and although I’ll discuss this in a bit more detail later in my remarks, I want to make a few key points at the outset. As our 2008 results attest, the NiSource team has demonstrated the ability to develop a disciplined, transparent plan and then execute against it. Looking to 2009, I can assure you that working with our Board of Directors we have a solid, detailed plan in place to effectively manage through the current environment, and as we execute the plan, which is happening as we speak, I’m confident that we’ll be successful in advancing our core business strategy, meeting the company’s financing needs and maintaining both our investment-grade credit ratings and our dividend. With that, let’s turn for a few minutes to 2008, which was a very solid year for NiSource. Across virtually every key dimension of our business our teams made excellent progress. We hit key financial and business targets and continued building a foundation for sustainable, investment-driven growth. Although it’s understandable that these achievements can be obscured somewhat by the challenging economic and financial conditions that we and other companies face, I believe that by almost any measure the progress our team made in 2008 was truly exceptional. As you can see from today’s news release, NiSource delivered net operating earnings non-GAAP of $348.5 million or $1.27…

(Operator instructions) Your first question comes from the line of Shneur Gershuni. Shneur Gershuni – UBS: Hi, good morning, guys.

Good morning.

How's the weather? UBS: How's the weather?

Frigid, it is absolutely frigid. And we had, as you know, a very, very cold January; and February has started like gangbusters.

Well that should help cash flow from operations for next year. UBS: Well that should help cash flow from operations for next year.

That's right, and systems holding up well, so you're absolutely correct.

Okay, just have a couple of quick questions here. Thanks for putting out the slides that you put out this morning. I just wanted to reconcile some of the sources and so forth that you had put out. In your comments, you just described a potential $265 million facility with an accordion feature to $350, and then also talked about another $350 of secured and unsecured debt being raised at the utilities as well too. I guess that totals about $700 million. Where does that come in the sources? Is that part of the $500? UBS: Okay, just have a couple of quick questions here. Thanks for putting out the slides that you put out this morning. I just wanted to reconcile some of the sources and so forth that you had put out. In your comments, you just described a potential $265 million facility with an accordion feature to $350, and then also talked about another $350 of secured and unsecured debt being raised at the utilities as well too. I guess that totals about $700 million. Where does that come in the sources? Is that part of the $500?

That's correct. And I would again footnote that the bank term loan that we discussed this morning, we do have firm commitments of $265 million. So again, those are firm and the expectation is that it will indeed expand to $350 million. But you're right; that as well as the unsecured and secured financing at the subsidiary level would be reflected in the $500 million.

If I'm reading this correctly, if you take everything off the way you'd like to, your sources is really not $1.7 billion but really could be as high as $1.9 billion? UBS: If I'm reading this correctly, if you take everything off the way you'd like to, your sources is really not $1.7 billion but really could be as high as $1.9 billion?

It could be. And again what we said in the release and my prepared remarks, up to $500 million unsecured at the corporate, up to $350 at the subsidiaries. So we'll look at this as the situation unfolds. We're also mindful that we financing that would be required in 2010, and so we'll factor that into the calculus.

Great. You had mentioned in your prepared remarks with a fully funded pension plan and there had been some talk in the past about converting the plan to a 401k at some point. Where do you sit on your funding status right now? Do you pass the 94% test, and how does that impact plans in the future to convert it from a defined benefit to a 401k. UBS: Great. You had mentioned in your prepared remarks with a fully funded pension plan and there had been some talk in the past about converting the plan to a 401k at some point. Where do you sit on your funding status right now? Do you pass the 94% test, and how does that impact plans in the future to convert it from a defined benefit to a 401k.

Let me start with the last part of the question and then I'm going to ask Steve Smith, our Chief Financial Officer, to talk in a little bit more detail, give you a little bit more flavor about the pension fund and where it stands. We've not announced any plans to convert from a defined pension plan to a 401k plan at this point. Like every other company in the United States, we continue to look at our pension benefits. We're committed to ensuring our employees have competitive wages and benefits, so we've not moved in that direction at this point, but we continue to review everything very, very closely. So with that, Steve, maybe you can provide a little bit more color and flavor on our pension fund.

Right, thanks, Bob. I'd also point out that we're moving to 100% cash balance post 2010 on our baseline pension. Our PBO estimated at the end of 2008 is around $2.1 billion and our current funding balance is estimated around $1.5 billion. So we're around 70% funded, and we target by the end of the year through our funding requirements that we calculate with the help of our actuaries that we'll be shooting for over 80% funded by the end of the year.

Does that require you to make a contribution to the fund this year? UBS: Does that require you to make a contribution to the fund this year?

That's correct. We're anticipating about $100 million of funding requirement for the pension plan, which is included in the slides that we showed you for the sources and uses of cash for 2009. So $100 million is what we estimate we will contribute for 2009 to get our pension over 80% funded.

Right, and this is separate from the pension expense that you're taking. You're just amortizing the difference, right? UBS: Right, and this is separate from the pension expense that you're taking. You're just amortizing the difference, right?

Right, there are two aspects to the pension. One is the expense piece which Bob mentioned in the earnings waterfall and the delta between 2008 and 2009 is approximately $100 million or (inaudible) per share. There's also a funding piece which expected to be $100 million in 2009.

Great, thank you for the clarity. If I could just ask one last question; given the economic environment right now, if you can talk a little bit about bad debt expense trackers and so forth, given that we've got heating bills coming and people without money and so forth. UBS: Great, thank you for the clarity. If I could just ask one last question; given the economic environment right now, if you can talk a little bit about bad debt expense trackers and so forth, given that we've got heating bills coming and people without money and so forth.

Yes, very good question; and just a couple of overview comments and then a little bit more detail. Number one, even others are probably aware that we do have a bad debt tracking mechanism in Ohio. We also have a form of tracking mechanism in Pennsylvania for so-called customer assistance payments and programs. We also have an array of low-income programs to help our challenged customers in dealing with their bills. And I'd also note that the LIHEE program (ph) is funded in excess of $5 billion, so that's also a source for helping our customers manage these bills. We have seen some upward pressure on uncollectibles over the past 12 months or so, but quite frankly it has been at a manageable level. It has not been a spike like we saw back in 2005. And again there's a bit of pressure, but it's a pressure that we believe is manageable in the current environment.

Great, thank you very much UBS: Great, thank you very much

Your next question comes from the line of Carl Kirst from BMO Capital. Carl Kirst – BMO Capital Markets: Hey, good morning, everybody.

Good morning, Carl.

Good morning. Carl Kirst – BMO Capital Markets: Actually two questions off of Shneur, I just want to make sure I'm understanding this correctly. First on the financing, with respect to the verbiage of looking to issue unsecured corporate debt up to $500 million; that is inclusive of this two-year facility that we're negotiating right now?

That is correct. Carl Kirst – BMO Capital Markets: So if we're then looking at the $350 million of secured/unsecured – I'm not looking to parse words here, but should we be thinking about that as $150 in unsecured and $200 in senior mortgage bonds or just if $350 is done, we only really need $150 more left to do for the charts?

It would be the latter, Carl. Our requirement for 2009 is $500 million. We're already $265 million towards our way there and we anticipate getting up to $350 million out of this bank term loan that we've got in hand. So that would leave $150 million of additional financing required for the balance of 2009 to deal with our maturity in November of 2009 of approximately $415 million that we have paid back, and bought back some of that, so it's closer to $430 million; and that would also include the amounts required for Tawney. Carl Kirst – BMO Capital Markets: Great, I appreciate the clarification.

Carl, just a little bit of editorial; obviously we're still focused on 2010, and we'll be watching conditions very, very closely to see where we might opportunistically act on 2010. So we think this bank term loan, to say the obvious, goes a long, long way in addressing the need. We think it also provides flexibility. You use the other tools opportunistically to deal with the balance of 2009 and 2010. Carl Kirst – BMO Capital Markets: Bob, Stephen, can you say is that is going to be floating fixed?

Yes, I'm glad you asked that. I mentioned in the prepared remarks attractive terms, and the all-in cost of the facility is about 6%. (Inaudible) Carl Kirst – BMO Capital Markets: That's much better than your debt.

You know, your silence was disconcerting. I didn't know if you were still there or what. Carl Kirst – BMO Capital Markets: No, that's just a smile.

We're very pleased with the terms. Carl Kirst – BMO Capital Markets: Moving back to the pension, a few things here; one, I did not catch the numbers, Steve, you threw out as far as the year-ending assets and PBO, if you could reiterate that both on the pension as well as if you have it for the welfare plan.

I don't have it for the welfare plans off the top of my head, but we can certainly get that for you. With respect to the base pension, our PBO is estimated to be around $2.1 billion at the end of '08 and our total funded balance is estimated around $1.5 billion. So that puts us about 70% funded. Carl Kirst – BMO Capital Markets: Okay, that's much different than last year, right?

Yes. Last year, we were essentially fully funded. Carl Kirst – BMO Capital Markets: And I'll follow-up with the welfare. This is the last question, then I'll jump back in queue. Looking at NIPSCO and understanding we've got the rate filing underway and it's a 2007 test year, and you look at the difference between an electric utility the 2007 and 2008 EBIT line, and recognizing 2009's going to be even more of a challenge, did there get to be a point where it becomes unpalatable enough that you're almost pancaking a rate filing right after the current one is resolved?

I think it's premature to get to that point. I would just add that we feel good where the case is currently positioned. As you know, we're in hearings. We certainly believe that bringing Sugar Creek into MISO helps the outlook for the case. So we're not uncomfortable where the case stands at this point. If anything, I'd say it's consistent with our general outlook for the case. Clearly industrial volumes will be under pressure. Clearly we have a dated number for pension expense. And so those things could indicate the need for another case at some point, but we're nowhere near that point as we stand here today, Carl. Carl Kirst – BMO Capital Markets: Appreciate the thoughts, thank you.

Your next question comes from the line of Mark Finn from T. Rowe Price. Mark Finn – T. Rowe Price: Hi, guys.

Hi, Mark. Mark Finn – T. Rowe Price: Thanks for all your hard work.

We appreciate that. Thank you.

Thank you. Mark Finn – T. Rowe Price: I just wanted to go into three separate items. In the past, you mentioned that you may be thinking about doing some budget billing initiatives as things go forward.

Yes. Mark Finn – T. Rowe Price: Is there potential there and could you elaborate on that a little bit?

Yes. With regard to working capital in general, we have a host of strategies, host of tactics the team is pursuing to manage cash working capital. As you and other recognize, the drop in gas prices in a huge help to cash and cash working capital, but very much related to that is appropriate management of our gas cost recovery mechanisms, proper management of our monthly and budget billing to get those more in sync with gas prices and to assure that we minimize under collections. And so Jimmy Staton and Eileen Odum and the gas team are working diligently to ensure that they optimize all of those. So not only budget billing but the whole array of gas cost management techniques, the team is trying to pull those levers. And as you know, they've had success in the past managing things of that nature. Mark Finn – T. Rowe Price: In your assumptions regarding your working capital, what did you guys assume as the cost of gas injection for the spring/summer? What sort of gas price are you thinking about there?

Yes, I appreciate the question.

Yes, thanks, Mark. This is Steve. With respect to 2008, our weighted average cost of gas was around the $10.50 level per MCF. And if you look at our forward-thinking with respect to 2009, its closer to the $7.50 level per MCF, so a benefit of about $3.00 per MCF. I would point out though – Mark Finn – T. Rowe Price: But currently the strip's quite a bit lower, right?

Right, I was just going to mention that. The strip is closer to $6.50, so that would provide additional benefit to us with respect to our working capital contribution to the balance of 2009. Mark Finn – T. Rowe Price: And then one last thing, you guys have, when you’ve been building this storage up and around the region of the Marcellus Shale, you guys own the mineral rights to some property in and around your storages, is that correct?

That's correct. It is, and we have been evaluating those positions. Certainly one of the options that we've been considering is monetizing those positions. And Chris Helms and team continue to work on that as a potential opportunity. Mark Finn – T. Rowe Price: Have you guys disclosed the rough acreage that you have? I can't recall whether I saw –

No, we have not disclosed that, Mark, to this point. Mark Finn – T. Rowe Price: Okay. All right, thanks a lot, guys. Thanks again for your hard work; a lot of progress.

Thank you. Yes, again we feel very good about the progress the team has made in relatively short order. And we again believe that we have enhanced flexibility. Mark Finn – T. Rowe Price: Great, thanks. Bye.

Your next question comes from the line of Faisel Khan – Citigroup. Faisel Khan – Citigroup: On – I just want to make sure I understand the sources and uses. So what would be the ending liquidity at year-end '09 given sources and uses and given your anticipated (inaudible)?

I think in terms of our facility – our primary liquidity facility – the $81.5 billion that we have in place through July 2011 – Faisel Khan – Citigroup: Right.

– probably be around a $1 billion borrowed. Faisel Khan – Citigroup: Okay.

And again, that's going to largely track gas in inventory at year-end. Faisel Khan – Citigroup: All right. Okay.

That's what drops that number and it peaks out November and begins to decline thereafter. Faisel Khan – Citigroup: Right. So by December '09 you guys would expect to have half a billion dollars of ending liquidity.

Or thereabouts, yes.

Yes, thereabouts. Faisel Khan – Citigroup: Okay.

And just to point out, we haven't included that in sources and uses. We believe we have adequate liquidity to manage that through our primary revolver. So we haven't included that in the bar charts we showed you. Faisel Khan – Citigroup: And you think that that's enough, or do you want to try to maybe add a little bit more to that ending liquidity just to give yourself a little bit of insurance?

We believe that we're in good shape at that level. I'll remind you that one of the primary reasons for the six-month facility that we entered into in September of last year, was specifically designed to deal with Tawney. At the time we entered into it in September, we did not know whether or not we were going to be successful in achieving a settlement with Tawney and the amounts that could have potentially been required to be paid were approaching $450 million. So we wanted to create enough flexibility through this six-month facility to deal primarily with the Tawney issue. So with that behind us, we feel we're in an adequate position with out existing working capital facility. Faisel Khan – Citigroup: Can you run through what the restricted cash on the balance sheet is worth at the end of the year?

That's largely for the marketing activities at TPC.

A TPC margin. Faisel Khan – Citigroup: Okay, got you. And then in terms of when you guys repurchased some of the debt outstanding more recently, did your repurchasing at – were you purchasing at market prices or did you have to purchase at par?

No. We purchased it at market prices and at which were below par. Faisel Khan – Citigroup: Okay. Okay, got you. And in terms of the (inaudible) expense of $0.24, assuming that the plan assets over the next – call it two years – returns back up to 100% funded due to better market conditions, would that $0.24 completely unwind over time?

Well it's a function of a number of items that we work with the actuaries on every year and recalculate what we believe the funding requirements will be and what the expense impacts will be relative to performance in the market and are based on our assumptions of what we think the plan assets are going to return over the balance of the year. Historically, we assume 9% return on plan assets. Going forward we're assuming 8.75% return on assets for 2009. So if the market does substantially better than that, it will favorably impact the actuarial calculations that come up with your expense for 2010. If the market does significantly worse than that, that would also have a negative impact on the actuarial calculations for 2010.

Faisel, as you know that I noted in my prepared remarks, (inaudible) teams are busy addressing this issue. Faisel Khan – Citigroup: Do you think you'll be able to get recovery of some of these – of some of this higher pension expense?

Well we certainly believe that these costs are recoverable. They've historically been recoverable. They're clearly God's (ph) prudent and reasonable. And so we believe ultimately again, it's going to be a question of timing and how you affect the recovery. I've mentioned that a Bay State we do track pension expense. And also mentioned again this morning, that we're in the process of developing another rate case in Bay State and in Kentucky. Faisel Khan – Citigroup: Okay, got you. And then in terms of your storage levels right now for the utilities, where do you guys stand right now for storage?

Yes, our storage remains in good shape. As you know, we manage it very carefully. We tend to husband it for late season peaks and we're within the storage guidelines and tariffs that our upstream pipeline suppliers require and we're in good shape at this point. Faisel Khan – Citigroup: Okay. Is there a way that you can gage 50% full, 40% full, anything like that, or is that something you just –

Yes. Well I can get those numbers and Randy certainly can provide those, but I'm not – I can't recall where we're at on the curve. We typically plan for February peak. Faisel Khan – Citigroup: Okay, great. Thanks, guys, I appreciate it. Bye.

Thank you, Faisel.

Your next question comes from the line of Jonathan Arnold – Merrill Lynch. Jonathan Arnold – Merrill Lynch: I had a quick question on the interest expense component of your guidance of $0.12 for negative impact. What kind of – does that assume this 6% financing cost on the new facility for example, or something more conservative than that and what are the other – broadly, what are the other factors pushing that up, considering that you're probably going to have less borrowings outstanding, as you pointed out, on the (inaudible) facilities?

A very good question. It does reflect the pricing that we suggested earlier. So about all in 6%, we've assumed about $350 million facility. We've also assumed, as you would expect, additional financings in the year. Again, consistent with what we laid out this morning. And again, those rates were higher than what we have embedded in the earned capital structure.

And I'd also point out that last year in May we issued approximately $700 million of debt, and so what you're going to see in 2009 is the full-year run rate for that debt issuance and you didn't see the full-year run rate in 2008, because it was issued in May.

Yes. The higher on the pollution control bonds – another example.

Right. So those two, three items are the primary drivers behind the increase of $0.12 in interest expense year-over-year. Jonathan Arnold – Merrill Lynch: Okay. But I don't – I think you mentioned that you thought you had about 500 million of capacity under the revolvers available by year-end.

That's correct. Jonathan Arnold – Merrill Lynch: That was based on an assumption of injections that are around the $7 level?

That's correct. Jonathan Arnold – Merrill Lynch: I mean, if we kind of moved that more to a market level of where these injections might cover and how much higher could that number be based off current market?

Well it depends on a lot of factors, Jonathan, but kind of a rule of thumb we have is that for every dollar increase or decrease in the weigh cog over the balance of the year, it can generate to the extent of if it's a dollar lower, approximately $50 million of working capital benefit. To the extent it's a dollar higher, it would be a use of an incremental $50 million. So that's kind of a rule of thumb we have. But again, I'll caveat that with there are a lot of ins and outs associated with that calculation. Jonathan Arnold – Merrill Lynch: Thank you. On the regulatory initiatives item you already have, I guess that's mainly the cases that were resolved in 2008, and I missed the prepared remarks, so my recollection is that the NIPSCO rate case was going to get resolved sometime between in the fall and spring of 2010. So have made an assumption of any new rates of NIPSCO in this guidance?

No. Again, we've assumed consistent with what you just mentioned, late 2009 resolution, or first quarter of 2010. Jonathan Arnold – Merrill Lynch: So there's not a kind of up or down in these numbers for NIPSCO?

That's correct.

And with respect to the $0.16 that Bob spoke of in the waterfall for EPS, of that $0.16 approximately $0.06 is related to the Pennsylvania rate outcome in 2008, and approximately $0.10 is related to the Ohio outcome, which was finalized in December of '08. Jonathan Arnold – Merrill Lynch: And finally, if I could just ask one more. Obviously, with the earnings level we're talking about this year we're going to get to a pretty high dividend payout ratio. How should we – was there some hope that you can recover some of the earnings pressures like pension as we move forward – so how should we think about the dividend timing of when you’ll next deliberate on it and in that context?

We remain committed to the current dividend level. We certainly feel like we can support it and as we mentioned in the prepared remarks, we believe the business supports a growth rate of 3% to 5% and again we believe that the overall business supports the current dividend. Jonathan Arnold – Merrill Lynch: Thank you very much, guys

Thank you.

Thank you, Jonathan.

Your next question comes from the line of Brad Raclinni (ph) from Fidelity. [Brad Raclinni – Fidelity]: Hey, good morning, guys.

Good morning.

Good morning. [Brad Raclinni – Fidelity]: I appreciate all the details you guys provided today on how you’re going to address liquidity in ’09, but I was just wondering if you’ve already shared these plans with S&P because it seems like if you do execute on these it would alleviate some of their concerns and stabilize possible your rating.

Great question. Again, we appreciate the comments about the clarity in the information. We’re glad it’s useful. We’ve been in more or less constant communication with Standard & Poor’s and Moody’s and Fitch and to answer your question directly, yes we have shared these plans as well as a six year financial plan with all three of the agencies. So like you we’re hope that they will receive this as a positive. They clearly are watching execution and we’ll leave it to them to discuss their views of the current situation, but we’ve been in very, very close communication with them. [Brad Raclinni – Fidelity]: Okay, and on the $350 million (inaudible) issuances or possibility thereof, I just wondered if you could provide a little bit more color on possibly the timing you could see those and also what is the total debt capacity you could see at some of these subs?

We are working on a variety of issues with regard to the subs. Clearly we need to go through the process of indentures. We’re going to have to obtain regulatory approvals in all cases, but for the pipe one, so we need to do quite a bit of work and we’ve been doing that work since last year. Second quarter, late second quarter we’d be in a position, we believe, to move forward on these in a more formal way, so that’s the directional timing of when we would go about this. In terms of capacity, I’m going to defer to Steve on that and ask him to provide a comment or color around that.

Yes, with respect to secured financing we believe that we have up to $350 million of capacity across our utilities and the pipeline. [Brad Raclinni – Fidelity]: Okay. Sorry.

So as a rule of thumb, we believe we could issue up to $350 million of secured financing. [Brad Raclinni – Fidelity]: Okay so it would be through a handful of smaller deals?

That’s correct, yes. [Brad Raclinni – Fidelity]: Okay. And the last question I want to touch upon is the $800 in CapEx. I’m just wondering if that for our model’s sake if we can assume that can be a good run rate for the next few years or how do you guys think about that for the next couple of years.

Yeah, we believe that it’s a representative run rate for the next couple of years. I’d say we’re going to continue to evaluate that very, very carefully in light of liquidity, financial flexibility and also the general economic conditions that we’re in. So we think that’s a reasonable assumption. [Brad Raclinni – Fidelity]: Great. Thanks, guys.

Thank you.

Your next question comes from the line of Steve Fleishman from Catapult Capital. Steve Fleishman – Catapult Capital: Hi, guys.

Good morning, Steve. Steve Fleishman – Catapult Capital: Hi. You know I think pretty much my questions were answered. I guess the one thing – this was kind of asked – but I wanted to clarify. It seems like a lot of the issues that are pressuring 2009 are issues that are recoverable in rates, ultimately – such as pension in particular. And so it would be helpful to get a little better path of your plan on how to do that. It’s not like you’re a merchant company that doesn’t have a way to recover your cost of service.

We certainly agree and I did touch on it a bit in a prior response. We believe that the pension expenses cash contributions are recoverable. We certainly have a good track record on recovering those sorts of costs. We see no reason why they shouldn’t be recovered in a timely manner. As you can appreciate though, Steve, it is literally a state-by-state review and a state-by-state process and so the teams are carefully thinking through how best to approach it in each of the jurisdictions and again it is case-by-case and we just completed a couple of large cases so we’ve got to again think very carefully about how we approach this, but as you would expect the teams do have a sense of urgency. They understand the pressures that this is presenting and they’re going to go at it in an aggressive but disciplined fashion. Steve Fleishman – Catapult Capital: Great. Thank you.

Thank you.

Your next question comes from the line of Robin Levine from JP Morgan. Robin Levine – JP Morgan: A lot of my questions have been answered already but I just have a few things I want to clarify.

All right. Robin Levine – JP Morgan: The two year term loan, that’s on a fully unsecured basis?

That’s correct. Robin Levine – JP Morgan:

That’s correct. Robin Levine – JP Morgan: Okay now in terms of your ratings, you mentioned you’ve been in constant communication with them. Does adding secured debt at the subsidiaries here – at what level does that begin to jeopardize your ratings?

We don’t believe that this level puts any pressure on the ratings. We certainly haven’t had any indication of that and again this is a relatively modest level of financing at the subsidiary so the term structural subordination has not really been mentioned to us and we feel relatively comfortable at this level. Robin Levine – JP Morgan: Is that $350 million capacity that you mentioned before, is that a guideline set by the agencies?

No. Robin Levine – JP Morgan: Okay. Thank you.

In fact, I do believe there’s a bit of a split of opinion on the agencies about subsidiary financing whether it really does constitute structural subordination or not. So there’s not a bright line that we’re aware of. Robin Levine – JP Morgan: Okay. Thank you.

Your next question comes from the line of Judd Arnold from King Street. Judd Arnold – King Street: Hi. Just more on the rating agencies – S&P, I believe, laid out the FFO to total debt metric that they were really focused on and from what you’ve laid out I don’t think any of that really improves FFO or total debt. Could you just talk a little bit about that, if I’m understanding that wrong?

Well again the agencies have been looking at projections that we provide for some time, so they’re looking at a bit of a different data set because they’ve had the benefit of looking at long-term plans that provide a lot of detail. And again in our discussions, our impression was that they viewed this current approach as being an overall improvement and being responsive to the concerns that they’ve laid out in their published reports. Again, they’re going to have to speak to the current situation but our impression has been that they considered this responsive and a step in the correct direction. Judd Arnold – King Street: Okay. And then on the $350 million capacity is the bound the secure debt carve out of 10% of net tangible assets or is there another bound that you’re referencing to get the $350 million to capacity?

I mean that’s a complicated calculation obviously, but just a quick answer would be that we have room under that cap test of 10%. Judd Arnold – King Street: Right. I guess what I’m getting at is say we get to 2010 and you’ve got the billion dollars at maturity, assuming you don’t have the rating agencies just saying to you if you do this we’re going to downgrade you. Excluding that event, without your indentures do you have the ability to refinance the entire billion and make that secured debt?

I would say that’s a bit of a stretch to do the whole billion dollars on a secured basis. But we have lots of tools available to us other than secured debt as well – private placement, unsecured.

I was just going to inject that as well. We believe that we have a broad array of tools to use. Again we feel like the announcement today is a significant step forward and demonstrates that we have access and have flexibility and as conditions unfold we’re going to use that flexibility to address this in a thoughtful way.

Yes, and I would also point out that with respect to the billion dollar maturity in 2009, based on the purchases of debt, it’s $933 million that will be maturing, 2010, sorry. Judd Arnold – King Street: Perfect, Okay, thank you very much.

Thank you.

Your next question comes from the line of Natalie Petrie from Allstate Investments. Natalie Petrie – Allstate Investments: Hi guys, how are you? Most of my questions have been answered on the call, but I just have a few follow-ups, does the (ph) that you’re talking about, the $350 million that you’re talking about, that’s at NiSource Finance correct?

That’s correct. Natalie Petrie – Allstate Investments: That would be the issuer, and then with respect to issuing at this (ph) will you then lend those proceeds to the parent via cash sweep, or will that be kept down at the (ph)?

It will be kept primarily down at the (ph). Natalie Petrie – Allstate Investments: Okay, and then just to clarify because if says here that the (ph) will be at a number of utilities in Columbia Gas Transmission, I mean do you think NIPSCO’s the leader other (ph) or is it just spread across all the other LDCs?

I think its spread pretty evenly across all of the LCSs Natalie. Natalie Petrie – Allstate Investments: So would you hitting the private placement market for these, or would you just give them the small deal size?

Potentially yes, that’s one of the options we have open to us and we’ve been exploring those opportunities in parallel. Natalie Petrie – Allstate Investments: Okay.

As we move forward. Natalie Petrie – Allstate Investments: Okay, and then I know you mentioned that possibly when someone asks a question regarding pensions that you’re possibly preparing rate cases for base state in Kentucky. Outside of NIPSCO you’re pretty much done with rate cases though right? The larger rate cases you’ve been looking for?

That, generally speaking that’s correct, we did mention and we’ve mentioned consistently that in Pennsylvania we’ve been working on legislation, would enable tracking mechanism for infrastructure investments, and that if legislation was not in acted, we would be carefully considering yet another case in Pennsylvania. Natalie Petrie – Allstate Investments: Okay, and then still there’s no D coupling in any of your LDCs right?

Well, a significant move in Ohio to what’s called levelized rate making over a two year – or levelized rate structure over a two year period in Ohio. So that was a significant part of the settlement resolution, we just structured in Ohio. Natalie Petrie – Allstate Investments: Okay, so that does have some rate design to it, Okay.

Yes, very much so and again Randy can provide you details on that significant movement there. In Massachusetts, commission has been actively considering decoupling rate design proposals. We will be following in base state during the second quarter, and as you expect we will address rate design in Massachusetts. And in Pennsylvania the last settlement that we had there, the most recent one we had in Pennsylvania, a significant amount of that increase was reflected in the customer charge, so in a form, rate design, decoupling, how ever you might want to characterize it Natalie was reflected in Pennsylvania. And I’m sorry to be kind of jumping all over the board, our prior rate case in Kentucky, the entire increase was also reflected in the customer charge, and again that rate case which will be filed at the end of the first quarter will be talking once again about rate design. Natalie Petrie – Allstate Investments: Okay, alright thank you so much.

Thank you.

Your next question comes from the line of Raymond Lin from Goldman Sachs. Raymond Lin – Goldman Sachs: Alright, thank you, most of my questions have been answered you know particularly related to (ph), but a couple of things to tie up. In terms of the half-a-billion dollar bank line that expired in March, is that your assumption that that goes away at the end, or do you?

That’s correct. Raymond Lin – Goldman Sachs: Okay, and then the other thing is if you could elaborate a little more is you know, particularly industrial road. I know you do have you know exposure to steel sector, can you talk a little bit about what you’re hearing from them and maybe provide us a little bit more color? What’s going on there particularly as I recall I think some of the steel mills there are more state of the art, or more recent vintage if my memory recalls, if my recollection is good?

Yes, your recollection is good, the North West Indiana steel facilities generally speaking are competitively well positioned back to your point, so we think they will compete and will compete favorably. Have said that, as you’ve read and seen, fourth quarter, those plans (inaudible) back significantly, we expect them to remain at low levels throughout at least the first half of 2009. So our outlook does reflect much lower demand on the industrial side, even on the gas side we’re showing reduced volumes. We are mitigating some of the reduced volumes with higher rates, higher margins both on the gas and the electric side. Raymond Lin – Goldman Sachs: Okay and what’s imbedded in your outlook for 09 in terms of demand from the industrial side?

Just generally speaking again, you almost have to go company by company and industry by industry at least a 10% to 20% reduction in volumes. Raymond Lin – Goldman Sachs: Okay, great thank you.

This concludes the question and answer portion of the call; I would now like to turn it over to Mr. Bob Skaggs for closing remarks.

Thanks very much Erica and thanks to everyone that participated in this mornings call. We certainly appreciate the interest, we hope that the call was helpful, provided additional clarity. We certainly believe we’ve made significant progress in insuring that we have adequate liquidity and financial flexibility. So, once again thank you for your participation, your ongoing interest and have a good day, thank you.

Thank you for your participation in today’s call, since this concludes the presentation you may now disconnect and have a wonderful day.