Good day, ladies and gentlemen, and welcome to the Second Quarter 2011 NiSource Inc. Earnings Conference Call. My name is Crystal, and I will be your operator for today. [Operator Instructions] As a reminder, today's conference is being recorded. I would now like to turn the conference over to your host for today, Mr. Glen Kettering, Senior Vice President of Corporate Affairs.

Thank you, Crystal, and good morning, everyone. On behalf of NiSource, I'd like to welcome you to our quarterly analyst call. Joining me this morning are Bob Skaggs, President and Chief Executive Officer; Steve Smith, Executive Vice President and Chief Financial Officer; and Randy Hulen, Managing Director of Investor Relations. As you know, the focus of today's call is to review our financial performance for the second quarter of 2011 and provide a business update. We'll then open the call to your questions. At times during the call, we'll refer to the supplemental slides available on our website at nisource.com. I'd also like to remind all of you that some of the statements made on this conference call will be forward-looking statements, and these statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. Information concerning those risks and uncertainties is included in the MD&A and Risk Factors sections of our periodic SEC filings. And now I'll turn the call over to Bob Skaggs.

Thanks, Glen. Good morning, and thanks for joining us today. This morning's agenda is brief to allow as much time as possible for questions and discussion. To start things off, I'll touch on a few takeaways from our second quarter, including outstanding progress the team has made in executing our business plan. I'll then turn to key highlights for NiSource in each of our business units, and then we'll open the line to your questions. First, I'd like to direct your attention to Slide 3 in the supplemental deck. As you'll see from the highlighted accomplishments for the quarter, we've made significant progress across NiSource in delivering on our balanced 4-part strategy for long-term sustainable growth. Turning first to Indiana. As most of you know, on July 18, we filed a landmark settlement with the Indiana Utility Regulatory Commission of NIPSCO's 2010 electric rate case. The settlement, which enjoys widespread support, is the product of literally months of extensive discussions with customers and other regulatory stakeholders. The agreement resolves all issues in the preceding -- would establish the foundation for NIPSCO to make ongoing investments in Northern Indiana's energy infrastructure. These investments will help fuel job creation, improve reliability, pave the way for new customer programs and provide a reasonable return for shareholders. In terms of financial impacts, we're confident the settlement, if approved by the IURC, would position NIPSCO to deliver results fully in line with our expectations. As you would expect, the party's attention is now keenly focused on the approval process. And together, we've asked the IURC to act on the settlement by year end so the new rates can be placed into effect by early 2012. Also on the regulatory front, in early July, we filed a partial settlement of our Columbia Gas of Pennsylvania rate…

[Operator Instructions] Today's first question comes from the line of Steve Maresca with Morgan Stanley.

So first thing, I want to talk on the NGT&S, and you deepened your leadership ranks there. And maybe you can talk about is this due to the fact that you may be seeing more growth potential in that business than before? And just what do you think the opportunities are in the next 2 to 3 years and how you're seeing that play out? And as a subset to that obviously, recently, there's been talk about even a new play in the Utica. I know it's very early, but just sort of where your assets fit in with that potentially as well.

Well, I think, you've covered all the key considerations that went into deepening and expanding the team. Number one, we remain very, very bullish on the Marcellus, particularly the wet region where our footprint sits atop that play. If you recall that our stated intention is to deploy about $200 million in that region of the Marcellus on an annual basis. This year, we're going to spend about $150 million. So we certainly want to ramp that up, accelerate it and hit the $200 million mark in that area. We continue to see opportunities, and the team's charge is to capture those opportunities. You also hit though on the other consideration and that's the emergence of the Utica play, particularly in Ohio and Western Pennsylvania -- Eastern Ohio and Western Pennsylvania. Again, I would suggest that we believe we have a great position with regard to facilities, our footprint acreage position. We are engaged. We're aggressive. We want to be on front of that emerging opportunity. So over the next 6, 12, 18 months as that region is defined or that opportunity is defined and drilling ramps up, we want to be there. We want to be very, very active.

Okay. Are you seeing in at least the Marcellus right now with the activity and some competition, are you seeing any pressure on costs on your end?

Not to a material extent. You're correct, there is competition. But we believe that the economics -- at least for our projects, the economics are holding up.

Okay. Final question, and I'll get back in queue. With the rate settlement in the IURC needing approval, are there any -- what are the next steps before getting out of the things that we should be looking for over the next several months?

Yes, we're still in the -- deep into the approval of process. There have been 2 rounds of testimony submitted to support the settlement agreement one set was -- by the company, by NIPSCO. A second set that I recommend you may take a look at is a very, very well done testimony by interveners that support the testimony. In about mid-August, we'll see another submission of testimony. There's one group that does not support the settlement, so we'd expect to see that circa mid-August. Then in mid-September, there will be a hearing on the settlement against the document, the agreement and to move it to the next step. And as you know and recall, the settlement provides for commission approval by year end. So that's what everyone is working on is to secure that approval, so that rates can go into effect the first of 2012.

Our next question comes from the line of Paul Patterson with Glenrock Associates.

First of all, just on weather, it wasn't clear to me. I saw the weather adjustment, I see that industrial sales were up a lot. But it seemed that there was a bit of -- I guess, the residential and commercial seemed to be a little bit down. What's going on there?

Yes, I will just make a couple of observations. Number one, it's a shoulder month -- or shoulder period, shoulder quarter on the gas side certainly on the electric side. So for us, it's hard to draw many firm conclusions on what's going on in the residential and commercial fronts. Our assumption as we provided outlooks to the financial markets has been that the residential market would be relatively flat in terms of usage. We still believe that is the case. And I think from one quarter particularly as a shoulder quarter, it's hard to draw additional conclusions and insights beyond that. So we wouldn't read too much into it. Just to make a bit of an editorial comment about the economy in Northwest Indiana, it continues to be somewhat sluggish. We see a few signs of accelerated recovery but certainly nothing that we would consider to be a trend. As you indicated, the industrial volumes look pretty good for the quarter. But again, we would just say that we believe the recovery is going to be very slow, very measured. Our plan reflects that. Our plan does not reflect any robust recovery in any of the usages or deliveries in the entire footprint.

And then in terms of the gas transmission business and the management changes there, is there any more thought process that you want to add to in terms of the potential for an MLP or activities such as that, that we might want to think about that you might want to talk about?

Yes. Let me just be clear on the management team and the addition of folks at NGT&S for the midstream. There weren't changes. We are building, supplementing, augmenting the team. And so that's what that was about as opposed to "changes". It was really bolstering a good team that we have in place. In terms of MLP and structure right now, we feel like we do have the appropriate structure. I've consistently mentioned that the MLP is on our radar screen. We continue to monitor, review and consider that and other structures. But for the time being, we believe we have the proper structure in place to optimize the opportunities.

Our next question comes from the line of Paul Ridzon with KeyBanc.

Can you give us the capital associated with the Rimersburg, Smithfield and WB?

Yes, they're relatively small. In total, it's about $35 million of investments. Smithfield and WB are in the $14 million to $15 million zip code. Rimersburg, at least the first phase of Rimersburg, is about $6 million.

And then in Virginia, around the acceleration of the reliability, it's kind of going from what to what?

Are we talking about Columbia Gas of Virginia and its falling under the, Save Program?

Yes.

Yes, it's about $20 million a year is what we're going to be spending on that program, so $20 million a year. And that is incremental, Paul, just to be clear.

Just your talk around the drawdown of the equity balance. I haven't run the numbers, but is that upside to your guidance of $1.25 to $1.35 if you wait to put those shares out?

No, it's not upside. So it's reflected in the outlook we're giving you for 2011.

And then obviously, there's a big transaction of a company that looks a lot like NiSource in a lot of people's views.

Yes, I heard about that.

I read something about that. How do you think about that?

Well, we believe it certainly underscores, highlights, amplifies the inherent value of our assets. So it certainly reinforces what we believe to be true that our assets are extremely valuable. It certainly sharpens our focus to ensure that we have a solid business plan across all the business units and that we execute against that plan in a very aggressive way. And I would just maybe take a moment to add that with all 3 business units now positioned to grow consistently with what we believe are very, very deep inventory of investment opportunities at each of our business units, with we believe the opportunity to grow the dividend in the not-too-distant future and increase visibility of all of the businesses, we do believe that we have a runway for an increased valuation. I think you may have heard Steve, Glen and I talk to you and others about headroom on the multiple of our value. And then going forward, we believe that we ought to be valued more closely to high-quality gas LDCs. And if you look at those valuations, you look at a sum of the parts -- sum of a parts analysis of NiSource, there's probably 2 turns of value -- multiple value that we need to go after. So we're going to be making that case. And again, the clarity that we have now at NIPSCO, the increased inventories we have at all the units, we think we can make a compelling case for additional shareholder value.

Last time we talked, there was some thought about another analyst day. Where does that stand?

We certainly are focused, number one, two, three and four, in the regulatory process in Indiana. So we need to work through that process with our stakeholders, and we'll be back to you later on additional discussions.

Our next question comes from the line of Jay Dobson with Wunderlich Securities.

Congrats on the additions at NGT&S, I agree with your concept. Bolstering out that team is great, given the opportunity you have. And I'd really like to start there. I know the first questioner was asking about this -- but Bob, let me push back a little bit. What's the magic around $200 million of CapEx? And I know you're not quite there yet. So it's a high-class problem, given what's going on in the Marcellus and potentially in the Utica. But it seems like there's a lot of opportunity. You have a great team. I consistently struggle at 30,000 feet, why we can't grow even faster than we are?

Yes, and $200 million a year in the Marcellus is not a cap, Jay. It's a near-term target to get the spend up. And obviously, we preached and will continue to preach disciplined and focused investments. So when we say $200 million, it's not a cap, it's a near-term objective. We certainly would do more if we see projects that make sense financially and strategically. And I just want to remind you and everybody else that it was only 3, 4 years ago that across NiSource we were just purely in a maintenance mode. And our CapEx spend was roughly $0.5 billion. In very quick order, we've ramped it up to $1.1 billion. So we have just -- we've blown up, we're very quickly. We want to take it to the next level. Building the team is one step of many to do that. And again, I'll just re-emphasize that we will grow as fast as the opportunities and the financial flexibility and the discipline allow us to do it, no artificial constraints.

Okay, no that's great. And you know, don't misunderstand. Certainly the discipline, I think, is an incredibly important part in these rapidly developing areas. But if you're not at $200 million this year, is $200 million sort of a reasonable objective for '12?

Yes. I think that's the zip code. If we see more projects, it could bump above. If we don't see projects that fit our perspective, then it might be a little bit less.

Got you, no that's perfect. And to go back to the transaction that's been widely reported that you were just talking about. When I look at things in a little more granular sense, obviously, it would be very easy for you, all, to raise the flag and say the company is for sale. But certainly when you look at valuations like are being touted for Southern Union, it certainly is got to make you look at your portfolio and say which assets, if we were to receive a favorable price, we would part with. Have you guys started to look at some of that stuff? And maybe give us a little idea of at least what would be in that realm of possibility?

Yes, the focus has been on the business plan and making sure that we have a business plan that's robust, we can execute against. And that's been the primary focus, has been fixing these businesses and repositioning them. We've seen the market respond favorably to the work that we've done. And we think if we continue to focus on growth, take a look at the dividend, provide more visibility and, as I said, make the argument, which we think we can in a convincing way that we have value headroom when you look at the company. We think that's going to be in the shareholder interest.

Got you. But you would say there's really no -- we shouldn't be anticipating any asset sales or other things you would put up just for sale, anticipating the market to pay a better price and perhaps you think is worth.

Right now, the focus is -- it's always shareholder focused, Jay. You know that. And right now, we don't have assets up for sale. We love the portfolio, and we love the business plan. And the focus is going to be increasing valuation.

No, that's fantastic, and definitely have assembled a great portfolio. Last question, Bob, on the Columbia Gas -- sorry, the Columbia Gulf settlement, timing on that? I know you sort of said stay tuned but...

Yes, stay tuned. The team is hard at work. Again, a constructive group of stakeholders have made great progress, I would say sooner rather than later. And we hope to wrap this up by year's end.

Our next question comes from the line of Carl Kirst with BMO Capital.

A lot of the questions hit here, maybe just one on NGT&S, and when we've talked a little bit certainly about the deepening and building of the management team, perhaps now looking over at Utica very -- what is looking to be a very wet gas play. Bob, has this changed at all your thought process of evaluating further down the midstream chain, i.e. processing or other things that are -- could bring commodity exposure if you find the right deal or the right EBITDA deployment? Or should we be thinking about this strictly in more of the what you've kind of built a great track record here in 2011 as far as the smaller but fee-based type of projects?

The heart of the strategy continues to be fee-based, Carl. We would certainly consider activities back to the wellhead, but I would underscore our orientation. Our bias is fee-based versus commodity exposure. But we would be interested in playing across the entire chain.

So when you say across the entire chain, so is the processing for fee?

If it fits the right risk and operational profile, we would consider processing fee-based.

Understood. The other question just actually 2 small ones on the Flue Gas, the FGD units. Do I still have my numbers right, we're looking at a very big potential spend here over the next 8 years, over the next 3 years or including 2011 -- 2011 to 2013 still roughly in the $200 million mark, or has that -- has any of that gotten more front-end loaded?

I would say over the next 3 to 4 years, we would be approaching $0.5 billion in spend. So it's accelerated compared to where we were maybe a year ago, Carl. But I would say over the last, gosh, 9 months, 6 months, we've been talking in terms of a spend that we would front-load almost $500 million. That's consistent with the settlement agreement that we reached with the EPA. And that agreement consequently has been consistent with the new regulations that the EPA has issued. Now those are ballpark numbers, but order of magnitude, that's directionally correct.

Okay. And that's 3 to 4 years beyond 2011? Just to make sure I've got the timeframe correct.

Yes.

And maybe just last question to your comments on the opportunity to grow the dividend in the not-too-distant future, tremendous achievement I think. Should we still be thinking of a stated payout ratio in the 55% to 60% range, or is that more sort of a rule of thumb and not necessarily a hard range?

Well, I'd say at the outset to be determined. We need to engage the board, although the board has been keenly interested in the dividend, and when we can resume growth, we need to engage the board on specifics. What we've said internally and externally is we've taken note of the peers -- many of our peers who are in a payout range of 60% to 70%, obviously midpoint 65%. Some have talked in terms of that payout ratio. Some of them have talked in terms of annual growth. We just haven't made that decision yet. First things first, we need to finish our process here in Indiana with NIPSCO and then take up that consideration.

Our next question comes from the line of Yves Siegel with Credit Suisse. Yves Siegel - Crédit Suisse AG: I'm just curious on -- and I hate to kick a can, but on the MLP discussion, could you just again review sort of the pros and cons, especially sort of within the context of trying to unlock value for shareholders?

Yes. Let me maybe begin on the technical side, and Steve can certainly supplement my comments. Number one, we originally looked at the MLP as an opportunity. We, in fact, filed with the SEC for the opportunity. We were looking at small, organic, discrete drop-down projects that would build a small MLP. Again, the growth that, that opportunity 3 or 4 years ago, small individualized projects that were discrete. As the market has changed and the growth profile has changed, we're now seeing growth projects on our system that are integrated, intertwined with our system. They tend to be add-ons, bolt-ons, debottlenecking, looping, added compression on existing facilities, and those projects haven't been amenable to a small drop-down strategy. So we have not seen, technically speaking, a good fit for the MLP when we look at our current growth profile, and I would emphasize current growth profile. Again, we're not discounting this out of hand. When we looked at other forms of the MLP, we've had a concern because of tax basis. Our current assets are very, very low, tax-based assets, so that's been a consideration. Last but not least, and it's less of a -- may in certain quarters be less of an issue today than it was previously is credit agency concern. And 2 years ago, 3 years ago, of course, credit rating concerns were acute. And we felt that an MLP might disturb the view of the credit rating agencies around NiSource. So that gives you some of the key considerations that we've had to deal with in the past, and that we currently are dealing with. Yves Siegel - Crédit Suisse AG: And then, as you think about expanding perhaps into Utica, what's the thought process in terms of JV with others to help maybe mitigate some of that commodity price risk that you could have if you decide to move into processing?

Again, we would consider those sort of structure as opportunities unfold. We've used JVs in situations such as the Millennium Project, Hardy Storage Project or in a joint development arrangement with UGI on the PENNSTAR project. So situation by situation, we would consider JVs. And if they fit, we'd certainly go down that track.

Our next question comes from the line of Tom O'Neill with Green Arrow.

I apologize if I missed this earlier. I was jumping back and forth, could you clarify what acreage position you guys have in the Utica and the Marcellus and just what mineral rights exist?

Yes, let me start with the overall view on acreage. We do have extensive acreage in Ohio and Pennsylvania. The acreage tends to be associated with storage fields. And the strata cover tends to be relatively extensive. In the past, we've had 3 arrangements where we have leased acreage. It's been Marcellus acreage as opposed to any other strata or rights. So we retained a fairly significant footprint in Ohio and Pennsylvania that would have Utica opportunities. We've not yet defined with precision how many of those acres are in fact leasable. But I would suggest that they're significant.

Okay, when do you suspect you'd...

More color to come, Tom.

Okay. Just in future calls or...

Yes, as we delineate our position and as the Utica becomes a little bit more clear and defined, we can give you better guidance on what that position looks like. And again, how many of the acres are in fact leasable because they are associated with storage. They have other considerations attached to them. And I'm a bit hesitant to give you a number when it lacks the precision and detail that really makes it meaningful to you.

That does conclude our question-and-answer session for today. I would like to hand it back to Bob Skaggs for closing remarks.

Crystal, thanks so much. And again, we want to thank you for your interest in NiSource, your support and your participation on this morning's call. Thanks, and we'll see you in the not-too-distant future.

Ladies and gentlemen, that concludes today's conference. Thank you so much for your participation. You may now disconnect, and have a great day.