Good morning ladies and gentlemen, and welcome to the Q3 2017 NiSource Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to your host Randy Hulen, Vice President of Investor Relations.

Thank you, Alex and good morning, everyone. Welcome to the NiSource quarterly investor call. Joining me this morning are Joe Hamrock, Chief Executive Officer; and Donald Brown, Chief Financial Officer. The purpose of today's call is to review NiSource's financial performance for the third quarter of 2017, as well as provide an overall business update on our operations and our growth drivers. We'll then open the call up to your questions. We will be referring to our supplemental slides during this call. These slides are available on our website at nisource.com. Before turning the call over to Joe, just a quick reminder 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. In addition to some of the statements made on this call can relate to non-GAAP measures. For additional information on the most directly comparable GAAP measure and a reconciliation of these measures, please refer to the supplemental slides and additional segment and financial information which is also available on nisource.com. In that document, you'll also find our full financial schedules that have historically been available in our earnings release. With all that out of the way, the call is now yours, Joe.

Thanks, Randy, and good morning, everyone and thanks for joining us. NiSource continues to make progress on our customer focused business plan delivering on our infrastructure investments, regulatory initiatives, and customer growth programs while enhancing our capabilities through transformation initiatives. Let's look at Slide 3 of our supplemental deck and highlight our financial position and some of our achievements so far this year. We delivered third quarter non-GAAP net operating earnings per share of $0.07 compared to $0.06 during the same period in 2016. We remain on track to invest an estimated $1.6 billion to $1.7 billion in utility infrastructure this year with more than $1.3 billion invested through the third quarter. These program investments are part of our more than $30 billion of identified long-term investment opportunities. The team's strong steady performance is creating value for our customers, communities and investors and we continue to expect to deliver 2017 non-GAAP net operating earnings of a $1.17 to a $1.20 per share. Additionally as we announced in this morning's press release, we're initiating 2018 non-GAAP net operating earnings guidance of $1.26 to $1.32 per share. This range is anchored in the continued execution of our growth strategy and enhanced by our recent successful debt refinancing. Moving to some highlights of our progress in the third quarter, in our gas segment we filed a base rate case in Indiana seeking our first base rate increase there in more than 25 years. In Maryland we received approval of our base rate case settlement and in Ohio we filed a settlement agreement in our pending application for a five year extension of our long-term gas infrastructure replacement program. On the customer growth front, we've seen good results from our increased efforts and remain on track to achieving sustainable 1% net annual growth by 2020. In our electric segment our latest electric modernization tracker update was approved and our proposed settlement related to the coal combustion residuals environmental upgrades remains pending before the Indiana Utility Regulatory Commission. Our electric transmission projects are on track and are expected to be in service in mid-2018. Now I'd like to turn the call over to Donald who will discuss our financial performance in more detail. Donald?

Thanks Joe, and good morning everyone. Looking at Slide 4, we delivered non-GAAP net operating earnings of about $23 million or $0.07 per share in the third quarter compared with about $19 million or $0.06 per share for the same period in 2016. Through the first nine months of 2017, our non-GAAP net operating earnings are up about $44 million or $0.12 per share compared with the same period in 2016. The biggest driver of our solid financial performance continues to be the impact of our long-term infrastructure modernization investments supported by solid regulatory outcomes and established infrastructure trackers. As we discussed previously, we filed with the Securities and Exchange Commission and aftermarket or ATM, equity issuance program. During the third quarter we issued about 10.6 million shares receiving proceeds of about $281 million. Consistent with the financing plan outlined at Investor Day, this fulfills our 2017 plan to raise $200 million to $300 million in equity. On the debt financing side, we issued $750 million and 30 year long-term note, at 3.95% in September. This is our second issuance this year at issuing $2 billion and 10 year and 30 year notes in May. The pricing of the notes this year has helped us establish new benchmark pricing for long dated note providing better clarity going for both NiSource and our investors as we expect to be in the market every year to fund our modernization program. I would remind everyone that our debt and equity issuances are intended to provide a balanced financing approach for NiSource's capital investments. In all expected financing cause, including equity dilution are included in our 2017 and 2018 earnings guidance, as well as our growth rate commitments through 2020. Let's turn now to the non-GAAP financial results for our business segments. Our Gas…

Thanks for that update Donald. I'll start with the recognition NiSource's received in September for our sustainable business practices and performance. For the fourth straight year, we were named to the Dow Jones sustainability North America index and I'm proud to say we were the second highest ranked U.S. multi-utility on the list. Our ranking reflects advancements we made to our sustainability strategy in 2016 by outlining aggressive but achievable targets for reducing greenhouse gas emissions including mapping. These reductions are enabled by the planned retirement of 50% of our coal-fired electric generation fleet and by our ongoing accelerated replacement of our natural gas distribution infrastructure. We're proud to be included in this index because of its recognition of our deep commitment to serving customers in a way that is safe, reliable, environmentally responsible and sustainable. On the customer growth front, we're well ahead of where we were at the same point in 2016 which turned out to be our best year for customer growth in a decade. This progress is driven by a continued rebound in new home construction and conversions to natural gas keeping us on track to achieve sustainable 1% net annual growth by 2020. And we continue to modernize training for our field operations employees. This month will open the third of our four new state-of-the-art field employee training centers in Chester Virginia. The first two are already operating one near Pittsburgh and one near Columbus and a facility in Massachusetts will open in 2018. And I'd like to recognize our NIPSCO employees and our business partners in Indiana who stepped up to help restore power in Florida following Hurricane Irma in September. There's a long tradition of electric utilities helping each other following natural disasters and our team with more than 220 people including NIPSCO…

[Operator Instructions] Your first question comes from the line of Michael Weinstein from Credit Suisse. Your line is open.

First question is on the 5% to 7% growth rate going forward. Can you clarify that that's good to be based on the new 2018 guidance at this point?

Yes, we continue reaffirming 5% to 7% year-on-year net operating earnings per share and dividend growth and that's as you know driven by our steady execution of our investment plans. It's predominantly the infrastructure modernization plans and so yes the new 2018 guidance continues that theme.

And so 2019 would be based on the midpoint of 2018 theory?

That's correct.

And I was wondering if you could just maybe talk a little about the integrated resource plan at this point for NiSource electric and what the timing of that is - the new filing that’s going to come next year and when do you think you might have to start planning and actually building or filing specific replacement plans?

So as you may know we await the IURC's final disposition of the last IRP and we look forward to engaging our stakeholders throughout the year ahead in a rigorous look at all of the replacement options for capacity in the future to replace the capacity we intend to retire. We have not yet determined an actual filing date for the next IRP in all likelihood it will be late next year or early 2019 but we continue to look at our options for how to step through those stakeholder engagement sessions.

Your next question comes from the line of Christopher Turnure from JPMorgan. Your line is open.

Congratulations on continuing to really flex your balance sheet muscle here and capitalize on your regulatory constructs that you have in front of you with your 2018 plan and beyond. I wanted to ask about tax reform and specifically, the plan that we know of right now, as vague as it is, from the Republican Party back in September. Could you maybe just give us a little bit more detail or clarify any scenario analysis you've done around that? And follow-on to your comments from, I think, the fourth quarter call of this year?

Good morning Chris, and thanks for the comments. Certainly like everybody we’re staying very engaged in the tax reform process ensuring that the interest of our customers and investors are balanced and that any unique implications for us are fully understood particularly related to the inclusion of interest deductibility and expensing of CapEx and transition rules all the issues we’ve talked about before. As you well know there's a lot of activity this week in Washington we’re watching that closely too early to know what details maybe forthcoming, so I’m not going to speculate about the implications of the current process just other than to say we’ll stay engaged and keep stakeholders informed. I’ll ask Donald to talk just a little bit about what we've already said in terms of the potential implications of the frameworks we’ve seen and then how we’ll respond appropriately. Donald?

As Joe said, we’re paying attention we’re looking at what's going on and certainly engaging with legislators to promote our plan and our strategy and the impact that may have on our customers. As we look at the potential impacts from the loss of interest deductibility and the 100% expensing of capital certainly has a negative impact on our plan but I think as we think about it, we’ve got a number of levers to help mitigate any risks from that both in our capital plan in the past when we had 100% bonus depreciation. We have accelerated our modernization spend in our infrastructure trackers to help offset that lower rate base impact. O&M certainly is a lever we have. We've already started our transformation efforts and have committed to flat own them after 2017 but that is another lever that we have that we can do items in short-term to help mitigate that and spread off any impact of - negative impact of tax reform. And then finally we are financing, we typically financed long-term mostly 30 year debt and 10 year debt. And so certainly have flexibility to go shorter term to help smooth out any negative impact of tax reform. So we’re paying attention looking closely but certainly as everyone else's really want to understand what the details are of what may come out of tax reform.

Yes, it's early but that's helpful color to know as an offset there. And then my second question is on the NIPSCO Gas filing in Indiana, could you just help me better understand the context there? You have the rider program, of course, that's been in place for a couple of years now. In the context of knowing that and the return kind of on-and-off capital that's coming on that, what else is this rate case doing for you? What do you have going on?

So that as we noted is the first base rate increase request in 25 years for NIPSCO for our gas business in Indiana. And so the backdrop there is a 1988 case that had an unusually high I might say depreciation rate led to a framework we settled in 2010 in a case we filed than to rebuild rate base through depreciation credit. So this case reflects kind of a return to normal revenue requirements for the underlying rate base, as well as an update to O&M associated with as in all of our jurisdictions enhance safety in training programs across our gas business. So, pretty standard case other than the adjustment in depreciation in the underlying rate base.

Do you feel like if it comes out the way that you are -- or hoping for, or base case scenario, there would be a meaningful change in your ability to earn your authorized ROE?

I'm not sure I go to meaningful change I think it's a pretty standard approach to shifting from what has been a unique depreciation model for the underlying rate base to a standard revenue requirements model.

Your next question comes from the line of Steve Fleishman from Wolfe Research. Your line is open.

The 2018 guidance is obviously kind of midpoint to midpoint a little bit above your long-term kind of growth rate discussion. Maybe just give a little more - is that an annualization maybe of some of your financing savings, or just maybe give a little more color on what's driving that?

Yes, you got it Steve. We recognized the guidance range for 2018 is a bit higher and wider than the 5 to 7 primarily driven on the near term benefits of the refinancing. We executed this year and we've long ago noted that would stick in the plan in the near term here as we pulled forward some of the refinancing opportunities there. So that's the key driver.

Okay great, not that I’m complaining but and then on the - so you’re done with your equity for this year and you still plan to do - some equity entirely for 2018/2019?

Yes, that’s right. We’re done for this year consistent with our financing strategy that we outlined in ATM of $200 million to $300 million per year. Let me ask Donald to talk just a bit about our financing outlook for the future.

As Joe said, we’re still committed to the $200 million to $300 million annually through an ATM program. We are done this year and we’re able to complete that in the third quarter. Additionally as you stated there is a drip program that’s an additional about $60 million a year that will continue.

Your next question comes from the line of Paul Ridzon from KeyBanc. Your line is open.

Can you give a little more detail around what's one the operating earnings around the gas segment?

As you can see the O&M increases year-on-year through the third quarter in the gas segment, after you adjust for the trackers we’re about 100 million. And that reflects all of the commitments we made in the base rate case cycle we went through a year ago enhanced investments and spending and training modernization some of our pipeline safety initiatives as well which set the stage for the flat O&M outlook that we talked about from 2017 forward. So that's really the predominant driver there the steps we've taken in the last cycle to enhance some of our reliability safety and training spending.

And also Paul, it brings up the third quarter from a gas perspective is our lowest revenue or margin quarter. And so there is little bit of just timing from a weather and sales standpoint there.

I was surprised to see that big swing didn't really impact EPS that much. They're just other offsets throughout your business.

What do you mean in terms of the total quarter including electric?

Yes, correct.

It's really when you look at year-to-date from a spending standpoint we’re a little over 10% year-to-date on our spending and that's all in including our guidance and our plan on an total year standpoint we’ll be a little above that range as well above 10%. So it’s all in our expectations as we've made investments in customer service and customer growth in our transformation efforts this year. And I certainly expect and committed to driving those savings and opportunities after 2017 for flat O&M.

Your next question comes from the line of Michael Lapides from Goldman Sachs. Your line is open.

I have two items one on request in Indiana the settlement outstanding on coal ash, that is included in your current environmental CapEx guidance or not I thought it was let me know if that's wrong. My second one is a follow-up on the NIPSCO gas rate case of the $140 million plus rate increase you've requested, how much of that would actually drop the bottom line versus the offset by the just simply moving revenue from trackers to base rates or higher cost by higher O&M or higher G&A?

On the CCR you're correct that's CapEx $193 million in the settlement is reflected on our outlook and has been so it’s consistent with our CapEx of 1.6 to 1.8 through 2020 and its part of that outlook for 2018 as well. On the NIPSCO gas side, a number of moving parts in there, but just sort of big crayon shorthand the best way to think about the answer to your question is about half of the case relates to non-O&M and non-tracked items is the cleanest way to think about that.

So in other words, $70ish million or so is kind of what will drop to the bottom line on a pretax basis I guess that would drop today EBT line or the net income before - the income before tax line. And the rest is either moving trackers around it would be offset by higher cost somewhere?

Yes give or take I would say that's a fair way to characterize the case.

Actually one last one on the Ohio extension request, is there any change in the range of spins being requested in the annual range of CapEx as part of that program or is that range staying the same as part of this request?

Yes there is - again is consistent with our CapEx guidance till 2020 that request for the next five year period beginning next year is about a $0.25 billion higher than the five year period were coming out. We are authorized up to $1.50 through the period that we're in right now and the request that we put in front of the commissions is for just about $1.3 billion and the settlement we found is on that order of magnitude close to that number.

So could that lead to an increase in your CapEx guidance or did you go ahead and baked that in before getting approval from the commission on this?

No, as I said that’s consistent with our CapEx outlook through 2020 and beyond in that case you can see through past 2020 with that filing.

Your next question comes from the line of Charles Fishman. Your line is open, from Morningstar.

Just make sure I understand this, some of your above 5% to 7% growth rate is financing driven and it looks like you significantly increased your long-term debt versus end of last year you’ve gone out on the maturity, you driven down the interest rate. So really once we get pass this next year there is not too much more that can be done. And then we go back to the 5% to 7% I’m thinking about that correctly?

Yes, that’s how I think of it that a lot of our higher performance this year is really on financing, somewhat earlier in the year, favorable settlement in base rate cases. But that is the primary driver for the higher guidance range in 2018. And then after that it really is around and that's why we remain committed to the 5% to 7% growth in earnings and dividends, it’s really driven by our modernization efforts and our rate base growth. We’ll continue to look for opportunities from a financing standpoint. I think we’ve certainly still have debt that matures in the next few years when we refinance the debt in May, we only took out about half of that debt. So we’ll continue to look to see if there's an opportunity to do that in a cost effective way, but primarily when you think about the earnings commitment it’s the real driver is that that modernization program and the rate base growth impact.

And do you think you’re a year about $8.7 billion of debt?

We should be around in that range.

And then just one more question, the next time the board reviews a dividend it will be for the first quarter?

That’s correct.

That’s all I had. Thank you. Look forward to seeing you guys at EEI.

Your next question comes from the line of Brian Lasky from Citi. Your line is open.

What O&M assumption is in your 2018 guidance, we continue to guide towards flat O&M or do you see an opportunity to reduce that expense going forward?

No, Brian as we said consistently the outlook for 2018 is flat off of the 2017.

And then with a favorable outlook in NIPSCO rate case impact the equity issuance assumption raised for next year?

It’s too early to talk about that at this point I would expect that our plan is still $200 million to $300 million in equity. If you think about the program that $200 million to $300 million over time improves our credit metrics is especially our Moody's FFO the debt metrics until there's not likely any one item that changes our equity needs, but certainly each item contributes to our needs over time and we will continue to look at our plan and our needs to see if and when that would change.

Your next question comes from the line of Chris Sighinolfi from Jefferies. Your line is open.

Lots been asked, lots been answered appreciate all the color. I had just one follow-up and it's for Donald just looking at the cash flow it seems like there was a sizable pension contribution this quarter something on the order of like 315 million may be more than 300 million. I was just curious I guess two questions one I’m seeing that correctly. And then second if I am if I compare to what you had sort of outlined in the 10-K the contribution this year it’s quite a bit more. So I was just curious there were something in the quarter conditionally that prompted that I’m not intimately familiar with the finance what being related in terms of tax policy but goes ahead and changing on that front the prompt of the action just any clarification would be helpful?

No absolutely and you were really quick to have pointed that out already. We did make a contribution of about $277 million to our pension. We did do it earlier than what was in our plan as we look that our forecast of pension contributions over the next few years looking at the increasing variable PBGC premium, as well as the interest rate forecast the increasing interest rate forecast. We thought we had an opportunity to make a contribution now financed with a lower-cost debt that also de-risk the pension plan. So we went from about 83% funded to about 97% funded assuming we hit our assumed returns on our contributions we don't expect that will need to make contributions going forward. And so it’s favorable to cash flows of about $60 million over the next few years and certainly enhances our credit metrics going forward. So it’s really an opportunistic opportunity to de-risk the plan safe from future contributions and ultimately have lower cost for our customers.

Your next question comes from the line of Joe Zhou from Avon Capital Advisors. Your line is open.

It's Andy Levi. Just two questions, just in the quarter how much stock did you issue in the quarter?

10.6 million shares in the quarter.

Oh really, 10.6 million shares, wow.

Including with our plan.

No, I understand that you made weight on the stock so you did all of the third quarter so what you’re saying?

Yes, that's right Andy this is Donald .So we issued about 10.6 million shares the average price of about $26.67 so and we really had the opportunity where we had a couple investors that came in and wanted the opportunity to take a significant amount of the shares. And so that was we were able to execute on that at a good pricing for them and us and close out the program for the year.

And then the other question I had just a follow-up on the tax reform question. So just to make sure I understood what you're saying you kind of outlined several different offsets and again we don't know what the plan is, but I guess just assuming a lower rate. I guess at the very least and there was interest deductibility having on the timings altered. It sounds like you feel that you can offset most of the impact of some type of tax reform as far as your earnings and obviously your growth rate?

Well so I don't know exactly what that tax reform package looks like so I can't opine that I can offset all of it what I would say is we've got levers to mitigate the risk, but ultimately we got to find out what that plan looks like and what that impact would be to our plan and then we would make decisions on if we could offset all of it certainly have levers to mitigate some of that negative impact.

Your next question comes from the line of Paul Ridzon from KeyBanc. Your line is open.

Donald I had a follow-up what was your commentary around future pension contribution timing?

So what I said was our expectation I’m assuming that we only expected returns on our pension investments that we wouldn't make any additional make any additional contributions to our pension. We are about 97% funded at this point until if we hit our expected returns on the asset we have now in place we would not need to make future contributions.

[Operator Instructions] I am showing no further questions at this time. I would now like to turn the conference back to Joe Hamrock, CEO.

Thanks Alex. Thank you all again for participating today and for your ongoing interest in support of NiSource. For those of you who might be at EEI next week, we look forward to bumping into you and talking with you there. Have a great day.

Ladies and gentlemen, this concludes today's conference. Thank you for your participation and have a wonderful day. You may all disconnect.