MERRILLVILLE, Ind., Oct. 30, 2014 /PRNewswire/ -- NiSource Inc. (NYSE: NI) today announced net operating earnings from continuing operations (non-GAAP) of $45.5 million, or $0.14 per share, for the three months ended September 30, 2014, compared with $57.1 million, or $0.18 per share, for the same period in 2013. Operating earnings for the third quarter (non-GAAP) were $180.3 million compared to $183.7 million in the year-ago period.

On a GAAP basis, NiSource reported income from continuing operations of $31.5 million, or $0.10 per share, for the three months ended September 30, 2014, compared with $49.5 million, or $0.16 per share, for the same period in 2013. Operating income for the third quarter was $157.8 million compared to $176.4 million in the year-ago period. Schedules 1 and 2 of this news release contain a reconciliation of net operating earnings and operating earnings to GAAP.

Earnings guidance, capital investments on track

NiSource President and CEO Robert C. Skaggs Jr. said the company's third quarter results were on plan and that it continues to expect to achieve earnings at the upper half of its full-year earnings outlook of $1.61 to $1.71 per share (non-GAAP), and that the company remains on track with its record $2.2 billion capital investment program during 2014.

"During the third quarter, NiSource's business units continued to produce strong financial results while driving solid, steady progress on a broad range of well-established, infrastructure-focused investment strategies," Skaggs said. "That performance has us on track to once again achieve our annual earnings outlook, while delivering on an extensive range of customer and stakeholder focused initiatives."

There will likely be differences between net operating earnings and GAAP earnings. Due to the unpredictability of weather and other factors, NiSource is continuing its practice of not providing GAAP earnings guidance.

Skaggs noted that details of the company's business and growth strategies were discussed during NiSource's Investor Day on September 29. A replay and copies of the Investor Day presentations are available at www.nisource.com.

Columbia Pipeline Group separation update

On September 28, NiSource announced that its Board of Directors approved, in principle, plans to separate its natural gas pipeline and related businesses into a stand-alone, publicly traded company. The separation would result in two highly focused energy infrastructure companies: NiSource Inc., a fully regulated natural gas and electric utilities company, and Columbia Pipeline Group Inc. (CPG), a pure-play natural gas pipeline, midstream and storage company. Both companies are expected to maintain investment grade credit ratings after the separation, which is expected to occur in mid-2015.

"Our team expects to execute the separation with no adverse impact on our ongoing operations or customer services," Skaggs said. "As two pure-play, highly focused and well capitalized energy infrastructure companies, both entities will be better positioned to execute on their respective investment strategies and deliver enhanced long-term growth."

The separation is subject to various conditions, including, among others, NiSource receiving a favorable legal opinion on the tax-free nature of the distribution and final NiSource board approval. NiSource shareholder approval of the transaction is not required.

In addition to the separation, Columbia Pipeline Partners LP (CPPL), a subsidiary of NiSource, filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission in connection with the proposed initial public offering of its common units.

Columbia Pipeline Group modernization, growth project inventory tops $12 billion

CPG continues to develop and execute on an extensive inventory of near- and long-term growth, modernization and midstream investment opportunities, many of which are tied to the company's strategic asset position in the Utica and Marcellus Shale production regions.

CPG expects to invest $12-$15 billion in modernization and growth projects over the next 10 years, with a number of major projects currently in active development. Key execution highlights for CPG include:


    --  By the end of the year, CPG will make a filing with the Federal Energy
        Regulatory Commission to recover costs related to the second year of
        investments under its long-term system modernization program. The
        filing, which involves approximately $330 million in facilities placed
        in service by October 31, 2014, is anticipated to become effective in
        February 2015. A settlement with the company's customers addresses the
        initial five years of an expected 10-15 year program that exceeds $4
        billion in investment.

    --  Just this month, CPG placed into service its West Side Expansion
        project. This approximately $200 million project, placed in service
        ahead of schedule and on budget, enabled a portion of Columbia Gulf
        Transmission's (Columbia Gulf) system to become fully bi-directional,
        among other system enhancements. Fully subscribed and anchored by
        long-term contracts, the project will transport approximately 500,000
        dekatherms per day of Marcellus Shale production to Gulf Coast and
        southeast markets. The approximately $25 million Giles County growth
        project also was placed in service this month, which supports the
        conversion of a large end-user's coal boilers to natural gas. Columbia
        Gas of Virginia (CGV) also extended its distribution system by
        approximately four miles to support the customer conversion.

    --  In August, CPG confirmed details of its planned $1.75 billion investment
        in the Leach and Rayne XPress projects. The projects will create a major
        new pathway for delivering natural gas supplies to market, providing
        transportation capacity of about 1.5 billion cubic feet per day for
        Marcellus and Utica Shale gas on the Columbia Gas Transmission (Columbia
        Transmission) system and about 1 billion cubic feet per day on the
        Columbia Gulf system. The projects, expected to be placed into service
        by the end of 2017, include approximately 150 miles of new transmission
        pipeline and new compression facilities at multiple sites in Ohio and
        West Virginia.

    --  CPG's WB XPress project also is advancing and expected to clear
        remaining conditions precedent during the fourth quarter of this year.
        The approximately $870 million project would transport about 1.3 billion
        cubic feet of Marcellus Shale production on the Columbia Transmission
        system to pipeline interconnects and East Coast markets, including
        access to the Cove Point LNG export terminal. The project is expected to
        be placed in service during the fourth quarter of 2018.

    --  The company is encouraged by customer interest following the recently
        completed non-binding open season for the Mountaineer XPress project.
        The project's scope is currently being refined and discussions with
        potential shippers regarding capacity commitments are underway. The
        project would provide further transportation capacity out of the
        Marcellus and Utica Shale production basins.

    --  NiSource Midstream Services (NMS) has started work on its approximately
        $120 million Washington County Gathering project, which is anchored by a
        long-term agreement with a subsidiary of Range Resources Corporation.
        The project will consist of gathering pipelines and compression
        facilities in western Pennsylvania to transport production into a nearby
        Columbia Transmission pipeline. The project is expected to be in service
        in late 2015, with additional expansion expected as gas production
        grows.

    --  NMS also is expanding and optimizing its Big Pine Gathering System to
        support Marcellus Shale production in Western Pennsylvania. The
        approximately $65 million investment in facility enhancements, which
        will add an incremental approximately 175-million-cubic-feet-per-day of
        system capacity, are expected to begin service in the third quarter of
        2015.

NIPSCO advancing its environmental, modernization and transmission projects

During the third quarter, NiSource's Indiana natural gas and electric business, Northern Indiana Public Service Co. (NIPSCO), continued to make progress on its agenda of system modernization, reliability and environmental improvements. Over the next 20-plus years, NIPSCO expects to invest approximately $10 billion in electric infrastructure projects and approximately $5 billion in natural gas infrastructure projects. Key execution highlights for NIPSCO include:


    --  The company began its investments as part of its seven-year natural gas
        modernization program approved earlier this year by the Indiana Utility
        Regulatory Commission. This program, initially approved for
        approximately $710 million, is now expected to reach an investment level
        of $860 million and complements the in-progress $1.1 billion electric
        system modernization program.

    --  Progress also continued on two major NIPSCO electric transmission
        projects designed to enhance region-wide system flexibility and
        reliability. Right-of-way acquisition and permitting are underway for
        both projects. The Greentown-Reynolds project is a roughly 70-mile,
        765-kilovolt line being constructed in a joint development agreement
        with Pioneer Transmission, and the Reynolds-Topeka project is a
        100-mile, 345-kilovolt line. These projects involve an investment of
        approximately $500 million for NIPSCO and are anticipated to be in
        service by the end of 2018.

    --  Two remaining flue gas desulfurization (FGD) projects at NIPSCO's
        coal-fired electric generating facilities remain on plan. With projected
        completion dates of year-end 2014 and year-end 2015, the FGD investments
        are part of more than $850 million in environmental investments,
        including water quality and emission-control projects recently completed
        and planned at NIPSCO's electric generating facilities.

NiSource Gas Distribution executes on infrastructure programs, regulatory agenda

The NiSource Gas Distribution (NGD) companies continue to deliver strong results by investing in their infrastructure replacement and enhancement programs, aligned with complementary regulatory initiatives. Over the next 20-plus years, NiSource's natural gas utilities expect to invest approximately $20 billion in natural gas growth and modernization projects. Key execution highlights for NGD include:


    --  Columbia Gas of Pennsylvania (CPA) is awaiting a ruling by the
        Pennsylvania Public Utility Commission in its current base rate case. On
        September 5, the parties to the case jointly submitted a request to
        approve a settlement that provides for recovery of CPA's investments in
        its well-established infrastructure modernization program. If the
        settlement is approved as filed, annual revenues will increase by
        approximately $33 million. A decision is expected by the end of the
        year.

    --  CGV expects a decision by the first quarter of 2015 on its base rate
        case filed with the Virginia State Corporation Commission in April. The
        case seeks to recover costs related to significant capital investments
        CGV has made to improve its system and accommodate growth, as well as
        costs incurred related to a number of pipeline safety initiatives
        designed to improve the safety and reliability of its system. If
        approved as filed, the case would increase net annual revenues by
        approximately $25 million.

    --  Columbia Gas of Massachusetts (CMA) remains on track to file a priority
        pipe replacement plan and associated recovery for 2015 replacements with
        the Massachusetts Department of Public Utilities on October 31, which
        outlines a sustained system modernization program. Legislation
        authorizing accelerated recovery of gas infrastructure modernization
        investments took effect in Massachusetts earlier this year. CMA expects
        to begin recovery of 2015 planned infrastructure investments made under
        the program on May 1, 2015.

    --  On September 15, the Public Service Commission of Maryland approved a
        settlement in the Columbia Gas of Maryland (CMD) rate case filed on July
        1. The settlement provides CMD an opportunity to earn a fair return on
        capital investments as part of its ongoing system modernization program.
        As a result of the settlement, annual revenues increased by
        approximately $1.1 million, effective September 29, 2014.

"Across our seven regulated utilities - NIPSCO and Columbia Gas - we now expect to invest approximately $30 billion in growth and modernization investments over the next 20-plus years," Skaggs said. "With complementary customer programs and rate structures in place in all of our jurisdictions, we expect approximately 75 percent of this investment to be revenue producing. These programs are well-established and continue to deliver sustainable value for our customers, shareholders and other key stakeholders."

Third Quarter 2014 Operating Earnings - Segment Results (non-GAAP)

NiSource's consolidated operating earnings (non-GAAP) for the three months ended September 30, 2014, were $180.3 million, compared to $183.7 million for the same period in 2013. Refer to Schedule 2 for the items included in 2014 and 2013 GAAP operating income but excluded from operating earnings.

Operating earnings for NiSource's business segments for the three months ended September 30, 2014, are discussed below.

Columbia Pipeline Group Operations reported operating earnings of $94.4 million for the three months ended September 30, 2014, compared with operating earnings of $98.7 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $19.4 million primarily due to higher demand margin revenue as a result of growth projects placed into service, increased mineral rights royalty revenue and higher condensate revenue.

Operating expenses, excluding the impact of trackers, increased by $25.2 million primarily due to higher employee and administrative costs, the current period impact of the gain on the sale of storage assets in 2013, higher outside service costs and increased depreciation. These increases were partially offset by a decrease in software data conversion costs. Equity earnings increased by $1.5 million primarily from increased earnings at Millennium Pipeline.

Electric Operations reported operating earnings of $90.2 million for the three months ended September 30, 2014, compared with operating earnings of $90.5 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $11.5 million primarily due to higher industrial and residential margins and increased environmental investment cost recovery.

Operating expenses, excluding the impact of trackers, increased by $11.8 million due primarily to increased employee and administrative costs, higher electric generation costs largely due to maintenance-related outages, and increased storm damage costs.

Gas Distribution Operations reported operating earnings of $1.0 million for the three months ended September 30, 2014, compared with an operating earnings loss of $0.5 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $16.9 million primarily attributable to increases in regulatory and service programs, including the impact of the implementation of new rates under Columbia Gas of Ohio's approved infrastructure replacement program and the new rates at Columbia Gas of Massachusetts.

Operating expenses, excluding the impact of trackers, increased by $15.4 million due primarily to increased employee and administrative costs and higher depreciation as a result of an increase in capital expenditures. These increases were partially offset by lower environmental costs.

Corporate and Other Operations reported an operating earnings loss of $5.3 million for the three months ended September 30, 2014, which is comparable to an operating earnings loss of $5.0 million for the comparable prior period.

Other Items

Interest expense increased by $5.9 million due to the issuance of long-term debt in October 2013 and the expiration of interest rate swaps in July 2014. These increases were partially offset by the maturity of long-term debt in July 2014.

Other, net reflected income of $9.2 million compared to income of $4.7 million in 2013 primarily attributable to current period transmission agreement income.

The effective tax rate of net operating earnings was 43.1 percent compared to 32.6 percent for the same period last year. The increase in the three month effective tax rate is primarily due to a change in the estimated annual effective tax rate during the third quarter of 2014.

Nine Month Period 2014 Operating Earnings - Segment Results (non-GAAP)

NiSource's consolidated operating earnings (non-GAAP) for the nine months ended September 30, 2014, were $908.5 million, compared to $806.3 million for the same period in 2013. Refer to Schedule 2 for the items included in 2014 and 2013 GAAP operating income but excluded from operating earnings.

Operating earnings for NiSource's business segments for the nine months ended September 30, 2014, are discussed below.

Columbia Pipeline Group Operations reported operating earnings of $357.0 million for the nine months ended September 30, 2014, compared with operating earnings of $320.8 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $61.3 million primarily due to higher demand margin revenue as a result of growth projects placed into service, increased mineral rights royalty revenue and higher condensate revenue.

Operating expenses, excluding the impact of trackers, increased by $32.4 million primarily due to higher employee and administrative costs, a prior year gain on the sale of storage assets, higher depreciation, increased outside service costs and higher property taxes. These increases were partially offset by gains on conveyances of mineral interests and a decrease in software data conversion costs. Equity earnings increased by $7.3 million primarily from increased earnings at Millennium Pipeline.

Electric Operations reported operating earnings of $224.2 million for the nine months ended September 30, 2014, compared with operating earnings of $214.0 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $41.7 million primarily due to increased industrial margins, higher environmental investment cost recovery, increased revenue as a result of two electric transmission projects authorized by the MISO, and higher off-system sales. These increases were partially offset by a decrease in transmission upgrade revenue.

Operating expenses, excluding the impact of trackers, increased by $31.5 million due primarily to higher employee and administrative costs and increased electric generation costs largely due to maintenance-related outages.

Gas Distribution Operations reported operating earnings of $343.6 million for the nine months ended September 30, 2014, compared with operating earnings of $284.6 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $97.0 million primarily attributable to an increase in regulatory and service programs, including the impact of the rate settlement at Columbia Gas of Pennsylvania and the implementation of new rates under Columbia Gas of Ohio's approved infrastructure replacement program. Additionally, there was increased residential, commercial and industrial usage and higher off-system sales.

Operating expenses, excluding the impact of trackers, increased by $38.0 million due primarily to increased employee and administrative costs, higher depreciation due to an increase in capital expenditures, increased other taxes, higher outside service costs and an increase in uncollectibles. These increases were partially offset by lower environmental costs.

Corporate and Other Operations reported an operating earnings loss of $16.3 million for the nine months ended September 30, 2014, compared to an operating earnings loss of $13.1 million for the comparable prior period.

Other Items

Interest expense increased by $23.5 million due to the issuance of long-term debt in April and October 2013, partially offset by the maturity of long-term debt in March 2013 and July 2014.

Other, net reflected income of $21.2 million compared to income of $22.1 million in 2013.

The effective tax rate of net operating earnings was 36.6 percent compared to 34.1 percent for the same period last year.

About NiSource

NiSource Inc. (NYSE: NI), based in Merrillville, Ind., is a Fortune 500 company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource operating companies deliver energy to 3.8 million customers located within the high-demand energy corridor stretching from the Gulf Coast through the Midwest to New England. Information about NiSource and its subsidiaries is available via the Internet at www.nisource.com. NI-F

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to various risks and uncertainties. Examples of forward-looking statements in this release include statements and expectations regarding future dividends, earnings growth, capital investments, financing needs and plans, credit ratings, investment opportunities and the planned separation of our natural gas pipeline and related businesses. Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this release include, among other things, the timing to consummate the transactions described herein; the risk that a condition to consummation is not satisfied; disruption to operations as a result of the proposed transactions; the inability of one or more of the businesses to operate independently following the completion of the proposed transactions; the risks and uncertainties that CPPL will not complete its initial public offering; weather; fluctuations in supply and demand for energy commodities; growth opportunities for NiSource's businesses; increased competition in deregulated energy markets; the success of regulatory and commercial initiatives; dealings with third parties over whom NiSource has no control; actual operating experience of NiSource's assets; the regulatory process; regulatory and legislative changes; changes in general economic, capital and commodity market conditions; and counter-party credit risk, and the matters set forth in the "Risk Factors" section in NiSource's 2013 Form 10-K and subsequent NiSource filings of Form 10-Q, many of which are beyond the control of NiSource. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. NiSource expressly disclaims any duty to update any of the forward-looking statements contained in this release.



                                                        NiSource Inc.

                                       Consolidated Net Operating Earnings (Non-GAAP)

                                                         (unaudited)




                                                        Three Months Ended                    Nine Months Ended

                                                         September 30,                     September 30,
                                                         -------------                     -------------

    (in millions, except per
     share amounts)                                         2014                      2013                    2014       2013
    ------------------------                                ----                      ----                    ----       ----

    Net Revenues

    Gas Distribution                                      $240.4                    $255.3                $1,860.1   $1,541.8

    Gas Transportation and
     Storage                                               381.7                     350.1                 1,350.3    1,185.1

    Electric                                               437.9                     416.4                 1,285.0    1,177.0

    Other                                                   77.3                      61.2                   271.0      162.8
                                                            ----                      ----                   -----      -----

    Gross Revenues                                       1,137.3                   1,083.0                 4,766.4    4,066.7

    Cost of Sales (excluding
     depreciation and
     amortization)                                         230.4                     243.2                 1,663.4    1,268.4
    ------------------------                               -----                     -----                 -------    -------

    Total Net Revenues                                     906.9                     839.8                 3,103.0    2,798.3
    ------------------                                     -----                     -----                 -------    -------

    Operating Expenses

    Operation and maintenance                              417.2                     384.1                 1,195.1    1,115.7

    Operation and maintenance -
     trackers                                              103.4                      84.8                   359.8      259.9

    Depreciation and
     amortization                                          151.8                     144.5                   448.9      427.7

    Depreciation and
     amortization -trackers                                  1.2                         -                    1.9        3.7

    Gain on sale of assets                                 (3.0)                   (11.1)                 (20.8)    (11.1)

    Other taxes                                             60.0                      56.1                   189.3      175.4

    Other taxes - trackers                                   8.0                       8.2                    53.2       46.3
    ----------------------                                   ---                       ---                    ----       ----

    Total Operating Expenses                               738.6                     666.6                 2,227.4    2,017.6
    ------------------------                               -----                     -----                 -------    -------

    Equity Earnings in
     Unconsolidated Affiliates                              12.0                      10.5                    32.9       25.6
    --------------------------                              ----                      ----                    ----       ----

    Operating Earnings                                     180.3                     183.7                   908.5      806.3
    ------------------                                     -----                     -----                   -----      -----

    Other Income (Deductions)

    Interest expense, net                                (109.6)                  (103.7)                (327.8)   (304.3)

    Other, net                                               9.2                       4.7                    21.2       22.1
    ----------                                               ---                       ---                    ----       ----

    Total Other Deductions                               (100.4)                   (99.0)                (306.6)   (282.2)
    ----------------------                                ------                     -----                  ------     ------

    Operating Earnings From Continuing Operations

    Before Income Taxes                                     79.9                      84.7                   601.9      524.1

    Income Taxes                                            34.4                      27.6                   220.1      178.9
    ------------                                            ----                      ----                   -----      -----

    Net Operating Earnings from
     Continuing Operations                                  45.5                      57.1                   381.8      345.2
    ---------------------------                             ----                      ----                   -----      -----

    GAAP Adjustment                                       (14.0)                    (7.6)                  (5.4)     (7.3)
    ---------------                                        -----                      ----                    ----       ----

    GAAP Income from Continuing
     Operations                                            $31.5                     $49.5                  $376.4     $337.9
    ===========================                            =====                     =====                  ======     ======

    Basic Net Operating Earnings
     Per Share from Continuing
     Operations                                            $0.14                     $0.18                   $1.21      $1.11
    ----------------------------                           -----                     -----                   -----      -----

    GAAP Basic Earnings Per
     Share from Continuing
     Operations                                            $0.10                     $0.16                   $1.19      $1.08
    -----------------------                                -----                     -----                   -----      -----

    Basic Average Common Shares
     Outstanding                                           315.4                     312.8                   314.9      312.1
    ===========================                            =====                     =====                   =====      =====


                                                             NiSource Inc.

                                                 Segment Operating Earnings (Non-GAAP)

                                                              (unaudited)





                                                                            Three Months Ended         Nine Months Ended

    Gas Distribution Operations                                               September 30,              September 30,
                                                                              -------------              -------------

    (in millions)                                                                   2014          2013                   2014      2013
    ------------                                                                    ----          ----                   ----      ----

    Net Revenues

    Sales revenues                                                                $412.1        $412.8               $2,575.5  $2,131.4

    Less: Cost of gas sold                                                         114.6         131.8                1,294.8     964.7

    Net Revenues                                                                   297.5         281.0                1,280.7   1,166.7
    ------------                                                                   -----         -----                -------   -------

    Operating Expenses

    Operation and maintenance                                                      194.8         184.9                  565.9     546.2

    Operation and maintenance - trackers                                            14.0          14.2                   78.5      68.4

    Depreciation and amortization                                                   55.4          51.1                  161.7     149.7

    Other taxes                                                                     24.3          23.1                   77.8      71.5

    Other taxes - trackers                                                           8.0           8.2                   53.2      46.3
    ----------------------                                                           ---           ---                   ----      ----

    Total Operating Expenses                                                       296.5         281.5                  937.1     882.1
    ------------------------                                                       -----         -----                  -----     -----

    Operating Earnings (Loss)                                                       $1.0        $(0.5)                $343.6    $284.6
    ========================                                                        ====         =====                 ======    ======

    GAAP Adjustment                                                                (0.2)        (4.5)                  18.8     (5.5)
    ---------------                                                                 ----          ----                   ----      ----

    GAAP Operating Income (Loss)                                                    $0.8        $(5.0)                $362.4    $279.1
    ===========================                                                     ====         =====                 ======    ======




                                                                            Three Months Ended         Nine Months Ended

    Columbia Pipeline Group Operations                                        September 30,              September 30,
                                                                              -------------              -------------

    (in millions)                                                                   2014          2013                   2014      2013
    ------------                                                                    ----          ----                   ----      ----

    Net Revenues

    Transportation revenues                                                       $194.0        $176.4                 $597.8    $558.9

    Storage revenues                                                                49.1          48.6                  148.3     147.8

    Other revenues                                                                  74.5          57.7                  260.6     151.2
    --------------                                                                  ----          ----                  -----     -----

    Total Operating Revenues                                                       317.6         282.7                1,006.7     857.9

    Less: Cost of sales                                                                -          0.1                    0.2       0.3

    Net Revenues                                                                   317.6         282.6                1,006.5     857.6
    ------------                                                                   -----         -----                -------     -----

    Operating Expenses

    Operation and maintenance                                                      111.5          97.9                  302.0     272.4

    Operation and maintenance - trackers                                            82.9          67.3                  263.2     175.6

    Depreciation and amortization                                                   29.2          26.7                   87.7      78.9

    Gain on sale of assets                                                         (3.0)       (11.1)                (20.8)   (11.1)

    Other taxes                                                                     14.6          13.6                   50.3      46.6

    Total Operating Expenses                                                       235.2         194.4                  682.4     562.4
    ------------------------                                                       -----         -----                  -----     -----

    Equity Earnings in Unconsolidated Affiliates                                    12.0          10.5                   32.9      25.6
    --------------------------------------------                                    ----          ----                   ----      ----

    Operating Earnings                                                             $94.4         $98.7                 $357.0    $320.8
    ==================                                                             =====         =====                 ======    ======

    GAAP Adjustment                                                                    -            -                     -      0.2
    ---------------                                                                  ---          ---                            ---

    GAAP Operating Income                                                          $94.4         $98.7                 $357.0    $321.0
    =====================                                                          =====         =====                 ======    ======


                                                         NiSource Inc.

                                             Segment Operating Earnings (Non-GAAP)

                                                          (unaudited)





                                                                   Three Months Ended         Nine Months Ended

    Electric Operations                                              September 30,              September 30,
                                                                     -------------              -------------

    (in millions)                                                          2014          2013                   2014       2013
    ------------                                                           ----          ----                   ----       ----

    Net Revenues

    Sales revenues                                                       $438.0        $416.8               $1,286.1   $1,178.2

    Less: Cost of sales                                                   147.5         142.2                  474.2      408.4

    Net Revenues                                                          290.5         274.6                  811.9      769.8
    ------------                                                          -----         -----                  -----      -----

    Operating Expenses

    Operation and maintenance                                             114.0         103.8                  337.1      307.8

    Operation and maintenance - trackers                                    6.5           3.3                   18.1       15.9

    Depreciation and amortization                                          61.2          60.6                  181.0      180.5

    Depreciation and amortization - trackers                                1.2             -                   1.9        3.7

    Other taxes                                                            17.4          16.4                   49.6       47.9

    Total Operating Expenses                                              200.3         184.1                  587.7      555.8
    ------------------------                                              -----         -----                  -----      -----

    Operating Earnings                                                    $90.2         $90.5                 $224.2     $214.0
    ==================                                                    =====         =====                 ======     ======

    GAAP Adjustment                                                      (13.3)        (3.0)                 (5.5)     (1.8)
    ---------------                                                       -----          ----                   ----       ----

    GAAP Operating Income                                                 $76.9         $87.5                 $218.7     $212.2
    =====================                                                 =====         =====                 ======     ======




                                                                   Three Months Ended         Nine Months Ended

    Corporate and Other Operations                                   September 30,              September 30,
                                                                     -------------              -------------

    (in millions)                                                          2014          2013                   2014       2013
    ------------                                                           ----          ----                   ----       ----

    Operating Loss                                                       $(5.3)       $(5.0)               $(16.3)   $(13.1)
    ==============                                                        =====         =====                 ======     ======

    GAAP Adjustment                                                       (9.0)          0.2                 (10.7)       0.1
    ---------------

    GAAP Operating Loss                                                 $(14.3)       $(4.8)               $(27.0)   $(13.0)
    ===================                                                  ======         =====                 ======     ======


                                                               NiSource Inc.

                                                   Segment Volumes and Statistical Data





                              Three Months Ended         Nine Months Ended

                                 September 30,             September 30,
                                 -------------             -------------

    Gas Distribution
     Operations                               2014                       2013                  2014        2013
    ----------------                          ----                       ----                  ----        ----

    Sales and Transportation
     (MMDth)

    Residential                               15.4                       15.2                 206.9       182.0

    Commercial                                17.5                       16.2                 135.0       118.5

    Industrial                               126.2                      120.7                 384.7       367.4

    Off System                                 7.1                       15.6                  35.6        55.7

    Other                                        -                         -                (0.1)        0.4
    -----                                      ---                       ---                 ----         ---

    Total                                    166.2                      167.7                 762.1       724.0
    -----                                    -----                      -----                 -----       -----

    Weather Adjustment                           -                     (0.1)               (33.8)        0.6
    ------------------                         ---                      ----                 -----         ---

    Sales and Transportation
     Volumes -Excluding
     Weather                                 166.2                      167.6                 728.3       724.6
    ========================                 =====                      =====                 =====       =====


    Heating Degree Days                        100                         94                 4,092       3,576

    Normal Heating Degree
     Days                                       85                         85                 3,576       3,576

    % Colder than Normal                       18%                       11%                  14%         -%

    Customers

    Residential                                                                         3,035,401   3,022,289

    Commercial                                                                            276,923     276,219

    Industrial                                                                              7,512       7,488

    Other                                                                                      15          22
    -----                                                                                     ---         ---

    Total                                                                               3,319,851   3,306,018
    -----                                                                               ---------   ---------




                              Three Months Ended         Nine Months Ended

                                 September 30,             September 30,
                                 -------------             -------------

    Columbia Pipeline Group
     Operations                               2014                       2013                  2014        2013
    -----------------------                   ----                       ----                  ----        ----

    Throughput (MMDth)

    Columbia Transmission                    160.9                      158.4                 814.6       790.8

    Columbia Gulf                            143.0                      134.0                 473.3       494.0

    Crossroads Pipeline                        3.2                        4.1                  12.4        12.4

    Intrasegment eliminations               (22.1)                    (36.5)              (105.3)    (211.8)
    -------------------------                -----                      -----                ------      ------

    Total                                    285.0                      260.0               1,195.0     1,085.4
    -----                                    -----                      -----               -------     -------


                                                              NiSource Inc.

                                                  Segment Volumes and Statistical Data





                           Three Months Ended              Nine Months Ended

                             September 30,                   September 30,
                             -------------                   -------------

    Electric Operations                      2014                            2013           2014      2013
    -------------------                      ----                            ----           ----      ----

    Sales (Gigawatt Hours)

    Residential                             915.2                         1,000.5        2,604.6   2,633.7

    Commercial                            1,031.6                         1,066.1        2,932.0   2,929.9

    Industrial                            2,504.7                         2,337.2        7,567.6   6,913.1

    Wholesale                               161.4                           108.6          485.3     664.6

    Other                                    36.4                            31.3          104.7      91.5
    -----                                    ----                            ----          -----      ----

    Total                                 4,649.3                         4,543.7       13,694.2  13,232.8
    -----                                 -------                         -------       --------  --------

    Weather Adjustment                      193.7                            44.0           79.3      26.4
    ------------------                      -----                            ----           ----      ----

    Sales Volumes -
     Excluding Weather                    4,843.0                         4,587.7       13,773.5  13,259.2
    ==================                    =======                         =======       ========  ========


    Cooling Degree Days                       381                             531            657       781

    Normal Cooling Degree
     Days                                     570                             570            799       799

    % Colder than Normal                    (33)%                           (7)%         (18)%     (2)%

    Electric Customers

    Residential                                                                        401,683   401,174

    Commercial                                                                          54,383    54,267

    Industrial                                                                           2,364     2,371

    Wholesale                                                                              751       728

    Other                                                                                    4         6
    -----                                                                                  ---       ---

    Total                                                                              459,185   458,546
    -----                                                                              -------   -------


                                                                       NiSource Inc.

                                               Schedule 1 - Reconciliation of Net Operating Earnings to GAAP





                            Three Months Ended                       Nine Months Ended

                              September 30,                            September 30,
                              -------------                            -------------

    (in millions, except
     per share amounts)                       2014                                     2013                      2014      2013
    --------------------                      ----                                     ----                      ----      ----

    Net Operating Earnings
     from Continuing
     Operations (Non-GAAP)                   $45.5                                    $57.1                    $381.8    $345.2
    ----------------------                   -----                                    -----                    ------    ------

    Items excluded from
     operating earnings

    Net Revenues:

    Weather -compared to
     normal                                 (13.5)                                   (3.0)                     13.0     (2.9)

    Settlement Agreement                         -                                   (3.2)                        -    (3.2)

    Operating Expenses:

    Transaction costs                        (8.9)                                       -                    (8.9)        -

    Loss on sale of assets
     and asset impairments                   (0.1)                                   (1.1)                    (1.5)    (0.9)
    ----------------------                    ----                                     ----                      ----      ----

    Total items excluded
     from operating
     earnings                               (22.5)                                   (7.3)                      2.6     (7.0)
    --------------------                     -----                                     ----                       ---      ----

    Other Deductions:

    Tax effect of above
     items                                     8.5                                      2.8                     (1.0)      2.8

    Income taxes -rate
     change                                      -                                   (3.1)                    (7.0)    (3.1)
                                               ---                                    ----                      ----      ----

    Total items excluded
     from net operating
     earnings                               (14.0)                                   (7.6)                    (5.4)    (7.3)
    --------------------                     -----                                     ----                      ----      ----

    Reported Income from
     Continuing Operations
     -GAAP                                   $31.5                                    $49.5                    $376.4    $337.9
    ======================                   =====                                    =====                    ======    ======

    Basic Average Common
     Shares Outstanding                      315.4                                    312.8                     314.9     312.1
    ====================                     =====                                    =====                     =====     =====

    Basic Net Operating
     Earnings Per Share
     from Continuing
     Operations                              $0.14                                    $0.18                     $1.21     $1.11
    -------------------                      -----                                    -----                     -----     -----

    Items excluded from net
     operating earnings
     (after-tax)                            (0.04)                                  (0.02)                   (0.02)   (0.03)
    -----------------------                  -----                                    -----                     -----     -----

    GAAP Basic Earnings Per
     Share from Continuing
     Operations                              $0.10                                    $0.16                     $1.19     $1.08
    -----------------------                  -----                                    -----                     -----     -----


                                                                                                         NiSource Inc.

                                                                              Schedule 2 - Adjustments by Segment from Operating Earnings to GAAP

                                                                                              For the Quarter ended September 30,





                                                                                                  Columbia
                                                                                                  Pipeline
                                                                                                    Group
                                                                                                    -----

                                                            Gas                                                                                                   Corporate & Other
                                                        Distribution
                                                        ------------

    2014 (in millions)                                                      Electric                                                              Total
    -----------------                                                       --------                                                              -----

    Operating Earnings (Loss)                                          $1.0                                         $94.4                                   $90.2                      $(5.3)     $180.3

    Net Revenues:

    Weather - compared to normal                                      (0.2)                                            -                                 (13.3)                          -     (13.5)
    ----------------------------                                       ----                                           ---                                  -----                         ---      -----

    Total Impact - Net Revenues                                       (0.2)                                            -                                 (13.3)                          -     (13.5)

    Operating Expenses:

    Transaction costs                                                     -                                            -                                      -                      (8.9)      (8.9)

    Loss on sale of assets and asset impairments                          -                                            -                                      -                      (0.1)      (0.1)


    Total Impact - Operating Expenses                                     -                                            -                                      -                      (9.0)      (9.0)
    ---------------------------------                                   ---                                          ---                                    ---                       ----        ----

    Total Impact - Operating (Loss) Income                           $(0.2)                              $             -                                $(13.3)                     $(9.0)    $(22.5)
    --------------------------------------                            -----                               ---------------                                 ------                       -----      ------

    Operating Income (Loss) - GAAP                                     $0.8                                         $94.4                                   $76.9                     $(14.3)     $157.8
    ------------------------------                                     ----                                         -----                                   -----                      ------      ------




                                                                                                  Columbia
                                                                                                  Pipeline
                                                                                                    Group
                                                                                                    -----

                                                            Gas                                                                                                   Corporate & Other
                                                        Distribution
                                                        ------------

    2013 (in millions)                                                      Electric                                                              Total
    -----------------                                                       --------                                                              -----

    Operating (Loss) Earnings                                        $(0.5)                                        $98.7                                   $90.5                      $(5.0)     $183.7

    Net Revenues:

    Weather - compared to normal                                          -                                            -                                  (3.0)                          -      (3.0)

    Settlement Agreement                                              (3.2)                                            -                                      -                          -      (3.2)
    --------------------                                               ----                                           ---                                    ---                        ---       ----

    Total Impact - Net Revenues                                       (3.2)                                            -                                  (3.0)                          -      (6.2)

    Operating Expenses:

    (Loss) Gain on sale of assets and asset impairments               (1.3)                                            -                                      -                        0.2       (1.1)

    Total Impact - Operating Expenses                                 (1.3)                                            -                                      -                        0.2       (1.1)
    ---------------------------------                                  ----                                           ---                                    ---                        ---        ----

    Total Impact - Operating (Loss) Income                           $(4.5)                              $             -                                 $(3.0)                       $0.2      $(7.3)
    --------------------------------------

    Operating (Loss) Income - GAAP                                   $(5.0)                                        $98.7                                   $87.5                      $(4.8)     $176.4
    ------------------------------                                    -----                                         -----                                   -----                       -----      ------


                                                                                                         NiSource Inc.

                                                                              Schedule 2 - Adjustments by Segment from Operating Earnings to GAAP

                                                                                            For the Nine Months ended September 30,





                                                                                                  Columbia
                                                                                                  Pipeline
                                                                                                    Group
                                                                                                    -----

                                                            Gas                                                                                                 Corporate & Other
                                                        Distribution
                                                        ------------

    2014 (in millions)                                                      Electric                                                              Total
    -----------------                                                       --------                                                              -----

    Operating Earnings (Loss)                                        $343.6                                        $357.0                                $224.2                     $(16.3)   $908.5

    Net Revenues:

    Weather - compared to normal                                       18.6                                             -                                (5.6)                          -     13.0
    ----------------------------                                       ----                                           ---                                 ----                         ---     ----

    Total Impact - Net Revenues                                        18.6                                             -                                (5.6)                          -     13.0

    Operating Expenses:

    Transaction costs                                                     -                                            -                                    -                      (8.9)    (8.9)

    Gain (Loss) on sale of assets and asset impairments                 0.2                                             -                                  0.1                       (1.8)    (1.5)


    Total Impact - Operating Expenses                                   0.2                                             -                                  0.1                      (10.7)   (10.4)
    ---------------------------------                                   ---                                           ---                                  ---                       -----     -----

    Total Impact - Operating Income (Loss)                            $18.8                               $             -                               $(5.5)                    $(10.7)     $2.6
    -------------------------------------                             -----                               ---------------                                -----                      ------      ----

    Operating Income (Loss) - GAAP                                   $362.4                                        $357.0                                $218.7                     $(27.0)   $911.1
    ------------------------------                                   ------                                        ------                                ------                      ------    ------




                                                                                                  Columbia
                                                                                                  Pipeline
                                                                                                    Group
                                                                                                    -----

                                                            Gas                                                                                                 Corporate & Other
                                                        Distribution
                                                        ------------

    2013 (in millions)                                                      Electric                                                              Total
    -----------------                                                       --------                                                              -----

    Operating Earnings (Loss)                                        $284.6                                        $320.8                                $214.0                     $(13.1)   $806.3

    Net Revenues:

    Weather - compared to normal                                      (1.1)                                            -                                (1.8)                          -    (2.9)

    Settlement Agreement                                              (3.2)                                            -                                    -                          -    (3.2)
    --------------------                                               ----                                           ---                                  ---                        ---     ----

    Total Impact - Net Revenues                                       (4.3)                                            -                                (1.8)                          -    (6.1)

    Operating Expenses:

    (Loss) Gain on sale of assets and asset impairments               (1.2)                                          0.2                                     -                        0.1     (0.9)


    Total Impact - Operating Expenses                                 (1.2)                                          0.2                                     -                        0.1     (0.9)
    ---------------------------------                                  ----                                           ---                                   ---                        ---      ----

    Total Impact - Operating (Loss) Income                           $(5.5)                                         $0.2                                $(1.8)                       $0.1    $(7.0)
    --------------------------------------

    Operating Income (Loss) - GAAP                                   $279.1                                        $321.0                                $212.2                     $(13.0)   $799.3
    ------------------------------                                   ------                                        ------                                ------                      ------    ------


                                            NiSource Inc.

                                Consolidated Income Statements (GAAP)

                                             (unaudited)




                                          Three Months Ended                    Nine Months Ended

                                           September 30,                     September 30,
                                           -------------                     -------------

    (in millions, except per
     share amounts)                           2014                      2013                    2014       2013
    ------------------------                  ----                      ----                    ----       ----

    Net Revenues

    Gas Distribution                        $240.3                    $255.1                $1,878.8   $1,540.6

    Gas Transportation and
     Storage                                 381.7                     346.9                 1,350.3    1,181.9

    Electric                                 424.6                     413.4                 1,279.4    1,175.2

    Other                                     77.3                      61.4                   271.0      162.8
    -----                                     ----                      ----                   -----      -----

    Gross Revenues                         1,123.9                   1,076.8                 4,779.5    4,060.5

    Cost of Sales (excluding
     depreciation and
     amortization)                           230.5                     243.0                 1,663.5    1,268.3
    ------------------------                 -----                     -----                 -------    -------

    Total Net Revenues                       893.4                     833.8                 3,116.0    2,792.2
    ------------------                       -----                     -----                 -------    -------

    Operating Expenses

    Operation and maintenance                529.5                     468.9                 1,563.8    1,375.6

    Depreciation and
     amortization                            153.0                     144.5                   450.8      431.4

    Gain on sale of assets, net              (2.9)                    (9.8)                 (19.3)    (10.2)

    Other taxes                               68.0                      64.3                   242.5      221.7

    Total Operating Expenses                 747.6                     667.9                 2,237.8    2,018.5
    ------------------------                 -----                     -----                 -------    -------

    Equity Earnings in
     Unconsolidated Affiliates                12.0                      10.5                    32.9       25.6
    --------------------------                ----                      ----                    ----       ----

    Operating Income                         157.8                     176.4                   911.1      799.3
    ----------------                         -----                     -----                   -----      -----

    Other Income (Deductions)

    Interest expense, net                  (109.6)                  (103.7)                (327.8)   (304.3)

    Other, net                                 9.2                       4.7                    21.2       22.1
    ----------                                 ---                       ---                    ----       ----

    Total Other Deductions                 (100.4)                   (99.0)                (306.6)   (282.2)
    ----------------------                  ------                     -----                  ------     ------

    Income from Continuing
     Operations before Income
     Taxes                                    57.4                      77.4                   604.5      517.1

    Income Taxes                              25.9                      27.9                   228.1      179.2
    ------------                              ----                      ----                   -----      -----

    Income from Continuing
     Operations                               31.5                      49.5                   376.4      337.9

    (Loss) Income from
     Discontinued Operations -
     net of taxes                            (0.1)                      0.1                   (0.6)       7.5

    (Loss) Gain on Disposition
     of Discontinued Operations
     -net of taxes                               -                    (1.5)                      -      34.9
    ---------------------------

    Net Income                               $31.4                     $48.1                  $375.8     $380.3
    ----------                               -----                     -----                  ------     ------

    Basic Earnings Per Share

    Continuing operations                    $0.10                     $0.16                   $1.19      $1.08

    Discontinued operations                      -                        -                      -      0.14
    -----------------------

    Basic Earnings Per Share                 $0.10                     $0.16                   $1.19      $1.22
    ------------------------                 -----                     -----                   -----      -----

    Diluted Earnings Per Share

    Continuing operations                    $0.10                     $0.16                   $1.19      $1.08

    Discontinued operations                      -                        -                      -      0.14
    -----------------------

    Diluted Earnings Per Share               $0.10                     $0.16                   $1.19      $1.22
    --------------------------               -----                     -----                   -----      -----

    Dividends Declared Per
     Common Share                            $0.26                     $0.25                   $1.02      $0.98
    ----------------------                   -----                     -----                   -----      -----

    Basic Average Common Shares
     Outstanding                             315.4                     312.8                   314.9      312.1

    Diluted Average Common
     Shares                                  316.6                     313.8                   316.0      313.0
    ----------------------                   -----                     -----                   -----      -----



                                             NiSource Inc.

                                  Consolidated Balance Sheets (GAAP)

                                              (unaudited)




                                            September 30,               December 31,

    (in millions)                                                  2014                    2013
    ------------                                                   ----                    ----

    ASSETS

    Property, Plant and Equipment

    Utility plant                                             $24,775.7               $23,303.7

    Accumulated depreciation and
     amortization                                             (9,533.2)              (9,256.5)
    ----------------------------                               --------                --------

    Net utility plant                                          15,242.5                14,047.2
    -----------------                                          --------                --------

    Other property, at cost, less
     accumulated depreciation                                     344.0                   317.9

    Net Property, Plant and
     Equipment                                                 15,586.5                14,365.1
    -----------------------                                    --------                --------

    Investments and Other Assets

    Unconsolidated affiliates                                     443.5                   373.7

    Other investments                                             211.7                   204.0
    -----------------                                             -----                   -----

    Total Investments and Other
     Assets                                                       655.2                   577.7
    ---------------------------                                   -----                   -----

    Current Assets

    Cash and cash equivalents                                      17.7                    26.8

    Restricted cash                                                16.0                     8.0

    Accounts receivable (less
     reserve of $18.4 and $23.5,
     respectively)                                                639.3                 1,005.8

    Gas inventory                                                 513.0                   354.6

    Underrecovered gas and fuel
     costs                                                         54.7                    46.4

    Material and supplies, at
     average cost                                                 106.4                   101.2

    Electric production fuel, at
     average cost                                                  48.2                    44.6

    Exchange gas receivable                                        80.9                    70.6

    Regulatory assets                                             200.1                   142.8

    Deferred income taxes                                         231.7                   175.3

    Prepayments and other                                         103.6                   183.1

    Total Current Assets                                        2,011.6                 2,159.2
    --------------------                                        -------                 -------

    Other Assets

    Regulatory assets                                           1,440.9                 1,522.2

    Goodwill                                                    3,666.2                 3,666.2

    Intangible assets                                             267.4                   275.7

    Deferred charges and other                                     82.3                    87.8
    --------------------------                                     ----                    ----

    Total Other Assets                                          5,456.8                 5,551.9
    ------------------                                          -------                 -------

    Total Assets                                              $23,710.1               $22,653.9
    ============                                              =========               =========


                                                            NiSource Inc.

                                           Consolidated Balance Sheets (GAAP) (continued)

                                                             (unaudited)




                                                           September 30,                  December 31,

    (in millions, except share
     amounts)                                                                     2014                      2013
    --------------------------                                                    ----                      ----

    CAPITALIZATION AND LIABILITIES

    Capitalization

    Common Stockholders' Equity

    Common stock -$0.01 par value,
     400,000,000 shares authorized;
     315,597,089 and 313,675,911
     shares outstanding,
     respectively                                                                 $3.2                      $3.2

    Additional paid-in capital                                                 4,764.7                   4,690.1

    Retained earnings                                                          1,339.9                   1,285.5

    Accumulated other comprehensive
     loss                                                                       (41.6)                   (43.6)

    Treasury stock                                                              (58.9)                   (48.6)
    --------------                                                               -----                     -----

    Total Common Stockholders'
     Equity                                                                    6,007.3                   5,886.6

    Long-term debt, excluding
     amounts due within one year                                               8,397.4                   7,593.2

    Total Capitalization                                                      14,404.7                  13,479.8
    --------------------                                                      --------                  --------

    Current Liabilities

    Current portion of long-term
     debt                                                                         18.7                     542.1

    Short-term borrowings                                                      1,311.1                     698.7

    Accounts payable                                                             427.7                     619.0

    Dividends Payable                                                             82.1                         -

    Customer deposits and credits                                                257.1                     262.6

    Taxes accrued                                                                189.3                     254.8

    Interest accrued                                                              81.7                     136.4

    Overrecovered gas and fuel costs                                              21.2                      32.2

    Exchange gas payable                                                         143.1                     186.4

    Deferred revenue                                                               6.5                      18.5

    Regulatory liabilities                                                        79.9                      60.2

    Accrued liability for
     postretirement and
     postemployment benefits                                                       6.2                       6.2

    Legal and environmental                                                       15.3                      32.3

    Other accruals                                                               408.6                     329.0

    Total Current Liabilities                                                  3,048.5                   3,178.4
    -------------------------                                                  -------                   -------

    Other Liabilities and Deferred Credits

    Deferred income taxes                                                      3,540.8                   3,277.8

    Deferred investment tax credits                                               18.2                      20.9

    Deferred credits                                                             102.7                      91.9

    Deferred revenue                                                              20.9                      17.1

    Accrued liability for
     postretirement and
     postemployment benefits                                                     425.6                     527.5

    Regulatory liabilities                                                     1,675.8                   1,669.8

    Asset retirement obligations                                                 175.2                     174.4

    Other noncurrent liabilities                                                 297.7                     216.3
    ----------------------------                                                 -----                     -----

    Total Other Liabilities and
     Deferred Credits                                                          6,256.9                   5,995.7
    ---------------------------                                                -------                   -------

    Commitments and Contingencies                                                    -                        -
    -----------------------------                                                  ---                      ---

    Total Capitalization and
     Liabilities                                                             $23,710.1                 $22,653.9
    ========================                                                 =========                 =========


                                                                                               NiSource Inc.

                                                                                Statements of Consolidated Cash Flows (GAAP)

                                                                                                (unaudited)





    Nine Months Ended September 30, (in millions)                                                                                 2014       2013
    --------------------------------------------                                                                                  ----       ----

    Operating Activities

     Net Income                                                                                                                 $375.8     $380.3

     Adjustments to Reconcile Net Income to Net Cash from Continuing Operations:

    Depreciation and amortization                                                                                                450.8      431.4

    Net changes in price risk management assets and liabilities                                                                    1.9        1.9

    Deferred income taxes and investment tax credits                                                                             220.8      199.1

    Deferred revenue                                                                                                               1.9        1.6

    Stock compensation expense and 401(k) profit sharing contribution                                                             54.6       39.7

    Gain on sale of assets                                                                                                      (19.3)    (10.2)

    Income from unconsolidated affiliates                                                                                       (32.3)    (25.5)

    Gain on disposition of discontinued operations - net of taxes                                                                    -    (34.9)

    Loss (Income) from discontinued operations - net of taxes                                                                      0.6      (7.5)

    Amortization of debt related costs                                                                                             7.5        7.0

    AFUDC equity                                                                                                                (15.6)    (12.7)

     Distributions of earnings received from equity investees                                                                     27.6       19.0

     Changes in Assets and Liabilities

    Accounts receivable                                                                                                          362.6      318.4

    Income tax receivable                                                                                                          2.1      124.6

    Inventories                                                                                                                (170.8)   (103.7)

    Accounts payable                                                                                                           (218.1)   (177.7)

    Customer deposits and credits                                                                                                 70.2     (20.4)

    Taxes accrued                                                                                                               (67.7)    (68.0)

    Interest accrued                                                                                                            (54.6)    (62.1)

    (Under) Overrecovered gas and fuel costs                                                                                    (19.2)      38.1

    Exchange gas receivable/payable                                                                                             (53.6)      28.1

    Other accruals                                                                                                              (29.7)    (36.5)

    Prepayments and other current assets                                                                                          56.1       45.5

    Regulatory assets/liabilities                                                                                                 17.1       71.5

    Postretirement and postemployment benefits                                                                                 (102.5)    (95.9)

    Deferred credits                                                                                                              13.8       11.1

    Deferred charges and other noncurrent assets                                                                                   1.5       11.8

    Other noncurrent liabilities                                                                                                   6.3      (6.3)
    ----------------------------                                                                                                   ---       ----

     Net Operating Activities from Continuing Operations                                                                         887.8    1,067.7

     Net Operating Activities (used for) from Discontinued Operations                                                            (1.3)      10.9
     ----------------------------------------------------------------                                                             ----       ----

     Net Cash Flows from Operating Activities                                                                                    886.5    1,078.6
     ----------------------------------------                                                                                    -----    -------

    Investing Activities

    Capital expenditures                                                                                                     (1,441.7) (1,297.3)

    Insurance recoveries                                                                                                           6.8        6.4

    Proceeds from disposition of assets                                                                                            7.6       17.9

    Restricted cash (deposits) withdrawals                                                                                       (8.1)      28.5

    Contributions to equity investees                                                                                           (63.8)    (77.1)

    Other investing activities                                                                                                  (13.0)    (48.4)
    --------------------------                                                                                                   -----      -----

     Net Investing Activities used for Continuing Operations                                                                 (1,512.2) (1,370.0)

     Net Investing Activities from Discontinued Operations                                                                           -     118.7
     -----------------------------------------------------

     Net Cash Flows used for Investing Activities                                                                            (1,512.2) (1,251.3)
     --------------------------------------------                                                                             --------   --------

    Financing Activities

    Issuance of long-term debt                                                                                                   748.4      815.3

    Repayments of long-term debt and capital lease obligations                                                                 (517.1)   (505.2)

    Premiums and other debt related costs                                                                                            -     (3.2)

    Change in short-term borrowings, net                                                                                         612.4       43.9

    Issuance of common stock                                                                                                      22.4       36.1

    Acquisition of treasury stock                                                                                               (10.3)     (8.0)

    Dividends paid - common stock                                                                                              (239.2)   (227.6)
    -----------------------------                                                                                               ------     ------

     Net Cash Flow from Financing Activities                                                                                     616.6      151.3
     ---------------------------------------                                                                                     -----      -----

    Change in cash and cash equivalents used for continuing operations                                                           (7.8)   (151.0)

    Cash contributions (to) from discontinued operations                                                                         (1.3)     129.6

    Cash and cash equivalents at beginning of period                                                                              26.8       36.3
    ------------------------------------------------                                                                              ----       ----

    Cash and Cash Equivalents at End of Period                                                                                   $17.7      $14.9
    ==========================================                                                                                   =====      =====

SOURCE NiSource Inc.