Doug Fischer - Senior Director, IR Warner Baxter - Chairman, President and CEO Marty Lyons - EVP and CFO Maureen Borkowski - Chairman, CEO and President of ATX Michael Moehn - SVP of Customer Operations of Ameren, Missouri.

Julien Dumoulin-Smith - UBS Stephen Byrd - Morgan Stanley Steve Fleishman - Wolfe Research Paul Patterson - Glenrock Associates Brian Russo - Ladenburg Thalmann Michael Lapides - Goldman Sachs Andy Levi - Avon Capital Advisors.

Greetings, and welcome to the Ameren Corporation Fourth Quarter 2014 Earnings Call. At this time, all of the participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr.

Doug Fischer, Senior Director of Investor Relations for the Ameren Corporation. Thank you, Mr. Fischer. You may begin..

Thank you, and good morning. I'm Doug Fischer, Senior Director of Investor Relations for Ameren Corporation. On the call with me today are Warner Baxter, our Chairman, President, and Chief Executive Officer; and Marty Lyons, our Executive Vice President and Chief Financial Officer; as well as other members of the Ameren management team.

Before we begin, let me cover a few administrative details. This call is being broadcast live on the Internet, and the webcast will be available for one year on our Web site at ameren.com. Further, this call contains time-sensitive data that is accurate only as of the date of today's live broadcast, and redistribution of this broadcast is prohibited.

To assist with our call this morning, we have posted on our Web site a presentation that will be referenced by our speakers, who may use terms or acronyms that are defined in the presentation. To access this presentation, please look in the Investor section of our Web site under Webcasts and Presentations and follow the appropriate link.

Turning to Page 2 of the presentation; I need to inform you that comments made during this conference call may contain statements that are commonly referred to as forward-looking statements. Such statements include those about future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance.

We caution you that various factors could cause actual results to differ materially from those anticipated. For additional information concerning these factors, please read the Forward-looking Statements section in the news release we issued today and the Forward-looking Statements and Risk Factors sections in our filings with the SEC.

Warner will begin this call with an overview of 2014 results and our outlook for 2015 and beyond. Marty will follow with a more detailed financial and regulatory update. We will then open the call for questions.

Before Warner begins, I would like to mention that all per share amounts discussed during today's presentation, including earnings guidance are presented on a continuing operations and diluted share basis, unless otherwise noted. Now here is Warner, who will begin on Page 4 of the presentation..

Thanks, Doug, and good morning everyone, and thank you for joining us. Today, we announced 2014 earnings of $2.40 per share, within the upper end of our 2014 guidance range. This represents a 14% increase over 2013 results.

This strong earnings growth reflected increased Illinois electric delivery and FERC-regulated transmission earnings under formula ratemaking, which were driven by infrastructure investments made to better serve our customers.

The earnings comparison also benefited from increased rates for Illinois natural gas delivery, decreased interest charges, the substantial elimination of parent company costs previously allocated to the divested merchant generation business, and the absence of Missouri fuel adjusted clause-related charge taken in 2013.

Marty will discuss these and other 2014 earnings drivers in a few minutes. Turning to Page 5; last year at this time we discussed how excited we were about our strategy for investing in and growing our rate-regulated electric and gas utilities in order to provide superior value to our shareholders and customers.

Today, I'm pleased to report on our successful execution of the strategy in 2014. The first element of our strategy is to invest in and operate our utilities in a manner consistent with existing regulatory frameworks.

Towards this end, in 2014, we allocated significant amounts of discretionary capital to those businesses where investment is supported by regulatory frameworks that provide fair, predictable, and timely cost recovery. Our customers are seeing tangible results from these investment activities.

In particular, we invested more than $1 billion in our FERC-regulated transmission in Illinois electric and natural gas delivery infrastructure to better serve our customers. Ameren Transmission Company of Illinois, or ATXI began construction of the Illinois Rivers project and achieved all planned 2014 milestones.

Plan rights were obtained for approximately half of the properties along the projects route. Construction was begun on six of the 10 substations, and nearly all of the foundations on an initial line segment were completed.

In addition, Ameren Illinois installed almost 47,000 new electric and 26,000 upgraded gas meters, exceeding the first-year goal of its advanced metering infrastructure project.

Further, Ameren Missouri placed into service several key infrastructure projects by year end, including the new reactor vessel head at the Callaway Energy Center, additional environmental controls at the Labadie Energy Center, a major substation in St. Louis, and the largest investor-owned solar generation facility in the state.

These projects are already serving customers, improving reliability and providing energy from cleaner generation sources, and they're eligible for inclusion in new rates expected to be effective by early June of this year.

We also achieved notable regulatory successes last year, including a constructive outcome in our Illinois electric delivery rate case.

In this case, the Illinois Commerce Commission authorized a rate increase of $204 million, an amount that was within $1 million of our updated request demonstrated that the formula ratemaking framework is working as intended. Even with this rate increase, rates are still expected to remain below 2011 levels for most customers.

Finally, we remain relentlessly focused on operational improvement and disciplined cost management as reflected in the significant reduction in parent company costs. The second element of our strategy is to enhance regulatory frameworks and advocate for responsible energy policies.

On this front, the Illinois General Assembly overwhelmingly passed legislation extending the constructive formula-based electric delivery rate framework by two years, through the end of 2019. This legislation is now been submitted to Governor Rauner. Further, we aggressively advocated for responsible energy polices, notably in the environmental area.

In particular, we raised concerns regarding the impact on customer's rates and electric liability of the environmental protection agencies proposed Clean Power plan. But we did more than just raise concerns; we offered pragmatic solutions to address these important concerns in our comments to the EPA's proposed rules in December.

EPA is expected to finalize its rules later this year. Regarding the third element of our strategy, creating and capitalizing on opportunities for investment for the benefit of our customers and shareholders, I will highlight three areas of activity.

In October, we filed an updated integrated resource plan with the Missouri Public Service Commission outlining our ongoing transition to a cleaner and more fuel-diverse generation portfolio in a responsible fashion for the next 20 years.

This plan maximizes the use of our current coal-fire generation fleet for the benefit of our customers, while leveraging energy efficiency and investments in renewables, environmental controls, and gas-fired generation to meet future needs in an environmentally balanced manner.

And the plan also includes extending the useful life of our Callaway Nuclear Energy Center from 40 to 60 years.

Our preferred plant is also projected to achieve the ultimate carbon emission reductions proposed by the EPA in its Clean Power Plan by 2035, rather than EPA's final target date of 2013 or its aggressive interim target dates beginning in 2020.

Importantly, our plan will significantly reduce reliability issues and economic cost of the Clean Power Plan for our customer while still achieving significant carbon emission reductions.

Next, our transmission team continues to identify reliability projects that are important for customers here in our service territory, while pursuing additional competitive investment opportunities both here and beyond as we work to leverage our success as an experienced transmission developer and operator.

Finally, we will continue to move forward in executing our Illinois Modernization Action Plan or MAP. We're upgrading our electric and natural gas delivery systems. Turning now to Page 6; in summary, the successful execution of our strategy last year delivered positive results for both our customers and shareholders.

On the operating front, it was just another year of solid safety performance as well as strong electric distribution system reliability and base load energy center performance. In addition, our electric rates remained well below regional and national averages, and customer satisfaction improved.

Moving to financial performance, we delivered strong earning's growth in 2014 as I've previously mentioned. Ameren as a whole also earned a higher return on equity. Further, the Board of Directors expressed confidence in our long-term outlook by increasing our quarterly dividend, while we maintain financial strength and flexibility.

I'm pleased with the progress we made last year, and we're continuing the momentum into this year. Turning now to Page 7; we anticipate that 2015 will be another year of solid earnings growth, but results are expected to be in a range of $2.45 to $2.65 per share.

The primary growth drivers are noted on this page, and Marty will discuss them in more detail in few minutes. Turning to Page 8; here we note key areas of focus for this year as we continue to execute our strategic plan.

Our FERC-regulated transmission businesses will advance the regional, multi-value, and local reliability projects included in our 2015 through 2019 capital investment plan.

Further, our transmission team continues to pursue projects that enhance the reliability, safety, and efficiency of the grid and our service territory; in MISO and neighboring regional transmission organizations, including competitive opportunities under FERC order 1000.

In addition, we're working to obtain constructive outcomes in the complaint cases pending at the FERC that seek to reduce the base allowed return on equity for transmission owners in the MISO region, including Ameren Illinois and ATXI.

On the matter of allowed returns I'm pleased to note that effective January 6 of this year, the FERC approved our request for an ROE incentive adder about [ph] 50 basis points for both Ameren Illinois and ATXI to reflect our participation in regional transmission organization.

Moving to Illinois electric and natural gas delivery, Ameren Illinois will carry on investing in infrastructure improvements under its Modernization Action Plan, which is designed to extend through 2021.

This plan includes the installation of approximately 780,000 advanced electric meters and the upgrading of approximately 470,000 gas meters by the end of 2019, including approximately 140,000 electric and 73,000 gas meters this year.

To support the execution of our modernization plan, we're working to ensure that legislation extending electric formula ratemaking through 2019, which I already discussed, becomes law.

Regarding Illinois natural gas delivery service, last month we filed a request with the Illinois Commerce Commission for an increase in rates to be effective at the beginning of 2016. In Illinois, we were able to use a forward test year to establish rates in our gas business in order to mitigate regulatory line.

Successfully advancing this request through the regulatory process will be a key area focus this year. In addition, we began using the Illinois gas infrastructure rider last month.

This rider facilitation needed projects to upgrade aging infrastructure, which will improve the reliability and safety for our customers, while providing timely recovery of returns on our investments. Moving now to our Missouri business, we're working diligently to achieve a constructive outcome in our pending electric rate case.

As we reported in our form 8-K file last Friday, we learned of an inadvertent disclosure of settlement offer exchanges among Ameren Missouri, Missouri Public Service Commission staff and interveners in the pending electric rate case.

The disclosure arouse as a result of the distribution of an incorrect direct email list that included individuals not authorized to receive confidential settlement proposals. The email list was corrected immediately upon the discovery of the error and appropriate actions were promptly taken under regulation FD.

Further settlement negotiations have been and will continue to be private among the appropriate parties. As you know, the hearings in this case commenced on Monday of this week; Marty will provide you with some more information on this case in a moment. Modernizing Missouri's regulatory framework also remains a high priority.

We're seeking a framework that we reduces regulatory lag and supports increased investment to upgrade the state's aging electric infrastructure. Toward that end, we continue to educate key Missouri stakeholders, including the several freshmen legislators and advocate the legislation that wouldn't prove a regulatory framework to support investment.

Legislation has been filed in the Missouri Senate and House of Representatives that is consistent with legislation powered in 2014. It is simply premature at this point to speculate whether this legislation will move forward and be enactive.

As we have stated in the past, the execution of our plan is not contingent on the passes of legislation of Missouri. Having said that, we strongly believe a modernized framework to support investment to replace aging infrastructure is clearly in the best long-term interest of our customers and the State of Missouri.

Speaking of modern, constructive regulatory frameworks, we have asked the Missouri Public Service Commission to approve a new energy efficiency plan and a Missouri energy efficiency investment act, MEEIA. This plan will begin in 2016 and continue through 2018 and will follow on the heels of our successful current energy efficiency plan.

We expect to receive a decision on this request later this year. Earlier I discussed our advocacy for responsible energy policies related to the proposed EPA carbon emission rules. We do so because we simply believe it is the right thing to do for our customers, our country, the environment and our shareholders.

And to be clear, so the EPA's final regulations withstand legal challenges that we'll certainly face and ultimately require us to reduce our carbon emissions in manner different from our current plan. We expect that our prudent investments to comply with these regulations will be fairly treated by our regulators as they have been in the past.

Finally, we will continue our ongoing efforts to relentlessly improve operating performance including discipline in cost management. Moving on to page 9; our long-term total return outlook, the year ago we laid out of comprehensive plan to grow earnings over the five year period in the end 2018.

Today, we're pleased we affirmed that outlook as we continue to expect earnings per share to grow at a 7% to 10% compound annual rate from 2013 to 2018. Like last year, this earnings growth outlook accommodates a range of treasury rates, sales growth, spending levels and regulatory developments.

With that said, our earnings growth outlook is primarily driven by strong rate based growth. Looking to the five year period 2014 to 2019, we expect rate based grow at a solid 6% compound annual rate. We have a strong pipeline of investment that will bring superior value to our customers and shareholders over the next five years and beyond.

Those investments include strengthening our electric distribution system and installing electric and gas smart meters consistent with the 10-year Illinois Modernization Action Plan.

In addition, we will make meaningful investments in our Illinois gas business, upgrading metering equipment's but also replacing and modernizing certain mains, lines and controls to ensure safety and reliability. We will also execute on a extensive list of local transmission liability projects while competing for FERC order 1000 projects.

And in Missouri we will make disciplined investments to replace aging transmission and distribution infrastructure while continuing our transmission to a clearer more diverse generation portfolio in a responsible fashion.

These will include investments necessary to maintain a reliability of and add further environmental controls too our existing coal-fired energy centers. We'll also include the addition of renewable resources. Looking ahead, we will also remain focused on our dividend, as we recognized the importance of our dividend threshold.

The action of our Board of Directors took to increase the dividend last October was indicative of this as well as the confidence we have in our long-term outlook of our regulated utility businesses. We continue to expect our dividend payout ratio range between 55% and 70% of annual earnings.

Of course, future dividend increases will be based on consideration of, among other things, earnings growth, cash flows, and economic and other business conditions. And as I stated a moment ago, we are focused on delivering strong earnings growth as we execute our well-defined strategic plan.

In closing, we're successfully executing our strategy across the board. And I'm firmly convinced that continuing to do so will deliver superior value to both our customers and our shareholders. Again, thank you all for joining us on today's call. And now I'll turn the call to Mary.

Marty?.

Thanks, Warner. Turning now to Page 11 of our presentation; as Warner noted, today, we reported earnings of $2.40 per share for 2014compared to $2.10 per share for 2013. Key drivers of this increase are listed on this page.

Factors favorably affecting the earnings comparison included increased Illinois electric delivery and FERC-regulated transmission earning totaling a $0.11 per share. And I will note that this amount is net of a reserve for a potential reduction in the allowed return on equity for our FERC-regulated transmission businesses.

The reserves stems from the pending compliant cases at FERC which have the potential to reduce the current 12.38% base allowed ROE for these services. A reserve calculation assumed the FERC we use the methodology similar to that used in this 2014 order for ISO New England.

Further this reserve reflected an ROE reduction retroactive to November 2013 when the initial compliant case was filed. Other factors positively affecting the comparison of 2014 earnings to prior year results included increased rates for Illinois natural gas delivery service effective January 2014 as well as decreased interest charges.

A latter reflected the May 2014 maturity of high coupon parent company notes which was funded with lower cost short term debt. Interest charges also declined as a result of a December 2014 Illinois regulatory decision allowing recovery of the majority of the debt redemption cost initially disallowed in charge to earnings in 2013.

I addition the absence of the 2013 charge related to Missouri FAC treatment of certain prior period wholesale sales had a positive impact on the earnings comparison. Finally, temperatures had a estimated $0.01 per share positive effect on earnings compared to 2013 of a colder winter in early 2014 was largely offset by a milder summer.

Factors having negative effects on the earnings comparison included increased depreciation and amortization expenses and the higher effective income tax rates. In addition operations and maintenance cost not subject to formulate a great making riders or trackers increased year-over-year.

Well, such operations and maintenance expenses increased that are utilities as a result to our efforts to improve service to our customers, these increases were partially offset by lower parent company cost reflecting the substantial elimination of business and administrative cost previously incurred to support the domestic merchant generation business.

Before I conclude my discussion of 2014 earnings, I'd like to touch on electric sales results for the year. We estimate the weather normalized kilowatt hour sales to residential and commercial customers increased nearly 1% in Illinois, but they declined by nearly 1% in Missouri.

However, we calculate that these sales would have increased about 1.5% in Missouri excluding the effect of our energy efficiency programs. In Missouri the earning impact reduced electric sales volumes resulting from our energy efficiency programs as mitigated by revenue recovery under the State Energy Efficiency Investment Act.

Kilowatt hour sales to industrial customers in Illinois and Missouri declined combined 1.5%. However, in Missouri such sales would have increased if not for a late year decline in sales to Noranda aluminum, Ameren Missouri's largest customer.

Kilowatt hour sales to Noranda declined because of operational issues at their plant, which they have characterized as temporary. Turning to Page 12; I will now briefly update you on select matters pending before our state and federal regulators.

In Missouri, the focus is on our pending request for an increase in electric rates to recover higher net energy cost and to recover into a fair return on infrastructure investments made for the benefit of our customers. The request also reflects increased taxes, rebates paid for customer installed solar generation and other costs.

Our rate increase request is now been updated for troupe items agreed to by parties to the case, rate base, capital structure and certain revenue in expense items have been trued up through year end 2014. And net energy cost and par roll cost have been trued up through January 1 2015.

In addition we reached a partial settlement with the staff of the Missouri Public Service Commission and center interveners on certain revenue requirement issues and filed it with the commissions on Monday.

Reflecting the true-up and the settlement our updated rate increase request is approximately $190 million annually, comprised of approximately $100 million for increased net energy cost and approximately 90 million for other cost including our reflected return on equity.

This updated request incorporates electric service rate base of approximately $7 billion a reduction from the $7.3 billion contemplated in our initial filing primarily due to the extension of bonus depreciation through 2014. Hearings before the Missouri Public Service Commission began on Monday and are scheduled to continue for a few weeks.

A decision from the Missouri Public Service Commission is expected by May with new rates expected to be effective by early June. More details on this case are provided in the appendix to today's presentation.

Moving to regulatory matter pending at the Illinois Commerce Commission, Warner mentioned that we filed a request for an annual increase in natural gas delivery rates of $53 million last month.

This case is based on a future tax year ending in December 2016 and includes the request for decoupling mechanism that would permit us to collect our authorized revenue requirement from residential, small non-residential customers independent of sales volume fluctuations.

We expect the Illinois Commerce Commission to issue a decision in this case by December with new rates effective by January of next year. A summary of this filing is also included in the appendix to today's presentation.

Finally, the previously mentioned compliant cases seeking to reduce the allowed ROE from MISO transmission owners including Ameren Illinois and ATXI are pending at the FERC. Last month the FERC established a schedule for the initial case.

This schedule calls for hearings to begin august 17 within an initial order from an Administrative Law Judge expected by the end of November of this year and a final order from FERC expected next year.

And please to note that the FERC approved affective January 6 of this year our request for an ROE incentive adder of up to 50 basis points for both Ameren Illinois and ATXI to reflect their participation in a regional transmission organization. Collection of this adder will be deferred until the ROE complaint cases are resolved.

Moving to page 13 of our presentation, next I'd like to discuss our 2015 earnings guidance. As Warner stated we anticipate that 2015 will be another year of solid earnings growth with per share results anticipated to be in a range $2.45 to $2.65 per share.

This expected growth is largely driven by the increases in FERC-regulated transmission and Illinois electric delivery rate base noted on this page. Like 2014 results, our projected 2015 electric transmission earnings include a reserve for a potential reduction in the current MISO base allowed ROE.

And also incorporate the 50 basis point ROE adder effective January 6. Further our expected Illinois electric delivery earnings incorporate a formula-based ROE of 8.8% using a forecast of 3.0% for the 2015 average 30 year treasury by yield.

Our 2015 Illinois electric delivery guidance also reflects the absence of a $0.03 per share 2014 benefit from a regulatory decision allowing recovery of the majority of previously disallowed debt redemption costs.

Looking at Ameren Missouri, projected 2015 earnings will benefit from the absence this year of a nuclear refueling and maintenance outage at the Callaway Energy Center. Such outages typically occur every 18 months, and the next one is scheduled for the spring of 2016.

In addition, new higher Missouri electric delivery rates are expected to become effective in early June.

Until these new rates are effective, Missouri earnings will be negatively affected by regulatory lags, reflecting the absence of our turn it off and on investments and projects completed since our last rate case, including the major projects that entered service late last year.

Before I leave the discussion of 2015 expectations for our Illinois and Missouri utilities, I would like to mention our sales outlook and temperature effects. Up to the right on page 13, you see that a return to normal temperatures in 2015 would reduce Ameren's earnings by an estimated $0.03 per share compared to 2014.

Further, we expect weather normalized kilowatt hour sales to residential and commercial customers to decrease by approximately one half of 1% compared to last year. The higher sales to commercial customers more than offset by lower sales to residential customers as a result of our energy efficiency programs.

Net of the effects of Missouri's energy efficiency programs, we expect Ameren-wide kilowatt hour sales to residential and commercial customers to be roughly flat.

Turning to industrial customers, kilowatt hour sale to this group are expected to increase approximately 2.5% compared to last year with a larger part of that growth expected to come in Illinois.

As I previously mentioned, the earnings effect have reduced Missouri electric sales volumes due to our energy efficiency programs is mitigated under our MEEIA plan. Further, the earnings impacted kilowatt hour sales, fluctuations in Illinois is limited by the 50 basis point color around the allowed ROE for our delivery service business.

Before moving to Page 14, I do want to highlight that we recognized that investors are interested in understanding the sensitivity of our earnings outlook to changes in our allowed ROEs given our formulae at rake making and pending rake cases.

Therefore on this page we have provided estimates of 2015 earnings per share sensitivities associated with hypothetical changes in allowed ROEs. Moving into Page 14; parent and other costs are expected to decline as a result of a full year of interest cost savings related to the previously mentioned May 2014 maturity of high cost parent company debt.

We also forecast our 2015 effective income tax rates will be about 38% a decrease of approximately one percentage point from the 2014 effective rate. Finally, this earnings guidance incorporates average basic common shares outstanding of 242.6 million unchanged from the prior year level.

Continued on Page 15, for 2015 we anticipate negative free cash flow of approximately $500 million. On the right side of this page, we provide a breakdown of our $1.96 billion of planned 2015 capital expenditures.

We plan to fund this year's negative free cash flow and debt maturities with a mix of long and short term borrowings including expected long-term debt issuances of $500 million. Turning to Page 16 of this presentation, here we provide an overview of our $8.9 billion of planned regulated capital expenditures for the 2015 through 2019 period.

The expected funding sources for these infrastructure investments are listed on this page. In particular, we expect to benefit from approximately $1.1 billion to $1.2 billion of income tax deferrals and tax assets over this period. The expected changes in deferred taxes are driven primarily by our planned capital expenditures.

The tax assets include approximately $715 million of Federal and State net operating loss carry forwards, Federal and State income tax credit carry forwards, and expected income tax refunds and tax over payments at year end 2014. Approximately $440 million of these tax assets are at the parent company and are not currently earning a return.

These tax assets are expected to be realized into 2017. As I previously mentioned, we do not expect to issue any additional common shares in 2015. Further we do not plan to issue additional common shares via public offering through 2019.

Should we decide to issue additional equity at some point over this five-year period, we would expect to do so by issuing new shares through our dividend reinvestment in 401K plans.

We remain committed to funding our capital expenditures in a manner that maintains solid credit metrics, and this is reflected in our capitalization target of around 50% equity.

Moving to Page 17; we plan to invest a substantial $2.3 billion in FERC-regulated projects over the five years ending in 2019 with $1.3 billion of this at ATXI and the remaining $1 billion at Ameren Illinois.

Here, we provide an updated cost estimate for the Illinois Rivers project incorporating the final route approved by the Illinois Commerce Commission. The updated cost estimate for ATXIs investment in the project is $1.3 billion compared to our prior estimate of $1.1 billion.

In addition, Ameren Illinois is building parts of the project that connects its transmission system to ATXIs portion of Illinois Rivers at multiple points. These expenditures as well as local reliability and expansion investments for which there continues to be in need are included in Ameren Illinois five-year spending plan.

The entire Illinois Rivers project represents an estimated investment of $1.4 billion. I'm pleased to report that the project is progressing as planned and we continue to expect the first section to be completed 2016 with the last section slated for completion in 2019. Now turning to Page 18; I will summarize.

We delivered strong 14% earnings per share growth in 2014 and are successfully executing our strategy. As a result we expect to again deliver solid earnings growth in 2015 compared to 2014. We also reaffirm that earnings per share are expected to grow at a strong 7% to 10% compound annual rate from 2013 through 2018.

Of course, long-term earnings growth is driven by investment utility infrastructure for the benefit of our customers. We expect 6% compound annual rate based growth over the five-year period of 2014 through 2019 based on a transparent mix of needed transmission, distribution, and generation investments across multiple regulatory jurisdictions.

We believe that highly visible growth is outstanding as compared to what appears finally Ameren $1.64 per share annualized dividend rate provides investors with a current yield of approximately 3.8%.

In our view this expected earnings and rate based growth coupled with our dividend yield add up to a very attractive total return on proposition for investors. That concludes our prepared remarks. We now invite your questions..

Thank you. [Operator Instructions] Our first question today comes from the line of Julien Dumoulin-Smith with UBS. Go ahead with your question, please..

Hi, good morning.

Can you hear me?.

Yes, Julien, this is Marty. You're a bit weak, please do speak up..

All right, indeed; excellent.

So perhaps the first quick question on the CAGR, if you will, just why not roll forward and have a consistent rate-based EPS CAGR; anything in particular as you think about earnings in '19 or was this just kind of a fluke?.

Well, I would not call that a fluke. Now look, we felt it would be good to continue to provide updates to the guidance that we provided last year. We put a stake in the ground that we expected to grow earnings in 7% to 10% from '13 to '18. And I think it's certainly important that we continue to let you know where we track against that.

So as I said on the call, longer term we really believe that growth in this business is driven by a rate-based growth and longer term, certainly plan to provide in the rate-based growth outlook that we've provided. So we think that's a good basis going forward to continue to provide longer term outlook..

Okay, fair enough.

Moving on to some of the details here, as you think about gas, and specifically the new rider, is there a kind of a full year contribution here in '15 or should we think about this somewhat lagged in the '16 as kind of the benefits fully accrue?.

Again, you're talking about the gas business in Illinois, the rider we're using there?.

Yes..

Really the benefit should be primarily realized this year as we utilize that rider. There is a very small lag associated with that rider. It's only a couple of months. So the benefits really realized beginning in 2015 and using that rider..

Great, and then a little nitpicky here; but why the reserve now on the ROE for the transmission side, what triggered that, I suppose, if I can ask?.

Yes, what really triggered that is as we looked at we certainly study the orders that FERC has given, not only in ISO New England, but with other companies that come before them.

There was a December order that FERC issued relative to another company, which we believe gave better clarification as to how the FERC is going to think about computing the ROEs for the various refund periods that exist with respect to these complaint filings.

So using the ISO New England as well as the guidance provided at the FERC order, we felt that we could reasonably estimate a reserve to book, thought it was prudent to do so, prudent to get that reserve booked and behind us, and so therefore we've done that.

You didn't ask specifically about the amount, but I can tell you that the reserve that we recorded get you to an ROE about at the same place that the FERC landed in the ISO New England order..

Got you, excellent. Well, I'll get back in the queue. Thank you..

Our next question comes from the line of Stephen Byrd with Morgan Stanley. Go head with your question, please..

Good morning..

Good morning, Stephen..

I wanted to just talk about the resource plan and EPA regulation [ph].

Assuming that later this year we do receive a plan that looks a lot like the draft plan that we received, could you talk a little bit about how you think and your constituents think about the timing for actually executing the plan? There's always litigation around big plans such as this from the EPA, but curious in the face of that, do you see a need and a desire to try to at least start to move forward with your plan, to move towards compliance? Or would there be a delay before moving forward, given the litigation? How do you think about that?.

Stephen, this is Warner.

Of course if the EPA issues a Clean Power Plan, which is identical to what the rules are as they've even proposed today, of course, we will move forward to be in compliance with that plan recognizing as you rightly pointed out there will be litigation we believe surrounding this plan for several years, which is as you probably know one of the issues that not just we, but many in the industry have raised.

But we will do our best to drop rate under that, but as we've raised that to others, we have concerns with not just the economic impacts, but I think what you're starting to see in these hearings at the Federal Energy Regulatory Commission are conducting, there are real concerns about reliability risks, significant concerns.

So we're hopeful that the EPA is listening very carefully to the concerns that we're raising, those concerns that are being raised in the industry, but also by those that are experts in the industry to ensure the reliability, and frankly those outside of the industry.

So we're hopeful that the EPA and listening to that will make modifications that will make it acceptable if that will ultimately withstand the legal challenges..

Great, that's helpful; and just switching over to transmission, just curious as you think about integrating other utilities in. I'm thinking about Entergy, but more broadly, additional transmission planning.

It looks like you're prosecuting well on existing projects, but maybe just at a high level, if you could speak to potential for additional transmission spend?.

As we planned out during the call, this is Warner again; no, we think that the opportunities are really twofold. Number one, well we've talked a lot about the FERC 1000 projects, we sit there, sit among the seams [ph] of SPP, we have opportunities within MISO especially with the addition of Entergy and of course within the seams of PJM.

And because of all of those, we believe that there continue to be robust opportunities for us to make proposals and combine that with our operating experience and our knowledge of the system, we believe we have a very good opportunity to enhance our transmission spend and investment because of those. I wouldn't stop there.

We've taken a hard look [technical difficulty] and we continue to do so in terms of just local reliability projects to continue to improve the system for our customers here within both Missouri and Illinois, as well as in opportunities that would enhance just within MISO.

So, Stephen, I see that with -- putting those things combined, we see meaningful investment opportunities in the transmission business, and especially, that's fruitful when you have a framework which is supportive of investment in transmission..

Great. Thank you so much..

Our next question comes from the line of Steve Fleishman with Wolfe Research. Go ahead with your question, please..

Yes. Hi, good morning guys..

Hi, Steve..

I had a couple specific questions related to your ROE and interest rate assumptions. So first on the Illinois business, it looks like in '15 you're using a 3%, 30-year. So if you assumed it stayed flat through 2018, I assume your core base is off like the four curves for the 30-year or something? Is that how you….

Yes. When we do our planning, certainly we look to blue chip estimates of economists that are out there in terms of where they see the interest rates going, which is where we get the 3% honestly is looking at consensus forecast for interest rates for 2015, and then they obviously project out beyond them..

But if you stayed at 3% over your five-year growth period, you'd still be within your range but at the lower end maybe or lower half? Is that what you're saying?.

Yes. Fair question, Steve. The answer to that is yes. I mean if you took the ROEs that are embedded in our guidance this year for 2015, and you held those constant out through 2018, we project that we would be within that 7% to 10% range as you mentioned, albeit at the lower end of the range perhaps, but clearly within the range..

Okay. And then a little more explicitly on the FERC transmission ROE aspect and the reserve you're taking and assumption. So you mentioned you're using the FERC New England methodology, and it happens to come up with roughly a similar actual number range.

Is that what clarifies -- is that what you said?.

Yes, Steve, that's right. I think that obviously we've got an ongoing case.

We don't think that we want to get into the details of the computation, and we will let our testimony in that case speak for itself over time, but I didn't want to give some sense for the accounting reserve that we booked, and I would tell you that the reserve we booked reflects in ROE similar to the outcome of that ISO New England case..

Okay, and then how about in terms of the incentive aspects? So you're adding the 50 BPs adder, but you're also including the similar incentive cap that was in that case?.

I would say that, Steve, so for the historical [technical difficulty] 2014 back to late 2013, we didn't reflect any kind of an adder, any kind of 50 basis point adder.

Going forward, however, in '15, what has been embedded in our guidance is I would say take that -- approximately take that ISO New England outcome, add 50 basis point adder, and that's about what we get reflected in our guidance for 2015..

Okay, and just to sum up on all of this, if you, on the FERC transmission business and ROEs, as you go through the period, if you're assuming higher interest rates, as you are in Illinois, do you assume you go back into FERC and seek higher ROEs? Or do you assume it stays at this reduced level that you're reserving at?.

Steve, over time we will have to assess that. We will have to see how these cases come out and then assess through time how we will go about updating FERC ROEs [technical difficulty]. So I don't want to get into exactly what we got embedded in our 7% to 10% growth in our own plan going forward for FERC.

As I mentioned if you took the current ROEs, embed in our 2015 guidance and held them constant through 2018 without any change, you would stay within that 7% to 10%.

You would have to believe, I guess what I would agree with you on is that over time if we see cost of capital rising, if we believe it's prudent to adjust the ROEs upward, we certainly take action and pursue that with the FERC..

Okay, great. Thank you, I appreciate, I just want to make sure I understood those aspects. So I appreciate going through all of it..

Yes, absolutely..

Our next question comes from the line of Paul Patterson with Glenrock Associates. Go ahead with your question, please..

Hi. I just want to touch basically on just to clarify exactly what was sort of settled on Monday in Missouri, and what was left out; you guys are asking for 180 million, you broke out the components of that pretty well.

I'm just trying to get senses to what was settled and what wasn't settled in the case if you could just elaborate a little further on that on Monday, the non-unanimous settlement that you guys filed?.

Sure. Paul, this is Michael Moehn. In terms of what was settled and it is public and so you can get the stipulation agreement. There were a lot of issues of payroll and incentive compensation, advertising board fees, and….

I guess what I was wondering is what's not settled, I guess, or what's -- if you followed what I'm saying, what's still contested that you guys has left open? Do you follow me?.

Yes. So the large issues that are obviously return on equity, we have some tax issue, that are open today, obviously the trackers, the FAC, the office of public counsels proposing to renew that track or change the sharing percentage. Staff is proposing to remove the storm tracker.

There are some meaningful depreciation issues that are still open today, and there are few amortization issues that are at risk as well..

So the bid on the ask between staff and you, do we have an updated number on that?.

No, Paul, we don't have, really I can't say a good point estimate for where the staff is today. We did put sort of baking the ground in terms of our own [technical difficulty] which is obviously we know our own position, which is in the back you will see $190 million, $100 million of that's net energy costs, about $90 of its other costs.

I can tell you that [technical difficulty] the original case that we filed to the case that we have today, our non-fuel ask is down about 45 million. That's probably 25 million to 30 million due to lower rate base primarily bonus depreciation.

The other 15 million to 20 million due to updates of pension, post-retirement, medical, and active medical, so lot of those costs will actually go through rider and trackers, but it gives you a little bit of a sense for how our position move from the original position to where we are today.

Michael provided you some of the color on some of positions that the other parties have taken. We've provided an overview or summary of that in our materials as well in the appendix. [Technical difficulty] as I sit here today an exact bid ask spread..

Okay, and then you mentioned the seams opportunity that you guys have, which makes a lot of sense. But as you know, there's also a proceeding or a couple -- well I guess a generalized, generic proceeding with respect to MISO PJM on capacity transfer and day ahead and a whole variety of other things.

And although it's been moving slowly, in some respects, it's moving. It appears to be at least.

And FERC has recently put out an order and stuff on it, and I'm just wondering do you think -- do you have any perspective on that? And could that impact your transmission opportunities, depending on how that unfolds? Or are those transmission opportunities there, pretty much regardless of what happens with this generic PJM MISO seams proceeding….

Yes, Paul.

I'm sorry, I didn't mean to interrupt you Paul, anything else?.

No, no. That's what I want to talk..

I appreciate that.

Maureen Borkowski, who is the President of our Transmission Organization [ph], she will probably touch on some more of the details around those current proceedings, so Maureen?.

Yes, this is Maureen. Hi, Paul. I think you are correct that certainly the thing that go on in that capacity and the resource adequacy marketplace do affect the opportunities and the transmission business.

Obviously we've been continuing to be active participants in PJM solicitations for internal projects, but also if you continue to look at any kinds of cross-border transmissions projects between MISO and PJM, that would improve power transfers, both energy and capacity. So I think you are right on that there are definitely opportunities there..

Okay, and then just on the Missouri legislation, where do we stand on that and how does it look vis-a-vis last year's efforts?.

Yes. Again, Paul, this is Michael Moehn. As Warner said, I mean it is similar legislation. The Senate Bill 310 and House Bill 925 are very similar to last year. I think we are early in the session, so it's difficult to speculate sort of the outcome.

We are spending a lot of time with various stakeholders, again, explaining, there are lot of freshmen legislators there, explaining the importance of this legislation, the need to modernize the regulatory framework to get working on the aging infrastructure issue.

And we are certainly mindful that all of the utilities in Missouri are in for rate cases, and so this is a factor that we have to be aware of, but as we said in the past we're going to continue to pursue this, and be relentless about trying to get it across the finish line, but I think it's probably a bit premature to speculate the outcome..

Okay, anything specifically different than last couple of years, basically that we should be thinking about?.

I'm sorry..

Anything specifically different than couple of years, I mean you guys made these efforts before; is there anything in the environment that you might want to point to as being perhaps more constructive for you to get this?.

I think the environment is really about the same at this point. I think there is probably better understanding of the issue today as we continue to spend more and more with folks about how seriously the structure issue is and trying to address it. But beyond that, the environment is very similar..

Okay..

I'll add one other thing, Paul, which I think is helpful is we are certainly in the conversations that we had in Missouri.

We point to the success that we continue to have with constructive legislation in Illinois, not how it's only improving the liability, not only how Richard and the Illinois team continue to hit their metrics, but also how they are creating jobs.

So all of things are right across the river, and those are important conversations that we continue to point out, because we see that as really the opportunity [technical difficulty] to do something in the future. So we got a [technical difficulty] we think that is another important aspect of our conversation today..

Excellent. Thanks a lot, guys..

Sure..

Our next question comes from the line of Brian Russo with Ladenburg Thalmann. Go ahead with your question, please..

Hi, good morning..

Good morning..

You mentioned the 3%, 30-year Treasury rate assumption in the 2015 guidance.

Could you just remind us, I assume that's at the midpoint of your guidance, but if interest rates were to change, say 25 basis points relative to that 3% assumption, what's the EPS impact?.

Fair again, 25 basis points, probably a penny and penny and half.

We actually did provide a sensitivity, when you take a look at Slide 13, some kind of small print, I recognize, but in the Illinois -- Ameren Illinois electric delivery section, we note that a 50 basis point move in EPS, [technical difficulty] about 2.5 cents, so obviously 25 [technical difficulty] half of that..

Okay, got it..

Pretty small in the grand scheme of the earnings guidance for this year..

Right, and if we were to use 2014 actual EPS or weather-normalized EPS as a base, would your EPS CAGR be more of like 6% to 9.5% versus 7% to 10% off the 2013 base?.

Oh, you are talking about -- what year do you want to measure for '14 looking out to '18..

Correct..

Yes. So, last year somebody had asked, "Hey, what's the growth rate off of '14?" And we replied 6 to 9.50. At that time, when you look at our '14 guidance with midpoint was 235. The weather normalized results for 2014, they're $2.37. So that's 69.5 numbers and it still holds.

Basically 69.5 of a '14 out through '18 is a CAGR, is equivalent to the 7 to 10 off of '13..

Okay, great, and it seems like you mentioned the $300 million less rate base in the Missouri operations. But it looks like your CapEx in 2015 is higher, is like -- and you reiterated the 6% rate-base CAGRs.

When we look to 2018 and 2019, do you still fall in the same spot you previously were?.

You raised a good point. When you look at CapEx for this past year, we really came in right where [technical difficulty] at we would. We forecasted to be it about 1.850 billion finish the year, nearly 1.8 billion. So it's pretty much on top of where we'd expect it.

We're expecting a little bit of an uptick in 2015 in terms of capital expenditure up about another 175 million as we reported on the call to about 1.960 billion. And that level is little bit of an uptick mainly due to [technical difficulty] timing of our projects.

But if also you take a look at the slide 16 that we provided where we lay out our expected capital expenditure over the five year period, we're projecting $8.9 billion of regulated infrastructure investment over this period and that's actually up over the prior year five-year period.

So we back in last year we'd said '14 through '18 was going to be about 8.3 billion. Now we've moved up to 8.9. We have added about $600 million of the overall capital expenditure the five-year to this five-year plan as compared to the old one.

So we have added expenditures, we've added expenditures that we translated to rate based growth in amount of is roughly doubled what we see as the negative impact of bonus depreciations. We're more than [technical difficulty] with identified additional projects to invest in for the benefit of our customers.

On Slide 9 that's where we actually show then our expected rate base growth and basically [Technical difficulty] rate base 6% from '14 to '19. That's a very similar rate to what we had before for 2013 to 2018.

But you can see because of that added capital expenditures over the five-year period that the ending rate base of projected rate base 15.5 [technical difficulty] about 9% more than what we had last year [technical difficulty] at the end of '18. And one should not assume either that the CapEx that we added has backend loaded.

It's really been added throughout the period of an ultimately [technical difficulty]rate base number at the end of '19 was just about 9% higher than what we had then projecting for '18..

Okay, great that's very helpful. And then just lastly, you mentioned reg lag in Missouri impacted 2014 results in that jurisdiction.

Is it possible to quantify what your earned ROE was in Missouri in '14?.

When you get the 10K, I think you can calculate it may be able to calculate of stats page. We earned pretty close of slightly below the allowed ROE in Missouri. What we're really talking about lag and the call though was more about '15.

We put a number of projects and service at the end of 2014, those begin to be depreciated and we no longer capitalize in return on those. So [technical difficulty] early '15 we do experience a lag until we can get the rates reset to our reflect recovery of those costs and rates that reflects an appropriate return on those investments.

That's the lag I think we're really [technical difficulty]..

Is it possible to quantify that lag in terms of basis points of the allowed?.

No, I don't have that foray. It's basically we will have that lag for the first five or so months of the year but don't have an exact quantification of that..

Okay, thank you very much..

For 2014, we do file these surveillance reports with the Missouri Public Service Commission and we earned 9.71 in 2014 in Missouri..

Good, thank you..

Our next question comes from the line of Michael Lapides with Goldman Sachs. Go ahead with your question, please..

Hey guys, congrats on a good 2014 and thank you for taking my questions.

One small one; what do you assume in guidance for costs at the holding Company or parent level?.

Yes, sure. Good. Michael, good morning by the way; this is Marty. Good question. So last year we had guided that I guess in 2013, we'd had about $0.18 or so of parent other cost. We had projected to drive those down in '14, which we were successful of doing. We said to $0.10 below which is where we ended up including I'd say the effects of dilution.

We probably had about $0.09 of drag and we expect that we will be able to reduce that further in 2015. Of course you know that we get the full year benefit of that maturity at their parent company where we had the high cost stat. so we do expect another $0.04 or so of interest savings.

So expect to drive that number down to maybe about $0.05 depending upon taxes and things like that, maybe even a hair lower. But we're expecting $0.05 or little bit under in terms of parent company drag in 2015..

Got it, and when thinking longer term in Illinois, do you think there is a -- whether it's legislative or whether it's done via the regulatory process, there is a transformative-like investment opportunity on the gas delivery side, like what's happened on the electric delivery side for both you and Commonwealth Edison in Illinois in terms of the legislation that was passed a few years ago and what it did to both capital spending, rate-based growth, investment in the system, employment, et cetera..

I don't know, Michael whether there's anything more transformative. I think when you look at the gas business in Illinois, we've already ramped up some investment there because we do see that as constructive environment as it exist today.

As you know we have the ability to use forward looking tax years for our gas rates and the rate case that we have pending today as we mentioned on the call looks out to 2016 uses 2016 projects cost and rate base we think that's constructive.

And then we began to be able to use basically a rider for qualifying infrastructure projects so that we can actually adjust rates monthly between rate cases to reflect the return of and return on those qualifying projects.

We believe there's been enhancement made to the framework which is actually allowing us to step up investments and we're replacing meter modules and gas business alongside the meter replacement program that we've got going on the electric portion of the business and it's allowing us also to make some necessary investments in that business to ensure safety as well as reliability of the gas business.

I think more of [technical difficulty] that may reflect or spare investment over time, we think the infrastructure --we think again that framework is good, but it will be whether we see some additional safety rules that come out at the national level or apply at may drive actually investments spending.

And but we do believe that we have the framework in place that if we're required to make those investments that will be treated absolutely fairly in terms of the regulatory process..

Got it. Thank you, Marty. One last one and little bit of a housekeeping item here; can you break up -- the slide's confusing a little bit, what the ATXI transmission rate base is at the end of 2014 or the average rate base versus the Ameren Illinois transmission rate base? And then that same question, but on the CapEx side for 2015..

Yes, Doug is going to see if he can pull that out. If he can pull that out -- I don't have that in front of me. If he can pull it out readily, Michael that's certainly something that we can follow up and provide to you.

I will tell you that just in terms of the earnings for 2015 I think we're looking at may be about $0.05 or so earnings [technical difficulty] from ATXI in 2015. That sort of embedded in our guidance and that….

Michael, I don't have it at my fingertips but we did give you some websites at the back of the presentation that show our attachment old filings for the total is about 1.4 billion average rate base for '15, but the breakout; it is public in there [technical difficulty] don't have that rate in front of me..

No problem, I'm getting a little granular, and sorry to be a pain. I'll follow up, I'll take this one offline guys..

Thank you, Michael. Thanks for your questions..

Thank you, guys..

Our next question comes from the line of Andy Levi with Avon Capital Advisors. Go ahead with your question, please..

Hi how you doing? Actually, I think I'm all set, but thank you. Everything looks good..

Thanks, Andy..

If you give me -- this is Doug, if you give me just a second here; I think I may have found that information here, Andrew is going to help me here for a second. Yes, thanks. It's about half a billion for ATXI, and about 900 million for Ameren Illinois is the number here I'm getting..

Thank you, Mr. Fischer. I would like to turn the call back over to you for closing comments..

Doug, closing comments, please..

Yes. Thank you for participating in this call. Let me remind you again that a replay of the call will be available for one year on our Web site. If you have questions, you may call the contacts listed on today's release. Financial analyst inquiries should be directed to me, Doug Fischer. Media should call Joe Muehlenkamp.

Our contact numbers are on today's news release. Again, thank you for your interest in Ameren, and have a great day..

Thank you, Mr. Fischer. This will conclude our teleconference for today. You may disconnect your lines at this time. We thank you for your participation. Have a great day..