Joe Bergstein - William H. Spence - Chairman, Chief Executive Officer, President and Chairman of Executive Committee Vincent Sorgi - Chief Financial Officer and Senior Vice President Gregory N. Dudkin - Principal Executive Officer, President and Director Paul A. Farr - President of PPL Energy Supply Rick L.

Klingensmith - President of PPL Energy Services Group LLC and President of PPL Global Victor A. Staffieri - Chairman of LG&E & KU Energy LLC, Chief Executive Officer of LG&E & KU Energy LLC and President of LG&E & KU Energy LLC.

Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division Daniel L. Eggers - Crédit Suisse AG, Research Division Julien Dumoulin-Smith - UBS Investment Bank, Research Division Anthony C. Crowdell - Jefferies LLC, Research Division Greg Gordon - Evercore ISI, Research Division Paul Patterson - Glenrock Associates LLC Paul T.

Ridzon - KeyBanc Capital Markets Inc., Research Division Michael J. Lapides - Goldman Sachs Group Inc., Research Division Brian Chin - BofA Merrill Lynch, Research Division.

Good morning, and welcome to the PPL Corporation Fourth Quarter Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Joe Bergstein, Vice President Investor Relations. Please go ahead..

Thank you, Emily. Good morning, everyone, and thank you for joining the PPL conference call on fourth quarter results and our general business outlook. We are providing slides of this presentation on our website at www.pplweb.com.

Any statements made in this presentation about future operating results or other future events are forward-looking statements under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from such forward-looking statements.

A discussion of factors that could cause actual results or events to differ is contained in the appendix to this presentation and in the company's SEC filings. We will refer to ongoing earnings, a non-GAAP measure, on this call.

For a reconciliation to the GAAP measure you should refer to the press release, which has been posted on our website and has been filed with the SEC. And as a reminder, Talen Energy has filed its Form S1 registration statement with the SEC, and as such, we are in a quiet period with respect to future prospects of PPL Energy Supply and Talen.

At this time, I'd like to turn the call over to Bill Spence, PPL Chairman, President and CEO..

Thank you, Joe. Good morning, everyone. We're pleased that you're joining us this morning. With me on the call today are Vince Sorgi, PPL's Chief Financial Officer, and the presidents of our 4 business segments. Moving to Slide 3.

Our agenda this morning starts with an overview of our 2014 earnings results, an operational overview and a discussion of our 2015 earnings forecast. After my remarks, Vince will review our segment financials, and we'll talk about the recent movement of the pound sterling, and then, we're going to take your questions.

On a number of fronts, 2014 was another very successful year for PPL. We achieved strong earnings results in our regulated utility segments and a competitive Supply segment, also, turned in a solid performance despite the continued challenging market conditions.

And we made significant progress towards the spinoff of our supply business, which is designed to unlock significant value for our shareowners.

The continued excellent performance of our utility, operations and our ongoing infrastructure investments in those companies together with the successful restructuring of our corporate support functions, give us confidence in PPL's ability to achieve compound growth in earnings of 4% to 6% through at least 2017 following the spinoff of the supply business.

Turning to Slide 4. Today, we announced 2014 reported earnings of $2.61 per share, an increase of $0.85 from our 2013 results. Adjusting for special items, our 2014 earnings from ongoing operations were $2.45 per share, matching the level that we achieved in 2013, despite significantly lower hedged power prices in our supply business.

I'm very pleased, we're able to match our 2013 ongoing earnings per share this year with a solid financial performance of our regulated utilities, primarily in Pennsylvania and the U.K., offsetting the $0.10 decline we saw in supply. For the fourth quarter, reported earnings were $1.04 per share, compared with a loss of $0.16 per share a year ago.

Earnings per share from ongoing operations were $0.58 in the fourth quarter of 2014 compared with $0.60 in 2013. For the year, our utility operations in United States and the United Kingdom improved earnings from ongoing operations by combined $116 million or 8.5%.

The primary drivers for this impressive performance are returns on additional transmission investments in Pennsylvania, higher returns as a result of power plant environmental projects in Kentucky and higher utility revenues resulting from U.K. price increases. Vince will provide more details on segment results during his remarks.

Let's move to Slide 4 -- 5 rather for a discussion of our 2015 earnings forecast. As we said in our news release this morning, going forward, we're excluding from our forecast any earnings from our supply business and the net cost associated with the supply spinoff.

We believe this approach provides our investors with a clearer picture of the financial performance of the ongoing portfolio of PPL. As we previously communicated, we're restricted in providing supply or Talen forecast while in registration with the SEC.

We appreciate everyone's patience during this process, I know that Paul and his team are very excited to communicate the full Talen story, which will occur as soon as possible following the spin. We provided an update to PPL Energy Supply's hedge profile in the appendix of today's presentation material, consistent with our prior practice.

Our 2015 forecast range for earnings from our regulated utility operations is $2.05 to $2.25 per share, unchanged from what we provided with our June announcement of the Talen transaction. The midpoint of this range is $2.15, which is 5.9% higher than the adjusted ongoing earnings from our utility operations in 2014.

Our 2014 adjusted regulated utility earnings from ongoing operations removed supply earnings and includes the full impact of dissynergies related to the spinoff of supply, including indirect O&M, interest and depreciation. Vince will cover this in more detail during his remarks.

As I mentioned earlier, the excellent performance of our utility operations and the organic growth from planned and approved infrastructure investments gives us great confidence in our ability to achieve compound growth in earnings of 4% to 6% through at least 2017 following the supply spinoff.

The slide shows that we're anticipating slight increases in earnings in our U.K. and Kentucky utilities and slightly lower earnings in our Pennsylvania utility.

This slide also shows a significant improvement in the corporate and other category that we expect to realize as the result of our ongoing corporate support cost reductions, including the $75 million of dissynergies we discussed at the time of the announcement. In addition to the Talen spinoff, 2015 is a transitional year for PPL in many other ways.

In the U.K., we're moving to the RIIO regulatory construct, and we are in rate cases in Kentucky and expect to file a rate case during the year in Pennsylvania as well. Growth in earnings in 2015 comes largely from the corporate restructuring efforts, but growth beyond 2015 will be driven by our utility companies.

Now let's turn to Slide 6 for an update on our Regulated operations. We're very pleased to note that WPD was recently named Utility of the Year by the international edition of Utility Week. This marks back-to-back years that PPL companies were named Utility of the Year.

In judging WPD as the winner, a panel of industry experts scrutinized the business performance in terms of customer satisfaction, stakeholder return, sustainability and corporate social responsibility, staff development and stakeholder relationship.

We congratulate the employees of WPD for this impressive achievement, and this recognition underscores the value we see in our U.K. business, as a key component of the portfolio going forward. Back in the U.S., progress is continuing on our rate cases in Kentucky.

As we told you in November, we've requested increases in annual base electric rates of $30 million and $150 million at LG&E and KU, respectively, and an increase in annual base gas rates of $14 million at LG&E.

The increases are principally driven by investments in generation supply and other infrastructure investments needed to maintain and enhance the safe and reliable delivery of electricity and natural gas to our customers and to meet federal environmental regulations. We anticipate that the new rates will go into effect on July 1st of this year.

A timeline for the rate case consideration is included in today's appendix. In 2014, we also continued to focus on major capital projects in Pennsylvania and Kentucky, with capital spending for the domestic utilities of approximately $2.3 billion during the year.

In Pennsylvania, nearly $350 million was spent on our 2 largest transmission projects, Susquehanna-Roseland and the Northeast/Pocono projects, which are now 95% and 60% complete, respectively. $140 million was spent on disk projects improving the reliability of our distribution system, while earning a near real time return.

In Kentucky, some key construction achievements were reached as new environmental systems were completed in 2014 for 2 of the units at our KU gen station, and for 1 of the units at our LG&E Mill Creek station. The gen landfill and ash transport system also became operational during the year.

Construction of our new Kentucky combined cycle gas unit Cane Run 7 is on schedule with commercial operation in the unit estimated to begin by the end of May this year. Turning to Slide 7. Let's briefly discuss domestic weather-normalized sales for the year and the quarter.

In Kentucky, weather-normalized sales for the year were essentially flat with lower residential and commercial sales being offset by continued strong industrial sector growth. Industrial sector growth is driven by solid production levels being maintained by several of our large manufacturing customers amid improving economic conditions.

Fourth quarter sales in Kentucky were lower because of the decline in residential and commercial sales, that was somewhat offset by industrial growth. The residential and commercial downturn is attributable to the continued slow growth or decline in several rural parts of Kentucky and Virginia.

As you can see, sales increased slightly in Pennsylvania in 2014, with the industrial category showing the strongest growth. The industrial sales growth is occurring, primarily, in the cement, metal and steel sectors. Pennsylvania weather-normalized sales in the fourth quarter showed slightly higher commercial sector use than was the case last year.

That increase resulted from a higher customer count this year, as a result of improving economic conditions. Moving to Slide 8. Looking back on 2014, I'd like to highlight a few key accomplishments at the Supply segment. In November, we completed the sale of the Montana Hydro electro facilities to NorthWestern Energy for about $900 million.

As a reminder, these cash proceeds remain with PPL following the spin, and we expect to use them to fund utility infrastructure investments and pay down holding company debt in Kentucky this year.

Looking into overall portfolio performance, we executed very well in 2014, outperforming our initial margin projections due to expanded spark spreads, fleet optimization and availability during peak load periods and our strategic hedging program that captured incremental value even when our units were uneconomic to dispatch.

You can see from the chart in the appendix on Slide 28 that we experienced some coal-to-gas switching this year, as low gas prices enabled our combined cycle gas units to continue to run like baseload units.

Further we see market reforms, such as PGM's proposed capacity performance product, the shift in the variable resource requirement curve and a recent increase in the offer cap, as constructive signals supporting the competitive power business in PGM for the future.

Next, I'd like to talk about our significant progress related to the spinoff of our competitive generation business, which will be combined with Riverstone's competitive generation business to form Talen Energy.

Last week, we submitted a response to the Federal Energy Regulatory Commission, accepting their proposed mitigation plan to address potential market power issues in the mid-Atlantic region.

The approval process is moving ahead as expected with the Nuclear Regulatory Commission and the Pennsylvania Public Utility Commission, and we continue to anticipate approvals within our original projected timelines.

The Talen Energy transition team headed by Paul Farr, President of PPL Energy Supply, has completed its staffing plan and continues to work towards their targeted synergies. We expect to close the Talen transaction in the second quarter of 2015.

Before we move on to Vince, I'll briefly provide you with an overview of our key objectives for 2015, which you'll see on Slide 9. Our primary objective, obviously, for this year is the completion of the energy supply spinoff.

In the U.K., our folks are focused on executing the new business plan that was accepted as part of the RIIO-ED1 process, which begins April 1st of this year.

In Kentucky, as mentioned earlier, we're moving forward with the efforts on our rate cases, and in Pennsylvania, while we don't yet have details on our filing, we do expect to file a distribution base case during the year.

In Kentucky, the major focus continues to be the execution of our generation and environmental construction projects, which are on schedule and on budget. In Pennsylvania, we're also focused on executing the large capital expenditure plan to continue to strengthen both our transmission and distribution systems.

And finally, we're very focused on implementing the corporate restructuring currently underway. We're confident that 2015 will be another solid year for PPL, as our employees implement our business plans to provide excellent service to customers and to continue to invest in infrastructure improvements.

I'd like to take this opportunity to say that PPL employees have done an excellent job in designing and implementing a transition process that will launch a strong and streamlined corporate structure for the new PPL as well as set Talen Energy on course to operate safely and efficiently on Day 1.

2014 was, obviously, an eventful year for PPL, one in which we began to blaze new paths in growing value for our shareowners, even while we continue to provide the highest quality of service to our customers.

Our high-level performance during this challenging year further strengthens my confidence that both PPL and Talen Energy will be very successful companies for years to come. PPL has a strong record of strategic and financial execution.

As we enter a new phase of our evolution, we're confident that we will continue to provide shareowners with competitive returns and our customers with best-in-class reliability and service at reasonable cost.

As a pure play electric utility going forward, we believe our 3 regulatory jurisdictions provide predictable earnings opportunities with timely recovery of investments. Our Transmission business has grown rapidly, and we continue to identify additional projects that will drive further growth in that part of the business.

We expect the Transmission business to be the fastest growing part of our business for the foreseeable future.

Finally, despite the recent decline in the British pound, we're confident in our ability to achieve an earnings growth rate of 4% to 6%, given our current hedge levels and long track record of successful hedging programs that have helped drive our ability to meet or exceed earnings expectations.

I look forward to your questions after we hear some additional earnings details from Vince Sorgi.

Vince?.

Thank you, Bill. And good morning, everyone. Let's move to Slide 10. Our fourth quarter earnings from ongoing operations decreased slightly over last year, driven primarily by lower earnings at our competitive supply in Kentucky Regulated segment, partially offset by higher earnings from the U.K. and Pennsylvania Regulated segments.

Full year 2014 earnings from ongoing operations were the same as last year, both at $2.45 per share. Higher earnings in the U.K. and Pennsylvania Regulated segments were offset by lower earnings from the Supply segment and Corporate and Other.

The $0.03 reduction in Corporate and Other is, primarily driven by tax-related items and higher financing and other costs. Let's move to a more detailed review of 2014 segment earnings drivers starting with the U.K. results on Slide 11. Our U.K. Regulated segment earned a $1.37 per share in 2014, a $0.05 increase compared to 2013.

This increase was due to higher utility revenue, due primarily to higher prices, partially offset by lower volumes due to weather and lower O&M due to lower pension expense. These positive drivers were partially offset by higher U.S.

income taxes due to an increase in 2014 taxable dividends and from a 2013 positive adjustment related to an IRS ruling on our earnings to profits calculation. We also had higher depreciation from assets placement service and other of $0.03 per share. One other item of note for the U.K.

Regulated segment in an attempt to provide you with additional visibility and transparency into the U.K. business, we will provide you unaudited consolidated financial information for PPL Global LLC. PPL Global is, primarily, the U.K.

Regulated segment, exclusive of the after-tax effect of allocated interest from the debt issued at PPL cap funding for the Midlands acquisition. We'll footnote those amounts, so you can reconcile the PPL Global LLC results to the results of the U.K. Regulated segment presented here today. We hope you'll find this additional disclosure useful.

We're still assessing the format in which to provide this information, which we expect to furnish separately in an 8-K to be filed at the time we file our 10-K. Moving to Slide 12. Our Kentucky Regulated segment earned $0.47 per share in 2014, a $0.01 decrease from 2013.

This decrease was due to higher O&M, driven predominantly by timing of generation maintenance outages, storm-related expenses and higher uncollectible accounts. Higher depreciation from assets placed in service, higher financing costs from higher debt balances to fund CapEx and other of $0.03 per share.

This decrease in earnings was almost fully offset by higher gross margins from returns on environmental capital investment and higher sales volume due to favorable weather. The other variances of negative $0.03 for both the Kentucky and U.K.

Regulated segments is related to the way we compute diluted earnings per share using the if-converted method of accounting for the debt component of the equity units. Not to get too technical, but the interest add back to net income in 2013 was higher than the add back in 2014.

And with no change in the number of shares outstanding, this has the effect of reducing EPS this year compared to last year. Turning to Slide 13. Our Pennsylvania Regulated segment earned $0.40 per share in 2014, a $0.09 increase over 2013.

This increase was due to higher delivery margins in both transmission and distribution from higher returns on additional capital investments and lower O&M. These increases were partially offset by higher depreciation due to asset additions and higher financing costs from higher debt balances to fund CapEx.

Finishing our segment review with supply on Slide 14, this segment earned $0.29 per share in 2014, a year-over-year decrease of $0.10 per share.

This decrease was, primarily, due to lower energy margins driven by lower energy and capacity prices, partially offset by favorable baseload asset performance, gains on certain commodity positions and the net benefits of unusually cold weather in the first quarter of 2014.

Lower margins were partially offset by lower financing costs, primarily, due to the repayment of the lower Mount Bethel debt in December of 2013, when we exited a lease and acquired that plant, and lower income taxes driven by truing up our state effective tax rate at year end 2014, and a valuation allowance adjustment recorded in 2013 related to deferred tax assets for state net operating losses.

Turning to Slide 15. We have prepared a walk from our 2014 ongoing earnings of $2.45 to our 2014 adjusted utility earnings from ongoing operations of $2.03, which adjust for the Supply segment and are related to synergies from the spin, as Bill described.

This adjusted 2014 earnings amount is the starting point from which we are basing our 4% to 6% compound annual growth rate. Starting from $2.45, we removed the current year Supply earnings of $0.29. We then adjusted for the $0.07 of O&M dissynergies, previously disclosed.

This is the $75 million of indirect corporate costs that were allocated to Supply, but do not go with Supply as part of the spinoff. As we've discussed, corporate restructuring effort currently underway is intended to eliminate this dissynergy.

We also adjusted for the $0.05 of interest on the $880 million of debt at PPL cap funding that was previously allocated to Supply, but will remain with PPL Corp. This is a permanent dissynergy.

Finally, we adjusted the depreciation dissynergy down from $0.03 previously disclosed to $0.01, since by the time we get to 2017, there is only $0.01 of depreciation dissynergy remaining, as these assets are generally IT systems that have short useful lives, and some of the assets become fully depreciated over this time period. Turning to Slide 16.

We have prepared a walk from our 2014 adjusted regulated utility ongoing earnings of $2.03 to the $2.15 per share midpoint of our 2015 ongoing Regulated Utility forecast. Corporate and Other is forecasted to contribute $0.11 to the improvement in the 2015 earnings.

As we implement the corporate restructuring, we expect to reduce the O&M dissynergies of $0.07. And in 2014, we incurred about $0.02 of deferred tax asset adjustments that we do not expect to incur in 2015.

In the U.K., as discussed previously, utility revenues will decrease by about $0.14, primarily, due to revenue profiling and a lower weighted average cost of capital, partially offset by inflation and other items, as we move into the RIIO-ED1 price control period beginning April 1 of this year. Offsetting lower revenues, our lower U.S.

income tax is as a result of the decrease in taxable dividends and a higher British pound exchange rate for 2015, as a result of our hedging program. The hedged rate for 2015 is about $1.63 compared to a realized hedge rate of $1.60 in 2014. In Kentucky, we anticipate a slight increase in earnings with rate increases effective July 1.

Higher margins are expected to be partially offset by increases in O&M, due to higher pension and other labor related cost, higher depreciation on the increase plan and [ph] service, and higher interest expense to fund the capital growth in Kentucky.

In Pennsylvania, we expect lower earnings in 2015, due primarily to higher O&M, higher depreciation and higher financing cost. These negative drivers are expected to be partially offset by improved margins driven by increased transmission margins and returns on distribution improvement capital investments. On Slide 17.

We provide updates on our free cash flow before dividends. Actual 2014 free cash flow before dividends was in line with the projection we provided last February, which if you recall included the proceeds from the sale of the Montana Hydro facilities.

Looking at 2015, we are projecting a decrease in our free cash flow, primarily, driven by the $900 million Montana Hydro sale proceeds that we received in 2014, and the free cash flows of energy supply that are included in 2014 of about $200 million.

2015 cash from operations and capital expenditures exclude the Supply segment, except for $191 million of distributions to be received by court at the end of the first quarter with no additional distributions from supply thereafter. Moving to Slide 18.

Our planned capital expenditures for 2015 through 2019 are detailed on this slide, with Regulated Utility investment totaling almost $18 billion over that period. This includes previously announced initiatives, such as U.K.

spending for our accepted RIIO-ED1 business plan, executing on our environmental compliance plans in Kentucky to meet EPA regulations as well as focusing on system reliability and generation capacity replacement with the retirement of some of our coal fleet in Kentucky, updating and modernizing aging infrastructure in Pennsylvania, including programs that identify areas to strategically improve system performance and reliability.

Our revised capital plan reflects incremental investment of approximately $900 million in Pennsylvania through 2018, including $500 million per transmission investments, including line rebuilds, new substations and substation security, and $200 million for distribution improvements, the smart meter replacement program and upgrades to our facilities.

Most of the increased distribution spend is recoverable through rate mechanisms, including the disk and the smart meter rider.

The revised plan also includes an increase of over $270 million from 2015 to 2018 in Kentucky environmental spending due to increases in scope to meet effluent water guidelines and other projects related to coal combustion residuals, including ash pond closures.

This increase partially offsets the net reduction of about $600 million of spend from 2015 to '18 from the deferral of the Green River 5 CCGT plan. And finally, our capital plan is based on identified projects across the portfolio and does not include unidentified growth projects. Turning to Slide 19.

Our updated investment plan drives a CAGR of about 7% in our projected rate base to 2019, driving value for both our customers and our shareowners. Turning to Slide 20. As Bill mentioned earlier in the call, we are targeting to achieve compound annual growth in earnings per share of 4% to 6% through at least 2017.

At this time, I'll highlight certain key assumptions used for each segment, that supports the 4% to 6% earnings CAGR. For the Pennsylvania Regulated segment, assumptions contributing to this growth include the successful -- excuse me, execution of our capital plan for both transmission and distribution.

Earnings growth through 2017 is based on transmission CapEx spend of $2.1 billion and distribution CapEx spend of $1.2 billion, with disk and smart meter CapEx contributing $530 million and $160 million, respectively.

The successful distribution base rate case plan for 2015 with new rates effective in early 2016, and we are assuming minimal load growth over the period.

For the Kentucky Regulated segment, key assumptions include the successful execution of our environmental CapEx program of $1.3 billion and the completion of the Cane Run combined cycle natural gas-fired plant.

Successful completion of the current base rate cases with new rates effective July 1, 2015, and once again, we are assuming minimal load growth over the period. For the U.K.

Regulated segment, of course, executing on the Ofgem accepted RIIO-ED1 business plan has been built into the growth assumptions and provides 8 years of base revenue certainty, continued opportunity to outperform targets and the ability to true up certain costs, such as the annual change in the cost of debt and inflation, as determined by the U.K.

RPI. We have also assumed a budgeted currency rate of $1.60 per GBP. And for RPI under the Ofgem methodology, the forecasted inflation rate used for the '15, '16 regulatory year is 2.6%, which will be trued up for the actual realized inflation in the '17-'18 regulatory year. Our long range RPI assumption beyond '15-'16 is 3%.

Incentive revenues are soon to be slightly higher for the 2014-15 regulatory year compared to the $125 million we earned for the regulatory year ended in March 2014. We assume incentive revenues decline from there, given the type of performance targets under RIIO-ED1.

For Corporate and Other, we have built into the growth rate achieving the full $75 million in corporate support cost savings. At this point, we fully expect to be able to achieve this level of savings. We also assume equity issuances of $200 million annually, which is an increase of $100 million per year from our prior disclosure.

This increase is to help fund the additional CapEx in the plan, while maintaining our strong credit metrics. Moving to Slide 21. We know many of you have been focused on the recent movement in the British pound to U.S. dollar exchange rate and would like to understand the effect it has on our earnings from WPD.

The next couple of slides present information on our hedge levels and provide details that help us set a budgeted rate of $1.60 per GBP. On this slide, we detail our hedging status for 2015 and 2016, including sensitivities for a $0.05 and $0.10 downward movement in the exchange rate compared to our budgeted rate of $1.60.

First, we are nearly fully hedged at 97% for 2015, at an average rate of $1.63. For 2016, we are 70% hedged at an average rate of $1.61. Since our third quarter update, we have layered on additional hedges for 2016 using collars to help protect against a further decline, but preserve some upside should the GBP strengthen from its current position.

You can see from the sensitivity table that there is basically no exposure in 2015, given our 97% hedge level and minimal exposure in 2016, even if rates stay at their current levels. Turning to Slide 22. As I just indicated, our business plan uses $1.60 as the budgeted rate for our open positions.

While this rate is higher than the current spot rate, we believe it is indicative of a longer-term exchange rate based on historical data. First, the 5-year average GBP rate was a $1.59, and the 10, 15, and 20-year averages were all above $1.65.

Over the last 3 years when the exchange rate dipped below at $1.50, it was short-lived as seen by the blue line. In the last 20 years, only 20 days went below $1.40. And about 90% of the time, the exchange rate was $1.50 or higher.

Similar to the commodity hedge program we use to hedge our supply business, our foreign currency hedging program sets ranges as guidelines that provide flexibility to take advantage of periods of GBP strengthening, as we did earlier in 2014 by increasing our hedge levels for 2015 and '16 and does not require us to fully hedge our exposure at lower levels.

As you are aware, we have been very successful with this strategy on the commodity side of our business. And as I detailed, this strategy has positioned us well for 2015 and '16. I know that was a lot, but that concludes my prepared remarks. Now I'll turn the call over to Bill for the question-and-answer period.

Bill?.

Thank you, Vince. And Operator, we are ready to take questions, please..

[Operator Instructions] Our first question is from Neel Mitra of Tudor, Pickering, Holt..

I had a question on basically around Slide 21.

Can you guys disclose the 2017 hedge levels for the currency? And basically, are you using the $1.60 exchange rate for 2017 as well to kind of get to the 4% to 6% earnings growth?.

Yes, thanks for the question, Neel. For 2017, we are not hedged at all at the moment. And it is $1.60 in our forecast, as I think Vince commented on one of the slides, that is used for all the years in the business plan for open positions. And of course, 2017 is fully open..

And when you look at the $1.60 exchange rate, and I guess, where we're at right now with the forward curves around $1.50 or a little bit higher, is the 4% to 6% growth kind of safe through 2017 under the current forward curves or is it more kind of on your point of view at the $1.60 level?.

Well, certainly, for 2015 and 2016, it would have minimal impact as shown on the Slide 21 here.

Vince, do you want to comment on 2017?.

Sure, yes. So, Neel, we look at the forwards as well as historical data when we kind of look at our exchange rates, and there is quite a variability, as I'm sure you know, right, they range from around $1 -- out for '17 around $1.40 to all the way up to $1.75.

When you look forward, clearly, I think we think there'll be opportunity for GBP strengthening, so that we could hedge at higher levels. The sensitivity [ph] as we've discussed in the past for '17, for every $0.05 movement is about $0.04. So we'll continue to execute our hedge strategy layering in hedges, as we go through the next 18 months.

And with periods of spiking, we'll hedge up higher like we did back in 2014..

Okay. Great. And then, the additional $100 million in equity.

Can you explain what that's going to be used for, and is that going to be issued through a DRIP program, or how is that going to be rolled out?.

Yes, Vince, why don't you take that one?.

Sure, Bill. So the -- we discussed last time the $100 million would, primarily, be DRIP and management comp. We'll likely be doing a [Audio gap] program, in addition to the DRIP and management comp to get to the $200 million..

And that extra $100 million is really being used to fund the incremental CapEx that Vince talked about, and a lot of that's transmission in Pennsylvania as well as some increased spending in the other utility businesses..

Our next question is from Dan Eggers of Crédit Suisse..

I guess, just the first question, following up on Neel's question, is just from a hedging perspective on FX.

Is it one of these things that you guys are going to kind of wait for a point of view to get something to a better exchange rate before you put something on in '17 given the time horizon before 2017 actually happens?.

Yes. We, obviously, have quite a bit of time before we get to 2017 given our higher -- high hedge levels for '15 and '16. So not unlike what we've done, Dan, in our commodity hedging programs, we look at it as a fairly dynamic process. We set targets. In this case, we've obviously set a target of $1.60.

Given the volatility we've seen in the past, we think there will be points in time where we reach that and we can take advantage of that. So that's kind of a marker that we have, obviously, as we get further into '15 and '16, we'll continue to assess our outlook for 2017.

But we've got plenty of time, and we think we will have opportunity to hedge it in over that period of time..

Bill, on the update to the rate base numbers as in Slide 19. The Pennsylvania piece has grown quite a bit, it's like 11%, I think, CAGR on rate base growth, [indiscernible] uptake in the back end.

Can you just talk about, maybe, a little bit of what's gotten layered in from last quarter to this quarter in those expectations, and what the visibility is on delivery on that CapEx?.

Sure. I'll ask, Greg Dudkin, President of our Electric Utilities in Pennsylvania to take that question..

Thanks, Bill. So it's primarily transmission-related expense and -- or capital investment, and when you take a look at transmission, Vince mentioned it in his comments that we're looking to update our -- we have a lot of assets that are reaching the end of their useful life.

So circuit breakers, transformers, we even have some transmission lines were built in 1920. So a lot of that planned investment is to upgrade those. We're also investing a lot in improving the systems reliability through automation, through wood pole replacements, et cetera. So it's primarily in the transmission end.

We're also doing some extra investment in the distribution space, talked about the smart meter plan. We're doing a lot of things, smart grid related smart switches, what we call tielines, which basically ties circuits together which further enable smart grids. So those are the principal components of the additional investment..

Okay.

So none of the count -- the prospective [ph] compass CapEx is included in those numbers?.

That's correct..

Okay. And one last question on the U.K. side, there's been a lot of movement obviously on RPI.

But what's the sensitivity, maybe, do like a 1% move in RPI or something just so we can think about how to calibrate that back to your model?.

Well, a major move that we would anticipate, Dan, is going to be in the pound sterling versus the RPI. So we articulated what that movement is. So clearly, the RPI one would be less.

I'd say, we probably don't want to get into trying to give sensitivities on every element that could move the revenue or the cost line, but what I would say, also, is that we've got some index-linked bonds that are also going to be somewhat of an offset to a move down in the RPI.

So it's a little bit of a dynamic exercise to go through and figure out what might be moving the RPI and how much it could impact revenue. So I'm not trying to necessarily dodge a question, Dan, but we're really focused on the major uncertainty in the U.K., which is the GBP..

Our next question is from Julien Dumoulin-Smith of UBS..

So quick question here on the utility side, first.

Bonus depreciation, how much was that in terms of an impact here if you could quantify it?.

Vince?.

So, Julien, the impact of bonus is included in our earnings guidance for 2015 and is also included in our 4% to 6% growth target. It wasn't that significant for either PA or Kentucky. I would say, maybe, around $0.01 in each case. So not -- nothing significant..

And then, just cutting back to the actual capital expenditures themselves.

First, am I hearing from you right in Kentucky that the coal ash rules, and especially the effluent side, seems to actually be adding some real dollars? And then, secondly, on the Pennsylvania side, I heard you delineate some of the individual pieces, but is compass included within the broader scheme over the longer term here?.

So starting with the last question. First, compass is not included and correct on the Kentucky side that the evolving environmental regulations are driving our need for additional investment in the Kentucky business..

Great. And then, shifting to supply real quickly. Your west numbers, at least on the hedge number there for '17, came down pretty big of late.

What's going on if you can comment?.

I'll ask Paul Farr to take that question..

Yes. Julien, this is Paul. On a wholesale power price basis, prices in the near term have been hanging in the low 30s, which is not completely logical kind of given where snowpack is. So we've done basically a straight mark.

We've offset some of that with some retail hedges that were at prices much more beneficial than what the wholesale indicates, but that's just running it on a straight mark. So with prices in the low 30s and the open position that we got, that drove that roughly $4 movement..

Got it. And then, lastly, just a clarification on what Dan was asking about before.

Your RPI assumptions, are they at market? And then, I suppose, separately just to be clear, it's less than the unhedged 2017 impact, right? Just to be clear, it's not versus your kind of nearer term hedged FX, right?.

That is correct..

And the RPI is at market there as far as you calculated?.

Yes, we -- I provided the RPI assumptions in my remarks, Julien. It was 2.6% for '15-'16 and 3% thereafter. RPI really doesn't have a major impact in '15-'16 in the guidance that we provided in the appendix for the U.K. earnings..

Our next question is from Anthony Crowdell of Jefferies..

Just to jump on Julien's question.

How much, I guess, is it a correct description "inflation revenues" did you guys receive in 2014 or you expect to receive in 2015?.

Well, the 2015 would be the 2 point -- well, because -- first off, we should clarify that these are regulatory years that we typically deal in with RPI adjustments versus calendar year. So they don't change as of the first of the year.

And I believe so for the last period, which will end this March, it's going to be the 2.6% number that Vince talked about. And then, we're assuming a 3%, which we won't know if that's the correct RPI or not for the '15-'16 year..

What was the, I guess -- was there an inflation rate percentage of the -- I guess, the last published year, which would be -- was it '14-'15?.

I'll ask Rick Klingensmith to answer that piece of the question..

Sure. No. For the '14-'15 regulatory year, the inflation was fixed at about 2.5%. And so we are realizing that in the current period, and then, as Bill and Vince have indicated, the inflation has been set for the '15-'16 regulatory year at 2.6%.

And Ofgem has actually changed their methodology from the current regulatory period into the RIIO period, where they will -- are using a forecast going forward in setting the tariffs that are reset on April 1st. And that forecast is what's published by the HM Treasury in November prior to that April period.

And then, as Vince indicated in his remarks, there will be a true up after the '15-'16 period as to any under-recovery or over-recovery will get captured in the 2017-'18 regulatory year. So for '14-'15, we're fixed at 2.5%; for '15-'16, we're fixed at 2.6%, and our assumption going further out in time is 3%..

Great. And just lastly, I guess, more of a bigger picture question. Some utilities have looked at, maybe, building out some gas infrastructure rate base where your subsidiaries are located, Kentucky, Pennsylvania. It seems that maybe there's some investment opportunities there for you.

Is that something you guys have looked at and thought about?.

Are you thinking more from an M&A perspective on the gas side?.

No.

More of like a rate base, like either rate basing reserves, like some southeastern utilities or building out on top of the shale play, but not M&A?.

Yes, I don't think for us that's much of an opportunity, given the transmission projects that we already have identified.

However, what I would say is the compass project, which is not included in our CapEx program, would be a program or a project if you will that would take advantage of some of the opportunities in the Marcellus shale to basically instead of bringing the gas pipelines across, we'd be bringing electric lines across to the potentially new power stations that could be built.

So that would be our opportunity, if you will, that's shale gas-related..

Our next question is from Greg Gordon of Evercore ISI..

Couple of questions, guys. So, not to beat a dead pound, I mean, a dead horse, but on the pound -- that was a joke actually, guys. So if I look at 2016, your hedge is 70% at $1.61, and the pound is currently at $1.53. So if the pound didn't move effectively you'd be at $1.58, $1.59 realized.

So the headwind into '17 over '16, if you realized $1.53 would be, am I right, $0.06, maybe, $0.07, that you'd have to overcome, if in fact the pound just stayed at this level for the next 3 years?.

Vince?.

Yes.

For which year, Greg, are you referring?.

'16 bridging to '17, given the guidance you gave on the -- what your exposure is to a $0.05 change in currency?.

Yes, so we said $0.05 is about $0.04. [indiscernible].

Yes, so it would be a little -- $0.04 plus half again.

So $0.06 or $0.07, right?.

Yes, I think that's right..

That would be [indiscernible]. Yes..

So that would be the headwind you'd have to overcome, great. And then, my second question goes to the earnings guidance.

You are saying 4% to 6% through at least '17 off the $2.03 of earnings?.

Yes..

But your guidance range for '15 is $2.05 to $2.25, right? Whereas 4% to 6% would be like $2.10 to $2.15.

Why is the guidance range so demonstrably wider than what you think your long-term earnings path is for '15?.

I would say it's just a transition year, and knowing that we've got the spin and the timing of the spin and some of the dissynergies that Vince talked about, that we're working to remove. We want to make sure we get through that process, but I think your point is a good one.

Going forward, it's probably going to be a bit more predictable, once we know kind of -- we get through that first full year, if you will, of the pure play electric and gas utility business..

Okay. So -- and then, would one of the other major sort of variables also be the outcome of the Kentucky case. You've obviously, got a placeholder in your guidance for what you think might happen, but only a $0.01 of incremental earnings from what looks like a pretty substantial need in terms of the CapEx you've made.

That seems to be a fairly conservative placeholder, or am I wrong that that's a key variable in the guidance?.

Well, I think that is a key variable in the guidance for sure. We've been reasonably successful in the past. So we think, we -- this is a very straightforward base rate case in our opinion, but we are using a forward test year in the States.

So we'll see what the outcome is, but I think, we picked what we believe is a reasonable outcome for planning purposes. Obviously, I can't state what that is, but -- so time will tell whether it's conservative or not, I guess, is the answer to your real question..

Yes, Greg, I would just add that I think the effect you're really seeing is at the midyear. The rates don't go into effect until July 1. So we're not getting the full year's revenue uptick from the rate case..

Great. And then, should we be concerned at all about sales trends in Kentucky as it relates to your ability to continue to have what has been a constructive dialogue with the regulator.

I mean, if your customer base is shrinking, it's just a more, a bigger and bigger burden on the existing customers?.

I'll ask Vic Staffieri to comment on Kentucky ..

I think the notion that our energy requirements will be -- is fairly flat, if you will, less than 1%, does create some pressures. But I have to say that we're really encouraged by the industrial growth we're seeing. We haven't seen a follow on yet in the commercial and residential sectors.

We're experiencing, obviously, some natural efficiencies, but we're pretty bullish. Actually, the unemployment rate in Kentucky is probably at a low 5.1%, hasn't been that low in many years. So I think there's actually some optimism from us on the economy..

Okay. One last question shifting to the U.K. When we look at the new regulatory scheme, the first year-over-year incentive -- potential to collect incentive revenues and the way the incentive revenues are calculated changes, is it '16-'17 or '17-'18, I forget.

And then, if you were to maximize the revenue, the bonus revenues in that year, as you have historically, how significant of a potential overall decline in incentives would you see given that they're going to be -- they've tightened down those calculations under the new scheme?.

Sure. Good question. Let me ask Rick Klingensmith to comment..

Sure. Greg, the incentives as you just mentioned are going to be reset starting April 1, in our new RIIO construct. The targets that we have are being reduced. They're being reduced about 27% for customer interruptions and about 42% for customer minutes loss.

So as we go through the period starting April 1st and see our performance against those lower targets, we do expect lower revenues to be received. However, those lower revenues will not be realized until the sort of the fiscal year 2017 time period, when it's the '17-'18 regulatory period where incentive revenues will be captured at that point..

Right. And that's -- so it's '17-'18, and all things being equal if you maxed out your incentives.

How much lower would they be than the '16-'17 year?.

We're not prepared at this point to kind of discuss the magnitude of the decline in revenues that might be possible as we're working to try to maximize everything we can under the new targets..

Our next question is from Paul Patterson of Glenrock Associates..

Just a few quick ones and I apologize if you went over this.

The expected regulated ROE in Pennsylvania and Kentucky for 2015, what was that?.

We did not go over that. So that's a new question..

Okay, good..

Do you have a comment on that?.

2015, we're assuming ROE somewhere below 9%..

For which jurisdictions?.

This is in Kentucky, I'm sorry..

Okay.

And Pennsylvania?.

Pennsylvania from a GAAP perspective, we're expecting to be a little bit over 9% in '15..

Okay. And then, sales growth you guys mentioned that the load growth over the long-term looks minimal.

I was just wondering if you could give a little bit more flavor as to what minimal means?.

Yes, I would say, it's 0.5% in each case..

Okay. And then, just finally, the spinoff.

Any more clarity on a specific date or closer sort of range of dates, now that we've gotten through so much?.

I'll ask Paul Farr to comment on that..

Yes, Paul. This is Paul. Really, nothing has changed from the standpoint of the initial indications that we gave. We kind of early on said the NRC approval because of the process that we go through there, and then, the PaPUC, again, because it's process driven.

We actually did reach a settlement in December in Pennsylvania, but just because of what the ALJ has to do and then the normal commission uptake cycle, that kind of took us in both of those instances into kind of the, into late March, maybe, early April timeframe, nothing's changed from our standpoint there..

Our next question is from Paul Ridzon of KeyBanc..

You're forecasting a $0.10 loss at corporate for '15, but I'd imagine that's got a ramping effect of your initiatives.

What do you think the run rate will be by the end of the year?.

Go ahead, Vince..

Yes, it's around $0.10, $0.11..

On a run rate basis..

So it should be flat for the next few years at $0.10 loss?.

Yes, I would say the next few years. As we get further out and need to borrow up that cap [ph] funding to stabilize the cap structures of the utilities, we'll start to see some interest expense creep in there. But I think for the next couple of years, $0.10 is probably a good proxy..

And on your earnings walk from '14 to '15 at U.K. there was a $0.06 uptick from currency.

Could you explain what's driving that, again?.

Yes, that's just the $1.63 hedged rate versus the $1.60 realized rate for '14..

Okay. Just the hedge, okay. And then, lastly, on the U.K. I guess, not lastly, I have one more follow-up. Just in '15, as far as the shape of the U.K.

earnings, given the rate case timing, I assume that first quarter should be up and then flattish throughout the rest of the year?.

Yes, that's correct..

And then, I know you don't have a geographic overlap on the shale, but kind of what's your exposure to falling energy prices as far as suppliers or just suppliers to the shale, I guess?.

It's pretty minimal. There's really no impact in Kentucky and a very minimal impact in Pennsylvania..

Because you're so much further east than the shale?.

Correct..

Our next question is from Michael Lapides of Goldman Sachs..

If I go back in time to when you first entered the U.K. market years ago, 2000-ish, 2001-ish timeframe. One of the things that happened was you continued to show strength in being able to manage O&M. Just curious, it's been 2, 2.5, 3 years since the last U.K. acquisition.

Where do you -- what inning do you think you are in, in terms of managing the cost structure, since you've taken control.

I mean, are we talking still early innings in terms of getting that done, or are we talking 8th or 9th inning, and what you're able to take out and save, from a cost perspective, you've already realized?.

Well, I'll comment first Michael, and then, I'll turn it over to Rick. But I think our U.K. team was very aggressive from the very outset at looking for opportunities in this last regulatory period.

And as we described in previous calls, in the first 6 months, I think, we took out a third of the cost and a third of the employee base to make it much more efficiencies -- efficient.

So I think, we're probably in the latter innings, if you want to use that analogy, but that doesn't mean that there aren't still some opportunities for some hits here and there. So with that kind of intro, Rick, you can go ahead and comment as well..

Yes. Wow, Michael, thank you for the history and the recognition of what the team has been able to do in the U.K. But Bill is right, we were probably in the latter innings.

As we went into this RIIO process, we provided a business plan that had our operating costs sort of the realization of all the efficiencies into that business plan and that's what we provided Ofgem for the next 8 years.

And that was actually a major factor in why we were fast-tracked and others were not, was because of the cost efficiencies that we had already realized. But what was also in the plan, was another about 1% a year efficiency.

And so we are in the latter years, but we have about that 1% ongoing in efficiency that we are looking to achieve out into the future..

Got it. One other question, this is, maybe, more strategic in nature. You guys have never been bashful about transacting when -- or just doing something at the corporate level as a way to either reduce risk or highlight value you think is embedded within the company.

Post the spinoff of Talen, a large portion, more than 50% will come from the U.K., and historically, there've been very kind of decent differences in valuation methodologies investors have used for your non-U.S. utilities versus U.S. utilities.

At what point do you take a step back post-spin and say, what are the range of options to help highlight the value of the U.K. business to the broader investment community.

And how do you think about what those kind of options are if the market doesn't kind of give it what you think the appropriate value of that business is?.

Yes, so I think the market will ultimately put an appropriate value on it, as we exit the spin transaction, if you will, and have the opportunity to spend a lot more time just focusing on the core utility businesses, including the U.K. As Vince mentioned in his remarks, we're providing some income statements for the U.K.

business unaudited to give more transparency. And as we go forward, we're also looking at other ways in which we can highlight to investors the real significant value that we believe exists in the U.K. business. And some of that value has, obviously, shown itself through our fast track that Rick just mentioned.

As well as the fact that we're into a -- entering into a full 8-year period upon which we have a great deal of certainty on the revenues and the cost side. So we think it's a great business. It fits well with our portfolio.

To the extent that we cannot overcome, maybe, questions or concerns that investors have, we'd obviously, as you point out, want to try to engage in activities that would either highlight that value or reweight the portfolio. But at this point, I don't think there is a need or desire to do any of that. And I would also mention that because our U.S.

businesses are growing much faster than the U.K. business, over time the weighting is going to come down for the U.K., just through our organic growth in the U.S.

So I think over time, we'll continue to highlight the value in the business and make sure it's appropriately valued and look at any opportunity we need to, to make sure that shareowners get that value out of it..

Got it. And 1 last one. And this one, may be a Vince question.

Can you remind us what is your cash tax versus kind of statutory tax or GAAP tax rate going forward? Or more importantly, do you expect to pay much, if any, in the way of significant cash taxes over the next few years?.

Sure. So with bonus, Michael, we're -- I would say, we're not a full taxpayer for the foreseeable future, certainly, through the planned period. For 2015, we don't have a minimal tax burden. I would say, it's about $20 million. And it's around $100 million for the next couple of years after that..

So meaning, cash taxes will be a very small percent of total GAAP taxes?.

Yes. It ends up, I mean, the way I kind of. Yes, I mean, we have NOLs and credits that bring that down. I kind of think of the amount of cash we're paying on our taxable income is about 25% as opposed to 35%..

Emily, we're past our time limit here, but we will go ahead and take one more question..

The last question comes from Brian Chin of Bank of America Merrill Lynch..

As we get a couple of steps closer to the Talen spin being completed, any marginal updated thoughts on dividend policy for the PPL parent utility?.

So we still do not have a formal dividend policy or dividend payout ratio that we're targeting, Brian. But as we've said, post spin, our intent is to continue to maintain the same level of dividend prior to the spin. And we'll look at opportunities where appropriate to grow it if we can. So that's kind of still the game plan going forward. Okay.

Thanks, everyone, for joining us. And have a good day..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..