Gale E. Klappa - Chairman & Chief Executive Officer, WEC Energy Group, Inc. J. Patrick Keyes - Chief Financial Officer, Director & Executive VP, WEC Energy Group, Inc. Allen L. Leverett - President & Director, WEC Energy Group, Inc. Stephen P. Dickson - VP & Controller, WEC Energy Group, Inc..

Julien Dumoulin-Smith - UBS Securities LLC Greg Gordon - Evercore ISI Jonathan P. Arnold - Deutsche Bank Securities, Inc. Michael J. Lapides - Goldman Sachs & Co. James von Riesemann - Mizuho Securities USA, Inc. Brian J. Russo - Ladenburg Thalmann & Co., Inc. (Broker) Andrew Bischof - Morningstar Research Paul T. Ridzon - KeyBanc Capital Markets, Inc.

Paul Patterson - Glenrock Associates LLC.

Good afternoon, ladies and gentlemen. Thank you for waiting and welcome to WEC Energy Group's Conference Call to review the 2015 Second Quarter Results. This call is being recorded for rebroadcast and all participants are in a listen-only mode at this time. Before the conference call begins, I will read the forward-looking language.

All statements in this presentation, other than historical facts, are forward-looking statements that involve risks and uncertainties which are subject to change at any time. Such statements are based on management's expectations at the time they are made.

In addition to the assumptions and other factors referred to in connection with the statement, factors described in WEC Energy Group's and Integrys Holding's latest Form 10-Ks and subsequent reports filed with the Securities and Exchange Commission by each company could cause actual results to differ materially from those contemplated.

During the discussions, referenced earnings per share will be based on diluted earnings per share unless otherwise noted. After the presentation, the conference will be open to analysts for questions and answers. In conjunction with this call, WEC has posted on its website a package of detailed financial information at wecenergygroup.com.

A replay of our remarks will be available approximately two hours after the conclusion of this call. And now it's my pleasure to introduce Mr. Gale Klappa, Chairman of the Board and Chief Executive Officer of WEC Energy Group..

world-class reliability, operating efficiency, financial discipline, and exceptional customer care. And now for more details on our second quarter performance and our outlook for the remainder of 2015, here's our Chief Financial Officer, Pat Keyes. Pat..

Thank you, Gale. As Gale mentioned, our 2015 second quarter adjusted earnings were $0.59 a share. That's the same as our adjusted earnings for the corresponding quarter in 2014. Costs related to the acquisition of Integrys Energy reduced earnings by $0.24 per share in the second quarter of 2015 and $0.01 per share in the second quarter of 2014.

Because of the timing of the acquisition, earnings results this quarter are exclusively from Wisconsin Energy. Going forward, our consolidated earnings will include the operating results of the Integrys companies. Please note that the balance sheet included in this quarter's earnings package does incorporate the Integrys balance sheet.

Consistent with past practice, I will discuss operating income for Wisconsin Energy's two business segments, and then discuss other income, interest expense, and income taxes. Excluding acquisition related costs, second quarter consolidated operating income was $232.5 million, as compared with $245.8 million in 2014. That's a decline of $13.3 million.

Starting with the utility energy segment, operating income in the second quarter totaled $140.4 million for 2015, a decline of $14.8 million from the second quarter of 2014. On a quarter-over-quarter basis, our earnings were helped by $9.5 million because of the impacts of the 2015 rate case and by $3.4 million related to improved fuel recoveries.

On the downside, we saw an increase in utility operations and maintenance costs of $18.5 million, primarily driven by increased regulatory amortizations, the timing of projects, and certain benefit costs. We estimate that weather reduced our margins by $4.8 million and we also saw increased depreciation expense of $4.2 million.

Combining these and other factors results in the $14.8 million decline in utility operating income in the second quarter of 2015, compared with the same quarter in the prior year. Operating income in our non-utility energy segment was $93.5 million, which is $1.8 million higher than the prior year.

Our corporate and other segment, which includes corporate costs of smaller affiliates, was essentially flat with last year's second quarter.

Taking the changes for these segments together, you arrive at the second-quarter operating income before acquisition-related costs of $232.5 million, a $13.3 million decline as compared to the second quarter of 2014.

In addition, for the second quarter of 2015 we recognized $66.7 million of acquisition-related costs associated with benefit plan agreements, legal and banking fees, and other costs. Overall these costs were in line with our expectations.

During the second quarter of 2015, earnings from our investment in American Transmission Company totaled $14.3 million, a decline of $3.2 million from the same period in the prior year.

As we mentioned in the first quarter, ATC has established reserves in light of recent appeals to the FERC related to authorized returns for regional transmission organizations. Our earnings reflect Wisconsin Energy's share of ATC's results. Our other income net increased by $18 million.

During the second quarter of 2015, we recognized an incremental gain of $15.2 million on the sale of the legacy asset. The purchase and sale of assets is a regular part of our business. In fact, we have a real estate development subsidiary, and this quarter's sale was part of our financial plan for the year.

Our net interest expense increased by $3.1 million, primarily because of higher debt levels. Consolidated income tax expense fell by $11.1 million for the quarter. Going forward, WEC Energy Group's annual effective income tax rate, driven by a one-time adjustment related to the acquisition of Integrys, is expected to be between 38% and 39% in 2015.

We expect that Wisconsin Energy's standalone effective tax rate for 2015 will be between 37% 38%. Combining all of these items brings you to the adjusted net income of $0.59 per share for the second quarter of 2015.

During the first six months of 2015, our operating cash flows totaled $715.9 million, which is a $5.4 million decrease from the first six months of 2014. During 2015, we contributed $100 million to our pension plans; no such contributions were made during 2014. Operating cash flows were helped by improved working capital.

For example, lower natural gas prices dropped accounts receivable balances and reduced the cost of gas and storage. Our capital expenditures totaled $356.5 million in the first six months of 2015, a $51 million increase compared to 2014. The increase was primarily driven by the increased expenditures related to the western gas lateral.

Our adjusted debt to capital ratio as of June 30th, 2015 was 50.7%. This ratio reflects the Integrys acquisition, treating half of WEC Energy Group's hybrid securities as common equity, which is consistent with past presentations. We continue to use cash to satisfy any shares required for our 401(k) plan, options, and other programs.

Going forward, we do not expect to issue any additional shares. We paid $190.5 million in common dividends in the first six months of 2015. That's an increase of $14.5 million over the same period last year. Weather normalized retail deliveries of electricity fell by 1.3% in the second quarter of 2015 as compared to the second quarter of 2014.

Actual second quarter deliveries fell by 1.6%. Looking now at the individual customer segments, we saw weather-normalized residential deliveries drop by 3.8%. Actual residential deliveries fell 5%. Across our small commercial industrial group, weather-normal quarterly deliveries rose by 2.4%. Actual deliveries rose by 2.3%.

In the large commercial industrial segment, deliveries for the second quarter of 2015 fell by 2.5%. Excluding the iron ore mines, large commercial and industrial deliveries fell by 1.4%. Our year-to-date weather-normalized retail gas deliveries, excluding the gas used for power generation, were flat compared to the same period in 2014.

Our actual gas deliveries, again excluding the gas used for power generation, were down 7.2% compared to the polar vortex driven gas sales last year. Our overall results for gas and electric sales in the first six months of 2015 are slightly behind our expectations for the year.

Turning now to our earnings forecasts, for the remainder of 2015 we will continue to guide based on standalone Wisconsin Energy earnings. As Gale mentioned, our long-term earnings per share growth rate is based upon these standalone earnings. We will therefore make the following adjustments to the WEC Energy Group GAAP earnings.

Number one, remove the impact of Integrys; number two, remove the impact of acquisition debt. As Gale noted previously, we funded the 1.5 billion cash portion of the acquisition with $1.2 billion of long-term debt and $300 million of commercial paper. This long-term debt included 3, 5, and 10-year tranches.

Overall, our debt has an approximate interest cost of 2.2% annually. Number three, remove the impact of acquisition and other one-time costs such as banking and legal fees. Number four, modify effective tax rates to remove the impact of the one-time adjustment I just referred to earlier.

And finally, number five, remove the impact of the additional shares issued as part of the acquisition. With that, we'll move to our 2015 guidance. We are reaffirming our 2015 standalone adjusted guidance of $2.67 a share to $2.77 a share. We are off to a strong start, but still have six months of weather ahead of us.

Again, we are reaffirming our standalone adjusted guidance of $2.67 a share to $2.77 a share. And finally let's take a look at third quarter guidance. Last year's third quarter adjusted earnings were $0.57 a share, which excludes $0.01 a share related to our acquisition of Integrys.

Similar to last year, our summer got off to a very slow start this year, with temperatures significantly below normal during the first 10 days of July. So taking this July weather into account, we expect our third quarter 2015 adjusted earnings to be in a range of $0.56 to $0.58 a share.

That assumes normal weather for the rest of the quarter and excludes any remaining transition-related costs. Once again, our third quarter 2015 adjusted guidance is $0.56 to $0.58 a share. And with that I will turn things back to Gale..

Pat, thank you very much. Appreciate the detail and the clarity. And overall, folks, we're solidly on track and focused on delivering value for our customers and our stockholders..

And now we would like to take your questions. Your first question comes from the line of Julien Dumoulin-Smith with UBS. Please go ahead..

Good afternoon, Julien..

Afternoon to you. Congrats on closing the deal finally, not too bad..

All right, we'll see later this week..

Indeed we will.

So perhaps the first question here out of the gate, the 5% to 7% earnings growth rate, when you are thinking about that in the context of this transaction being closed, how are you thinking about the trajectory in 2016 and reflecting some of the improvement, hopefully, in the earned ROEs across the legacy Integrys platform? And perhaps maybe could you remind us or refresh our memory of where the earned ROEs stand today, just for some background if you will..

Sure, I'd be happy to. Let me first start with the initial part of your question.

How do we think about the trajectory of earnings going forward here now that we have closed the acquisition? As you may have heard me say on the script, given everything we see today and given the terrific result that we got in terms of the annual interest cost on the parent company debt, we are projecting 2016 to have a growth rate over our standalone 2015 guidance, the midpoint of that guidance.

So we are projecting 2016 to grow 6% to 8%. And then post 2016 we still see a 5% to 7% growth rate. There are a couple of important underlying assumptions that we are making and that we really feel very good about delivering related to the growth rate.

The first is that we believe we can through best practices, through cost reduction, through financial discipline, and through on-time and on-budget investing in the infrastructure upgrades that are needed, we believe we can move all of the utilities that are the former Integrys utilities at or near the allowed rates of return in Illinois, Michigan, and Minnesota, and of course WPS in Wisconsin.

So that's a pretty important underlying assumption. And to your question of, well, where were the allowed rates of return for those utilities? Just a reminder that We Energies and Wisconsin Gas have historically earned at or very close to and in some years slightly above the allowed rates of return.

With that, Pat has the specific numbers on where the other Integrys utilities have been from an ROE standpoint.

Pat?.

So, Julien, let's start with the two biggest ones. Wisconsin Public Service last year earned just above 10%; and as a reminder its authorized was 10.2%, so just underneath allowed. The second biggest or the other big one would be Peoples Gas. That last year was about 5%, and that's out of an allowed 9%.

Then the other three utilities last year – that would be North Shore, Minnesota, and Michigan, two of the three hit; one was beneath, but the year before, the one that missed hit and another one didn't. So they're more or less maybe slightly underneath on average is probably the simplest way to state that.

Does that help?.

Absolutely, that's great. And perhaps just getting back to my question a little bit more broadly, as you think about 2016 to 2017, are you earning a full year earned ROE? Just I'm trying to think about some of the continued benefits as you flow that forward, right.

So thinking about the 5% to 7% in conjunction with what is likely – I don't want to put words in your mouth too much – but what is likely still an annualizing factor into that higher level, I would imagine..

I'm not sure I exactly followed you, but perhaps I can answer..

Or are you expecting to earn a full year at or near the ROEs in 2016 already, just to be clear about that, or is there an annualizing factor?.

Starting in 2016 we are expecting to earn a full-year annualized rate of return, yes. And let me help with that one piece, because you're probably wondering like, well, how do you go from 5% to 9% at Peoples Gas? That's a very good question, Julien. I'm glad you asked it.

Peoples Gas did get a resolution of a rate case in January of this year, and I believe the allowed increase was $71 million. A lot of that, Julien, was for catch-up capital that had already been invested in the infrastructure in Chicago.

So the fact that a rate case has been adjudicated and they are seeing the benefit of the $71 million increase is helpful on that front. I hope that's helpful to you..

It is indeed. And sorry to belabor it, just one last one in terms of the integrated resource plan. How are you thinking about that now? Obviously there was some shifts in the gas generation plans earlier.

What is the current expectation vis-à-vis load growth as you stand today, as you close the deal? Would you expect a shift back in generation resources meaningfully from what has been discussed through the course of this merger approval?.

Let me try the first piece and then we're going to let Allen give you the detail on the integrated resource plan that we'll be filing later this quarter with the Wisconsin Commission. Long story short, there is no change in terms of our long-term demand growth projection.

Wisconsin Public Service and our company have pretty similar demand growth projections going forward, roughly 0.05% a year basically in electricity demand growth. Our belief, though, when you look at the portfolio of generation that the two companies have together, our belief is there can be some real synergies there.

Allen?.

Well, all right, look at the resources at both of your Wisconsin utilities and tell us overall whether that unit is still needed. So, Julien, what we've been able to do to date, we've looked just simply at what I guess I would call the capacity demand balance between the two utilities.

If we look solely at the capacity demand balance, my expectation would be that you can easily defer Fox unit 3 for a number of years. The analysis that we are doing to go in addition to that capacity and demand is a bit of an energy analysis, if you will.

If you look at the energy mix of the two utilities, my expectation is that it will confirm the capacity demand balance and that the unit will be deferred. But that's what we're in the process of doing. And then as Gale mentioned in the third quarter we'll do a formal filing to the Wisconsin Commission along those lines..

And Julien, the Fox 3 was estimated to be about a $600 million capital investment, which again based on our preliminary look we believe can be deferred..

Great. Thank you for all the color..

You are more than welcome. Good questions Julien..

Appreciate it..

Your next question comes from the line of Greg Gordon with Evercore ISI. Please go ahead..

All right, Greg. I want to give you a shot here.

Are the Jets going to be above .500?.

Based on the strength of schedule, I'm going to say yes..

All right..

Not necessarily based on the talent, on the team, but based on the strength of the schedule..

And any kind of playoff expectations, Greg?.

Well, there's always hope. Jets are used to having a lot of that..

Well, I hope it's a good season for you.

How are you doing, Greg?.

Good. I just want to cut to the chase and just make sure I hear you clearly. Making all the adjustments you guys laid out, you were very articulate. We should expect you to still be inside the guidance range pre-Integrys.

And then we should expect on a full run rate, merger-integrated basis for fiscal year 2016 that you will grow 6% to 8% earnings off that number?.

That is correct. You've nailed it..

Okay, perfect. So you've taken into account everything that's going on including the one-time impact of this legacy asset sale.

You think that everything in the stewpot, that's a number you can hit?.

We're certainly expecting to do so. But let me mention this one-time thing you mentioned about the one-time legacy asset sale. We have with the combined company like $29 billion of assets. I think every year, Greg, since I've been here we've had some type of asset sale. And remember we also have a real estate subsidiary that develops and sells property.

So it's part of our ongoing, it's just part of what we do. And I would suspect you want us to do this, because it's part of maximizing the value of our assets..

No, completely understand. I just wanted to be clear on it. My second question is as we think about your cash flow profile, pro forma for the deal, still superior and differentiating factor about your investment thesis relative to almost any other utility, given the robust cash flow nature of the Power the Future assets.

How should we think about the cash flow deployment priorities of the company as they are built into that 6% to 8%, going to 5% to 7%, expectation?.

In terms of the cash flow priorities, number 1 through 10 is obviously investing in infrastructure upgrades that are very much needed for customers across the four states. And as I mentioned at the EEI Fall Finance Conference, we'll give you a lot more granular detail particularly about our next three- to five-year capital investment program.

But we see tremendous need and tremendous opportunity for the use of that cash flow to upgrade the electric and natural gas infrastructures in the region. So that's priority number 1, 2, 3, 4, 5, 6, 7, and 10 for the cash flow. And then obviously we want to maintain the 65% to 70% target for dividend payouts.

And if there's any cash left over, well, we've got three doors we can go through. One is debt reduction. One would be if we can find, legitimately, additional investment opportunities and additional infrastructure projects. And then the third would be where we were before, which is a share buyback.

But I would hope that and really am very hopeful that there will be additional investment opportunities that are really needed and that we can put that cash to really good use through infrastructure upgrades..

Okay, great.

Just to be clear, are there any specific commitments vis-à-vis the current rating and the discussions you've had with the rating agencies on how you're going to manage the parent debt balance over the next few years?.

Pat? I'll let Pat answer that..

What we talked about, Greg, was the reason we tranched the acquisition debt is that our expectation is that as each tranche matures or comes to its end, we will have sufficient cash flow to be able to not renew that tranche. So in other words we plan to take it out.

In addition to that I might add that we're also looking at what I'm just going to call balance sheet cleanup or looking at some of the other debt that is sitting out there at the Holding Company and what opportunities we've got to clean some of that up as well..

Perfect. Thanks, guys..

Great, questions. Thank you, Greg..

Your next question comes from the line of Jonathan Arnold with Deutsche Bank. Please go ahead..

Good afternoon, guys..

How are you doing, Jonathan?.

You just reiterated the 65% to 75% dividend payout target, Gale. And you obviously bumped it a little bit more than you were committed to post the merger..

Yes. We thought you would like that, Jonathan..

Right. My question is it looks like the payout of the midpoint of the 2016 guidance is going to be 63%. How soon do you want to get in the range? You've typically done December increases.

How should we think about that range versus what you've just been discussing around investment priorities?.

Well, it's a question we will continue to look at between now and the end of the year. But certainly in the relatively near term, we very much want to be at least in the bottom end of the 65% to 70% range..

Okay.

Then what would push you I guess broadly as you look at the earnings for the quarter, into (39:27) to the higher end of that long-term growth rate? Do you have a line of sight on what kind of things we should be looking for you to announce?.

Very good question. Let me frame the answer; if Pat or Allen would like to add, I would certainly welcome them to do so. Let me frame the answer for you. There is not one single thing that could pop us to the top end of the range on a permanent basis.

But if you think about our business and where we're headed, there are several factors, the biggest of which would be increased investment opportunity or increased investment requirement that we build on time and on budget and get cost recovery for. That would be the single biggest thing.

In between rate cases, if you have an economic pickup and there's stronger sales growth, there are a number of things that can happen in between rate periods. But the single biggest factor that could drive us to the top end would be additional investment opportunities in infrastructure upgrades.

Pat, Allen, anything you would like to add?.

Well, I got just a couple things I could throw in, Jonathan. I think Gale hit the main one, but other things I would think about would be opportunity sales that would help us on the fuel recovery, to the extent that our fleet is called more by the MISO.

And the other would be hitting some, we talked about our ATC 10 year capital plan and the range it could be in. You are also familiar with our joint venture with Duke, the DATC. To the extent that some of those projects hit or we get to the top higher end of that capital plan, that would also help..

are there additional investment opportunities as we go forward beyond the plan that we'll be pretty granular about with you at EEI in the fall..

Great. If I may, just on one other point, you talked about having filed with the ICC to tell them you're going to have a rethink around the main replacement program.

Does that include some proposal for how to resolve the ongoing investigation? Or is that a separate issue? Any perspective on how we bring that to closure?.

It's a very good question. Let me be clear about the ongoing dockets. There's one very helpful ongoing docket. And let me back up and explain that.

The commission, before we got involved with the potential acquisition, the commission brought in an outside consulting group by the name of Liberty Consulting to basically do a review of the management, the physical on-the-ground management of the gas main replacement project.

Liberty has come back with 95 specific recommendations, most of which are very practical and all of which we agree with.

So what the commission has done is they've kept that docket open and they've asked us by September, early September, to file a transition plan that in part lays out how we plan to incorporate those recommendations into our management of the program. So, I think a lot of what you're asking about has a schedule and has a definite plan for resolution.

But I view the Liberty Consulting report as very helpful and certainly I know the commission has a good bit of faith in the recommendations. The recommendations are very practical. They are recommendations that we would automatically have put into our transition plan anyway.

And so I think that's the way, as we take a step back and re-look the entire project from soup to nuts, from scope to schedule, to logistics, we will be incorporating the Liberty audits along the way and Liberty will also have input along the way.

So, again, a schedule and a date has been set for us telling the commission how we plan to incorporate the Liberty recommendations and I think that will go a long way, in addition to the expertise that we're going to bring to this project..

Okay, great. Thank you, Gale..

You're welcome..

The next question comes from the line of Michael Lapides with Goldman Sachs. Please go ahead..

Hi, Michael..

Hey, Gale, congrats on the deal. Congrats on getting everything closed and rolling out new guidance..

Thank you..

One question, though. I know you are starting from the base of a $2.72 midpoint for WEC standalone..

Right..

I'm just trying to put apples – I'm worried we are comparing apples and oranges here. Because Integrys has a large gas utility presence; that means it generates or delivers a decent amount of its annual earnings in the fourth quarter.

And just are you thinking that the second half of this year that Integrys would actually have contributed to our EPS? Or would it have detracted from EPS from the original standalone entity? Because a lot will depend on what your starting point is and the starting point here is a little confusing..

No, I'm glad you asked the question. Let us answer it very directly. First of all, yes, we're picking up a lot of gas, gas delivery companies. And yes, they generally have a pretty good fourth quarter. They also have a lousy third quarter simply because of lack of gas demand. But let's step back here. A couple factors.

First of all, the financial logic for the acquisition was that an acquisition that we would want to make, like the Integrys acquisition, would add to our earnings per share growth in the first full calendar year after closing. So, that's 2016.

So, I think the logical starting point is okay; well, what would you have done standalone 2015? What would your growth rate standalone have been 2016? And is this better than that? And the answer is yes, it's better than that. So, I think if it's making any sense to you, Michael, I think we're starting with the correct starting point.

But I would like to add one other factor and that is in the second half of this year there will be significant accounting adjustments. A lot of accounting noise around the acquisition, as you even saw in our second quarter adjustments.

So really the GAAP numbers for Integrys, the Integrys utilities for the second half of 2015 are really going to be irrelevant to the long-run earnings capability of Integrys utilities going forward.

Does that help, Michael?.

It helps. Let me ask another follow-on question, and I can catch up with your IR team or Pat offline. When you think about how far you are in the process of evaluating things like synergy opportunities or other opportunities to benefit – I mean, merger has only been closed for not quite 30 days, actually right at 30 days..

Right..

How early in the process do you think you are? And do you think there is upside to whatever it is you are assuming today in potential long run, multiyear benefits from the merger?.

Very good question, Michael. Let me just say this. We are less than 30 days in. Right now we are very much on target in terms of our plan for follow-on integration. Everybody understands where they report. Everyone has budget targets for 2016.

And we are in the process of working through every single functional area to determine where we go and what the shape of their organizations look like. So it's a little early to give you much more granular detail, but let me back up.

There's nothing that we've seen that would indicate that our earlier thinking and information we've said publicly, there's nothing to indicate that that's off-track. I would expect that over the 10 years there will be a minimum of $1 billion of savings for Wisconsin customers alone in a combination of capital and operating costs.

And that to me still stands as a good preliminary early estimate. So we'll keep working on it, but right now I feel very good about where we are. And let me back-up to your earlier question again. Remember the $2.72 that we're talking about as the base for 2015 is Wisconsin Energy standalone.

So we're basically taking out either a positive or negative impact of Integrys utilities for the second half of the year, to give you a clean starting point, if you will that was basically the foundation for the logic of the acquisition..

Understood. I appreciate the help, guys. I may follow up offline..

Okay, great. Thank you, Michael..

Thanks, Gale..

Your next question comes from the line of Jim von Riesemann with Mizuho Securities. Please go ahead..

Welcome, Jim.

How are you?.

I'm tired.

How are you?.

Tired? What, you've been listening to the Southern call too long?.

Yep, that's and I'm on an airplane back from Tokyo. Hey, I have a couple questions for you. I'm confused and I'm having a little translation issue.

Can you translate how much the operating efficiencies mean on a dollar basis?.

I'm sorry, one more time?.

I tried to avoid the S word..

Thank you.

Have we translated how much the operating efficiencies mean on a dollar basis?.

Yeah. You talk about robust operating efficiencies.

What does that mean on a dollar basis?.

That means basically getting to our allowed rates of return and staying there for 2016 and beyond..

Okay. I get it, I get it.

Second question, totally different is, with all the noise that's going on in the State of Illinois, can you talk about the legal precedent for changing conditions once a merger has been actually, you have an order and it has been consummated?.

Well, generally in all past cases, for the Illinois Commerce Commission to change its order, there generally would need to be new facts or some demonstration of an error in the facts that form the basis for the merger order. In this case, none of us see new facts or errors in fact.

As a matter of fact, the Attorney General's Office, CUB and the City of Chicago really didn't indicate in any way, shape, or form that there were any new facts or that there were any facts in error. So again we believe the Commission's decision was very sound, well thought through, and supported by a significant body of evidence..

Okay.

And are you guys going to give out any 2015 consolidated guidance?.

are we delivering what we said we would from the acquisition, which is growth over and above our 4% to 6% standalone growth. And what was our basis for starting? And that's the 2015 midpoint of $2.72 a share standalone..

Okay. Well, then let me ask you this question..

Okay..

If you raise the number 6% to 8% 2016 versus standalone, what prevents you from going 6% to 8% in say, 2017 and beyond?.

Well, what would prevent us from doing that? First of all we'd have to have a plan that we would be comfortable with that would produce a 6% to 8%. And at this point in time, 29 days in, this is what we feel comfortable with and what we believe we can deliver..

Okay.

So wait for EEI is what you're saying?.

I wouldn't expect that you're going to see an earnings guidance change at EEI. What you will see, though, is much more granular detail on our capital spending plans that drive the earnings growth..

Great, okay. Thank you..

You are welcome Jim..

Your next question comes from the line of Brian Russo with Ladenburg Thalmann. Please go ahead..

Hi, Brian..

Hi, good afternoon..

Good afternoon.

How are you today?.

Good thanks. A lot of my questions were asked..

I've gotten you from bad the last time to good. Next time you will be wonderful and award-winning..

Right, right.

Just real quickly, what is the upcoming general rate case strategy and timing for the Wisconsin utility subs?.

Okay. Well, for Wisconsin Electric if you recall we just completed our rate case last December, so our rates with future looking test years are set for 2015 and 2016.

So under the normal course with the Wisconsin Commission really liking its utilities to file for a case every two years, under the normal course we would file for Wisconsin Electric in the spring of 2016 for rates that would go into effect January 1 of 2017. So that is Wisconsin Electric. Same thing applies for Wisconsin Gas.

For Wisconsin Public Service, they are actually in the midst of a rate case right now, and we would expect a rate case decision as usual from the Wisconsin Commission by November or December of this year..

Got it. Okay. That's all I had. Thank you..

Okay. Thank you, Brian..

Your next question comes from the line of Andy Bischof with Morningstar. Please go ahead..

Hello, Andy, how are you?.

Wonderful and award-winning..

All right. Rock 'n roll.

You haven't seen the lion down there, have you?.

No, not yet. We are in Chicago so he hasn't come down our way yet..

Okay. Well be careful..

Just a real quick maintenance question.

In terms of rate case earnings benefits in the latter half of the year, should they be similar to the $24 million in the first half? Or first quarter was a little bit higher than the second quarter?.

In terms of the Wisconsin Electric rate case benefits, guys, no? Okay, Steve, we will ask you to cover that..

Yeah. So you are referring during the earnings package we've got for the quarter rate case netted to $9.5 million. And what that represents is going into the rate case last year when the rates were set effective January 1, the Wisconsin Commission assumed a certain level of SSR revenues.

And what has happened is that the SSR, we reached an agreement with the State of Michigan and those stopped. But in the Wisconsin rate case we are allowed to have the incremental revenues associated with that. So if you remember last year in the SSRs, the first half of the year the SSRs were based on the suspension.

And then later in the year it went to the retirement SSRs. And so the dollar amount was greater in the latter part of the year. So the short answer is you will not see this big a benefit in the last part of the year, but you'll see a little bit of benefit.

Does that make sense?.

Yeah, I think so. I might follow-up off-line, but that's all I had. Thank you..

All right. Thank you..

Your next question comes from the line of Paul Ridzon with KeyBanc. Please go ahead..

Greetings, Paul..

Greetings, Gale.

How are you?.

We are good. We'd like it a little hotter, a little more humid, but we are good..

I will work on that..

All right. Thank you..

What's the rate base at Peoples Gas?.

I'm sorry, one more time with the question?.

What is rate base at Peoples Gas?.

Rate base at Peoples Gas? I'm looking at Pat. I think it's $1.8 billion..

Yes..

Okay.

And about a 50-50 cap structure?.

Yes..

Yes, that is correct..

Then just to make sure I understand it, combined 2016 earnings should be 6% to 8% growth off of standalone $2.72?.

You've got it..

Those were all my questions. Thank you very much..

You're more than welcome..

Thank you..

Your last question comes from the line of Paul Patterson with Glenrock Associates. Please go ahead..

Last but not least, Paul..

How you doing?.

Good.

How are you?.

All right. You mentioned that there were going to be some substantial accounting adjustments in the second half of the year.

I was just wondering if you could just give us a little bit of a preview what you are expecting to happen there?.

Sure. And I will ask Steve Dickson, our controller, and Scott Lauber, our treasurer, if they have anything to add. But essentially as you know, in any acquisition – we're not immune from this – one of the things that has to be done is purchase price adjustments. Generally you get a year to do that.

But when you close this early in the year the SEC would like you to button down many of the purchase price adjustments of the time of the filing of the 10-K, which would be early, early next year. So one of the major amount of accounting work that has to be done is all the purchase price adjustment work.

Then I'm certain there will be some one-time transition type costs, and there's a whole slew of different types of costs that would be one-time costs that we would incur in the second half of this year.

For example, we want to get an improvement in call center responsiveness for a number of the Integrys utilities; there will be some one-time costs to that. Pat tells me that there are software licensing costs that we will incur that would be one-time nonrecurring in the second half of this year.

We could go on with a list of 30 or 40 of these things that are all transition costs that would be non-recurring. But that gives you a flavor.

Steve, would you like to add anything?.

Yeah. The only thing I'll add, I think you nailed the transition related costs. And I'll go back to the previous question, is we will report GAAP costs at the end of the year; but then as Pat mentioned, we're going to strip out.

We're going to make an accounting adjustment to strip off the Integ (58:22) earnings, we're going to strip off the acquisition debt, we're going to strip off the additional shares associated with that to get back to the WEC standalone..

Okay. Just to follow-up on this, though, so it sounds like there's going to be a lot of charges.

Do we have any sense as to what the quantity of those one-timers is going to be?.

Not yet..

Okay..

We'll certainly have a much better feel for that when we see you at the EEI Conference, but not yet. We are, again, 29 days into this. We know there will probably be a number of charges, and we will be working on it..

Okay. Then in terms of purchase accounting, sometimes that has an impact going forward, and some companies strip out those impacts depending on how they are, and sometimes they aren't.

Do you guys have any feel as to how the purchase accounting might affect growth going forward? And is there any impact associated with purchase accounting that's in your 2016 and beyond expectations for earnings growth?.

Well, first of all, I don't think we know the answer to that completely yet.

But there is one element, because we have regulated operations and more than 99% of our earnings are coming from regulated operations, but in general terms when you value regulated assets they come over onto your balance sheet at carrying value, at rate based value, if I'm making any sense to you.

So that actually simplifies a great deal the purchase accounting. However, there are other things that we have to take a hard look at, like the value of some of the solar assets that Integrys has retained; like the value of a company called Trillium, which is a compressed natural gas fueling station company. So there are other assets.

I think there's a waste-to-energy plant in Texas that they had. There are several of these assets that we're going to have to take a hard look at and give an appropriate value to.

But in terms of major impact on 2016 earnings growth and beyond, Steve, I don't see any, do you?.

No, you nailed it..

Okay..

No, I would've thought it until you guys brought it up. And I mean, I think it probably would have been different if Integrys had kept the retail business..

Oh, gosh, very different, very different. Remember, that was part of the announcement, that that did not fit with our model going forward..

Right.

So just to make sure I understand, basically your earnings growth doesn't have really any major assumptions associated with purchase accounting one way or the other in it?.

You are correct. You are absolutely correct..

Thanks a lot..

You're welcome..

All right. Well, ladies and gentlemen, that concludes our conference call for today. Thank you so much for participating. If you have any questions, now we have both Colleen and Beth and they are available in our Investor Relations office, 414-221-2592. Thanks everybody..