Allen L. Leverett - President and Chief Executive Officer Scott J. Lauber - Executive Vice President and Chief Financial Officer.

Greg Gordon - Evercore Group LLC Steve Fleishman - Wolfe Research LLC Jonathan Philip Arnold - Deutsche Bank Securities, Inc. Michael Lapides - Goldman Sachs & Co. Paul Patterson - Glenrock Associates LLC Julien Dumoulin-Smith - UBS Securities LLC James von Riesemann - Mizuho Securities USA, Inc. Vedula Murti - CDP Capital US, Inc..

Good afternoon, and welcome to WEC Energy Group's Conference Call for First Quarter 2016 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 remind you that 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 statements, factors described in WEC Energy Group's latest Form 10-K and subsequent reports filed with the Securities and Exchange Commission 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 Allen Leverett, President and Chief Executive Officer of WEC Energy Group..

Thank you, Charlene. Good afternoon, everyone, and thank you for joining us today as we review our results for the first quarter of the year. But before I do that, I want to introduce the members of our team who are here with me today. I'm pleased to welcome Scott Lauber as our new Chief Financial Officer.

Many of you know Scott from his previous role as our Treasurer, but before that he had a number of other roles in our accounting and finance organization. Now Scott is taking over from Pat Keyes.

Pat is now responsible for our operations in Michigan and Minnesota, as well as supply chain, information technology and strategy for WEC Energy Group as a whole. I also welcome Jim Schubilske as our new Treasurer.

Like Scott, Jim has held numerous positions in our accounting and finance organization and he was most recently responsible for our State Regulatory area. Susan Martin, our General Counsel; Bill Guc, our Controller; and Beth Straka, who is Senior Vice President, leads our Corporate Communications and Investor Relations Groups are also here with me.

So with that, let me now turn to our first quarter 2016 results. WEC Energy Group was formed in conjunction with the closing of our acquisition of Integrys in June of last year. Until now, we have focused our discussion on Legacy Wisconsin Energy standalone results. Starting today, our focus shifts to the entire company's results.

We reported first quarter earnings of $1.09 a share that compares with adjusted earnings of $0.90 a share in the first quarter of 2015. Scott will be reviewing the most significant drivers for the quarter with you in a moment.

Now taking a look at the state of the economy for our largest segment, Wisconsin's unemployment rate stands at 4.5%, which is well below the national average. The state's labor force participation rate also rose to 68.7%, which is more than 5 points above the national rate.

Also worthy of note, Wisconsin led the nation in adding manufacturing jobs in March. Electricity used by our large commercial and industrial customers moderated a bit. Our electric utility's large customers, excluding the iron ore mines consumed approximately 0.8% less electricity in the first quarter compared to 2015.

However, we continue to see improvement in several important sectors of the state's economy including plastics, food processing and paper production. In addition, we are continuing to see customer growth across our system.

At the end of March, our Wisconsin utilities were serving approximately 8,000 more electric customers, and nearly 11,000 more natural gas customers compared to a year ago. Our natural gas utilities in Illinois, Michigan and Minnesota added nearly 16,000 customers in the past year.

This increase includes the acquisition of approximately 10,000 natural gas customers in Minnesota from Alliant Energy in April of 2015. We are achieving the results we expected from the Integrys acquisition.

Our focus on cost controls and the tangible benefits from the acquisition have allowed us to freeze base rates for customers of We Energies and Wisconsin Public Service through 2017. Subject to Public Service Commission of Wisconsin action, which is not expected, we will not file 2017 test year base rate cases this year for our Wisconsin utilities.

As we have discussed on previous calls, our long-term goal is to grow earnings per share at a compound annual growth rate of 5% to 7% of a base of $2.72 per share in 2015. Here of course to delivering this growth is executing our capital investment plan and addressing the impact of bonus tax depreciation.

I want to give you a brief update on where we stand with our capital plan. Last December, Congress passed a tax bill that extends and modifies bonus depreciation for property placed in service from 2015 to 2019.

At this point, we estimate that we will receive approximately $1 billion in cash tax benefits from the bonus depreciation extension, about two-thirds of this benefit will occur this year and in 2017.

Although, we do not expect bonus depreciation to have any significant impact on earnings in 2016, we are taking steps to modify our capital plan to minimize any impacts in 2017 and following years. We have advanced a number of beneficial projects into 2016 and 2017.

The estimated investment associated with these projects is $500 million, which includes the $100 million that we previously identified in the February call. As a result, we now forecast our 2016 and 2017 capital budgets at $1.55 billion and $1.9 billion respectively.

I expect that we will continue to identify projects that can be advanced into our current five-year forecast. We plan to provide a complete update to our five-year capital forecast no later than the November EEI Financial Conference.

Turning now to our operations in Illinois, we're moving forward on the Accelerated Main Replacement Program or AMRP at Peoples Gas, one of the largest natural gas infrastructure projects in the country. The program calls for replacement of approximately 2,000 miles of Chicago's aging natural gas infrastructure.

Over the past nine months, we've improved management and execution of the project, which is approximately 18% complete. We filed a plan with the Illinois Commerce Commission or ICC late last year that describes our top priorities for the next three years.

The plan's key components include removal and replacement of more than 250 miles of aging cast-iron pipes in the neighborhoods most at risk, projected investment of $250 million to $280 million a year, and regular updates to the ICC and other stakeholders to keep them informed of our progress.

While the engineering, fieldwork, and cost recovery of AMRP continued, the ICC held six workshops to assess our plan. These recently concluded workshops brought together key stakeholders to review the planned scope, schedule and long-term cost with a focus on safety and reliability.

We expect that the ICC staff will issue its report late in May and that the ICC will reach its conclusions by the end of the year. However, in the interim, the AMRP work will continue. Next, a brief reminder on our dividend.

On January 21, our board declared a quarterly cash dividend of $0.495 a share, an increase of 8.2% over the previous quarterly dividend. Our annual dividend rate stands at $1.98 a share and our yield is now at approximately the industry average.

We continue to target a payout ratio of 65% to 70% of earnings, and we expect our dividend growth to be in line with our earnings per share growth. Before I ask Scott to review the details of our first quarter earnings, I want to cover one last item.

I met with quite a number of investors and analysts, and including many of you over the last few months after our management transition was announced. Quite often I've been asked, Allen what will be different when you are a CEO. Now it's really easier for me to tell all of you what will be the same.

Our company will continue to focus on the fundamentals, safety, customer satisfaction, reliability and financial discipline. I believe this focus has served us well since I joined the company in 2003, and will continue to do so. So, now for more details on our first quarter results, here's our Chief Financial Officer, Scott Lauber..

Thank you, Allen. Our 2016 first quarter GAAP earnings were $1.09 a share compared with $0.86 a share in the first quarter of 2015. First quarter results in 2016 included the positive impact of the Integrys acquisition.

Excluding $0.04 of acquisition cost in 2015, our adjusted earnings per share increased by $0.19 a share from $0.90 in the first quarter of 2015 to $1.09 a share in the first quarter of 2016. The earnings packet placed on our website this morning includes the results of the Integrys companies and has a full GAAP to adjusted reconciliation.

First, I'll focus on operating income by segment and then discuss other income, interest expense and income taxes. Our consolidated operating income for the first quarter was $589.3 million as compared to an adjusted $367.6 million in 2015, an increase of $221.7 million.

Starting with Wisconsin, operating income in the first quarter totaled $327.5 million for 2016, an increase of $50 million from the adjusted first quarter of 2015. On the favorable side, we realized $76.9 million contribution from Wisconsin Public Service.

This was offset by lower operating income from Wisconsin Electric and Wisconsin Gas related to the mild winter temperatures. We estimate that electric and gas margins of these two utilities decreased by $29 million because of the warmer weather.

In the first quarter of 2016, our Illinois segment added $137 million of operating income and our other state segment added $31.8 million of operating income. We did not have operations in these segments until our acquisition of Integrys. Operating income in the We Power segment was up $800,000 when compared to 2015.

This increase reflects additional investments at our Power the Future plants. Our Corporate and other segment showed an operating loss of $300,000 this quarter as compared to an adjusted operating loss of $2.4 million in the first quarter of 2015.

Taking the changes for these segments together, we arrive at the $221.7 million increase in operating income on an adjusted basis. During the first quarter of 2016, earnings from our investment in American Transmission Company totaled $38.5 million, an increase of $22.4 million from the same period last year.

This increase is directly related to the increase on our ownership interest from about 26% to just over 60% as a result of the acquisition of Integrys.

Our other net increased $29.7 million, largely due to repurchase of $155 million of Integrys' 6.11% Junior Subordinated Notes at a discount in February 2016, as well as higher AFUDC due to the inclusion of the AFUDC from the Integrys companies.

Our net interest expense increased $41.5 million, driven by $34.8 million of interest expense from Integrys companies in 2016. In addition, we incurred about $8 million of interest expense related to the $1.5 billion of debt issued in June 2015 to complete the Integrys acquisition.

Earnings from the Integrys company drove an increase in our consolidated income tax expense of $90.2 million. There were no significant changes in our effective income tax rate. We expect our annual effective tax rate for 2016 to be between 37.5% and 38.5%.

Combining all of these items brings us to $346.2 million of net income for the first quarter of 2016 or earnings of $1.09 per share. Net cash provided by operating activities increased $365.9 million in the first quarter of 2016.

This increase was driven by $307.8 million of net cash flow from operating activities of Integrys during the first quarter of 2016. The remaining difference was driven by a decrease in contributions to employee benefit plans partially offset by changes in working capital.

You may recall that we contributed a $100 million to our qualified pension trust in 2015, and we did not make a contribution in 2016. Our capital expenditures totaled $312 million in the first quarter, a $158.8 million increase compared to 2015. The largest increase was related to the Integrys companies.

Our adjusted debt to capital ratio was 50.4% at the end of March. Our calculation treats half of the hybrid securities as common equity, which is consistent with past presentations. We're using cash to satisfy any shares required for our 401(k) plans, options and other programs. Going forward, we do not expect to issue any additional shares.

We also paid $156.2 million in common dividends in the first quarter of 2016, an increase of $60.9 billion over the first quarter last year. This is driven by the increase in shares with the Integrys acquisition, and a 17.2% increase in the dividend rate compared to the first quarter in 2015.

For comparative purposes, the electric sales information I'll discuss next reflects for both Wisconsin Electric and Wisconsin Public Service in the first quarter. Weather-normalized sales are adjusted for the effects of weather and factoring out the effect of leap year.

On a weather-normalized basis, retail sales of electricity, excluding the iron ore mines, were down slightly by 0.2% compared to the first quarter of 2015. Actual first quarter deliveries fell by 1.6%. Now looking at the individual customer segments. Weather-normalized residential deliveries dropped 0.3% while actual residential deliveries fell 4.2%.

Across our small and commercial industrial group, weather-normalized quarterly deliveries increased 1.5%, actual deliveries decreased 0.2%. In the large commercial and industrial segment, deliveries for the first quarter of 2016 decreased 0.9%. Excluding the iron ore mines, large commercial and industrial deliveries decreased 0.8%.

Now an update on our natural gas deliveries. As you recall, our Illinois segment has a decoupling mechanism and our margins are less affected by weather. Looking at Wisconsin, our largest segment, first quarter weather-normalized retail gas deliveries, excluding gas used for power generation, decreased 1% compared to the same period in 2015.

Actual gas deliveries, again excluding gas for power generation, were down 10.7% compared to gas sales in last year's first quarter due to warmer weather. On a weather-normalized basis, our overall results for gas and electric sales in the first quarter were slightly below our expectations. Turning now to our earnings forecasts.

We are reaffirming our 2016 earnings guidance of $2.88 a share to $2.94 a share, which represents 6% to 8% growth. This projection assumes normal weather and excludes any potential remaining acquisition-related cost. We are off to a strong start, but still have nine months of weather ahead of us.

Again, we are reaffirming our 2016 earnings guidance of $2.88 a share to $2.94 a share. Finally, let's look at the outlook for quarterly earnings for the remainder of the year. If we take a step back, we see new a quarterly pattern to earnings per share. The Integrys acquisition brings a larger gas component to the combined company.

This means we expect to see relatively higher earnings per share in the first and fourth quarter due to gas heating margins and relatively lower earnings per share in the second and third quarter when compared to past years. This brings us to our second quarter earnings per share guidance.

Taking into account this new quarterly earnings pattern and April being a little cooler than last year, we expect our second quarter 2016 earnings per share to be in the range of $0.51 to $0.55. That assumes normal weather for the rest of the quarter and excludes any remaining acquisition-related cost.

Again, the second quarter earnings guidance is $0.51 to $0.55 per share. With that, I will turn things back to Allen..

Thank you, Scott. I think, overall, we're solidly on track and focused on delivering value for our customers and our stockholders..

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

Hello, Greg..

Hey, guys. Congratulations, Allen..

Thank you, Greg..

So thanks for the update on the CapEx. I'm looking at slide 14 from your April business update..

Yes..

And so you've taken your CapEx for 2016 to $1.55 billion versus $1.499 billion and you've taken your 2017 CapEx to $1.9 billion from $1.553 billion.

Can you just review again what capital projects you've brought forward and if we should assume that that capital comes out of the 2018 to 2020 budget? Or are you also reevaluating customer beneficial projects that you could put in, move forward such that those would stay relatively level?.

Okay. Greg, so, if I could, let me answer your second question, and then Scott, I'm going to ask you maybe to give Greg a little bit of color about the types of projects that we're advancing.

So, Greg, on your second question, you should not assume that the increases that we're making in the 2016 and 2017 spending would result in a corresponding decrease in the later years, because we're also revaluating those later years.

So, Scott, if you could, maybe just give Greg a little more background about some of the things that we're advancing..

Sure. Just to give you a few examples, over these last couple of months, we looked across the enterprise. And for example, we are looking and we are going to implement a neat – updating our ERP system, the general ledger, consolidations, so that part of the general ledger and that could be up to $100 million.

Another example is, we looked at Wisconsin, the gas and electric distribution system, and we're increasing that about $150 million on value-added customer projects.

And then, another area when we look at, in Illinois, we have a large gas storage facility, underground storage in Illinois, and we're going to spend about $35 million over the next couple of years, looking at safety reliability within that storage field.

So, basically across the enterprise found some good projects to bring up and move forward into this period..

Great.

And because of the impact of bonus depreciation, that doesn't really have a net – it's a net-neutral impact on what the customer would otherwise see in terms of bill impacts, correct?.

That's correct..

The capital costs?.

That's correct..

Fantastic.

And can you give us what a comparable pro forma theoretical quarterly earnings number would have been last year in the second quarter had you owned Integrys, so we could compare the $0.51 to $0.55 to that?.

We looked at this at a very, very high level trying to take out all the acquisition adjustments and adjusting really just for the shares outstanding. It was about $0.53 – $0.52, $0.53..

Okay. So it's going to be a little bit difficult for us as we roll through the year to get our minds around the new base of earnings.

But would it be fair to say that as you stand today, if you were to assume normal weather and you were spot on your load growth forecast for the year that you are at the high end, low end, above, below your current guidance range for the year?.

Well, I would say at this point, I mean, if you take it sort of – if you look at what happened with the hybrids in the first quarter, that was in our annual plan. It was just uncertain as to when in the year it would occur. So that certainly would not represent a pickup versus the financial plan.

I think another significant driver, Scott, was related to fuel recoveries in Wisconsin where we had positive fuel recoveries in the first quarter. But our assumption for the year, Greg, would be that we would just be fully recovered. So I think given those two things, I would say that we're sort of more at the middle of our range.

And as I look at it, we're sort of neutral against our financial plan. If you adjust for the items in the first quarter that I either expect would reverse in the case of the fuel recoveries or I had already included in the annual plan, it was just an uncertainty about the timing..

Fantastic. Thank you, gentlemen..

Your next question comes from the line of Steve Fleishman with Wolfe Research. Please go ahead..

Good afternoon, Steve..

Hey, Allen. Congrats again.

So just on the rate case delay, can you give us a sense of whether kind of staff is supportive of that, if other parties have had a view, and when will we know when the commission is kind of okay with it?.

Well, I think it in terms of the Public Service Commission of Wisconsin staff, they're okay with it, and they've indicated that to us in writing that they're in agreement with it. So, at this point, Steve, the commission itself, they don't have to take any action at all for there not to be a rate case.

So, my expectation at this point, as I was saying in the prepared remarks, my expectation would be, we wouldn't file a case for base rates in 2017 – for 2017.

However, I would expect, Steve, that in August, we would do a fuel filing for 2017 rates, and say more likely than not we might see a slight reduction in the fuel rate, but we'll have to look at our numbers when we file in August..

Okay. I thought you said in your prepared remarks not file 2017 subject to PSC approval..

No. I didn't say subject to approval. I said subject to any PSC action. And so, just to be clear, they don't have to take any affirmative action here. So, if they do nothing, which would be my expectation, they wouldn't take an action, we wouldn't have a rate case..

Okay. And I assume what you are doing is utilizing merger synergies to help mitigate what would have been the rate needs..

Right. So, when we went through the process with the merger approval, we talked about the ability to get what we felt would be reasonably significant cost savings and we're seeing those materialize. And so that allows us to freeze base rates, which we think is a benefit to customers..

Okay. Great. Thank you..

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

Hi, Jonathan..

Good afternoon, guys.

Could I just ask you to give us a little bit of a bridge between the $130-odd-million that Integrys booked in the first quarter of last year and the $160-odd-million that you have this quarter? Just what were the moving pieces?.

So, Scott, I think I'll let you, maybe based on the earnings package just give Jonathan a little bit of background. But I will say this, Jonathan, if you look across the Integrys companies, I think we really have these companies on track to all earn their allowed rates of return.

So that's part of the difference that you saw as compared to the first quarter of 2015..

Yeah..

Scott, do you want to fill in a little bit on that?.

So, also when we look at it, we had a full-year rate case at PGL. So, at our Illinois utility, there was a rate case that was effective I think in February of last year. So, we had a full rate earnings in there. We also had a rate case at Wisconsin Public Service, so that was also an increase.

And remember, there's two pieces to the Wisconsin Public Service there was an overall it looked flat, but one of that was a fuel, but there was a base rate increase, so that came through. Once again, Allen talked about the fuel – the positive recovery in fuel and some of that was in the Wisconsin Public Service area too compared to prior year.

We also had rate cases that were implemented at our smaller gas utilities in Michigan and Minnesota, both of those had rate increases this last year. So, basically getting the rate increases in, getting the cost control in, and getting on a path to get to the full return at all the utilities..

Okay. Great, thank you. And then just on – I think that when you gave the second quarter guidance, I think I heard you right, you said that April had been a little cooler than normal in the context of the new gas year business mix.

So is that a help or a hurt versus normal?.

That's a great question. April is a transition month and so, in April, we're not really getting a lot of gas sales. It does help the gas a little bit. But on the electric side, April is a month when you get that commercial industrial buildings that actually uses some air conditioning.

So, having a mile month here, we really don't – we see that little more of a down on our earnings more from the electric side not picking in yet than the gas side picking up the offset..

I mean, you called it out, but I'm guessing it's not that significant given it's April..

Yeah. No, it's $2 million to $3 million, maybe..

Okay. Great. Thank you..

Thank you, Jon..

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

Hi, Michael..

Hey, guys. Hey, Allen. Couple of things.

First of all, on a cents-per-share basis, the increase in other income related to the early pay-down at a discount of some of the Integrys debt, that's worth, what, roughly $0.05 to $0.06 in EPS?.

Well, let me maybe talk about it in two pieces, Michael. Of course, we bought the securities I think at approximately 83% of par, so that resulted in a $0.04 per share impact in the first quarter.

And they were repurchased, say, mid February, so there was a tiny bit of interest savings, Michael, in the first quarter, but very little, probably less than a tenth of a cent, but if you look forward to the rest of the year, we would expect to see another $0.01 per share benefit because of the – of the reduction in interest expense.

So about $0.04 in the first quarter from the being below par, and then $0.01 in the remainder of the year for interest.

And Scott, anything to add to that?.

No, that's it. That's right on..

Got it.

And can you talk about if you were to look at just the Integrys O&M in first quarter of 2015, and WEC – Legacy WEC O&M in that same period, and then combined, what was the O&M decline rate or O&M savings that you've realized so far year-to-date in 2016? And what do you – what's embedded in guidance?.

So, as we look at that in the O&M, and remember when you look at the O&M line, there's a lot more than just the O&M that's in the – what I would say, into the operations, there is O&M as it relates to regulatory amortizations, O&M that's related to the different riders.

So, overall when we look at the O&M, we did have the savings that we had forecasted in with our – with the acquisition.

When you look at – break back the different pieces, I would say on Wisconsin Electric, the O&M was up just a tad as it relates to a couple of storms we had in the area, and we accelerate a little bit of our forestry program because of the mild temperatures.

We haven't specifically said what our O&M guidance is in the acquisition savings but overall when you look at it, it's probably O&M when you factored all the different stuff about 2% to 3% less than if you look at the combined adding up the simple O&M from the prior companies....

Got it.

And do you think you are in the early innings of realizing O&M savings or do you think you're at a pretty good run rate, meaning, do you still think, you have significant opportunity to takeout significantly more cost around the consolidated system from here?.

Well, I guess, you used the baseball analogy. So, I'd say we are probably in the third inning, and I think there is a fair amount of additional work that we can do..

Got it. Thank you Allen, much appreciate it..

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

Hi, Paul..

Hi.

How you doing?.

I'm good.

How are you?.

All right.

Just on the rate freeze letter that came out last week, what – how was that triggered? I mean, was that just basically – was this related to the merger or what sort of triggered the – I guess, it seemed like maybe the staff, it wasn't clear to me the letter, what actually was causing the review by the staff?.

Well, typically the cycle in Wisconsin every two years, of course you do a case for the next – for the next year, and then known and significant (33:24) for the year after that. So this was our year typically to bring the companies in, and we've had – we had discussions with the staff.

And we said look, we believe because of the benefits we're seeing from the merger that we're just going to freeze rates. And if we have increased cost in other areas, we're going to offset that with the benefits of the merge and we're just going to freeze base rates.

So the – basically the avenue for the discussions was this very regular cycle to file rate cases. And so, we work through that avenue and talk with the staff and it's something that they were agreeable. And it's kind of interesting, Paul, as a part of when we're doing the merger proceedings, many people talked about as a proposal doing a rate freeze.

So, now we're actually seeing the base rate freeze for 2017 in Wisconsin..

Okay. Great. And then there was, as I recall, some sort of accounting treatment that was part of it.

Could you elaborate a little bit more this?.

Sure, and let me sort of start and then I'll let Scott or Jim fill in any detail. So I think what you're referring to Paul is, at Wisconsin Public Service related to the ReACT project, and when Wisconsin Public Service went through their last rate case, so this was the rate case that was decided late last – late 2015 or 2016 rates.

So they included in rates I believe at a $275 million level, the cost of the ReACT project. And so, we expect that the final cost of that project will be in a range of $335 million to $345 million.

So, essentially what they would allow us to do with this accounting order is to differ in effect the impacts of the return off and on for that additional investment above $275 million. So, Scott...

Okay..

Yeah. That's correct. There's – I think as a total, there is three of them. The ReACT is the main one. The other two were some deferrals that specifically in the order they ended in December of 2016 and we said well, if we're going to be out for a year we just need the same accounting treatment in 2016 and in 2017, just to extend them into 2017..

Okay, great. And then, just finally – I'm sorry you were talking kind of quickly on the weather-adjusted sales. Did that include leap year? That wasn't clear to me.

Or I mean, was it adjusted for leap year or...?.

Yeah....

Was leap year sort of left in there?.

Yeah. We factored out leap year..

Okay..

So we adjusted as if – we adjusted it down as if leap year did not happen..

So February 29 was out..

It's factored out. Correct..

Okay.

And that was minus 0.2% for retail sales in general, right?.

Correct..

Okay. Excellent. Thanks so much..

Your next question comes from the line of Julien Dumoulin-Smith with UBS. Please go ahead..

Hi, Julien..

Hey. Good afternoon..

How are you?.

Good. Thank you very much. I wanted to follow up a little bit on some of the first questions on the CapEx, perhaps just to kick it off. Can you elaborate a little bit on the next leg of the evaluation you kind of described by the EEI timeframe this fall you'll have the next round.

What are the next layers of evaluation that you're looking at? Is there any kind of sense as to what genre of projects or at least magnitude of capital you could potentially be looking at in maybe these baseball analogies? How deep in terms of innings are you in terms of finding those acceleration opportunities?.

Right. Well, you know as I mentioned earlier, about two-thirds of the impact is the bonus depreciation. So about two-thirds of the $1 billion is in 2016 and 2017. So, other than the second order effects associated with getting bonus depreciation on this additional property, I guess, we've identified $500 million of roughly $670 million.

So I guess that's pretty late innings in terms of identifying offsets in 2016 and 2017. So I would say that Julien that the majority of our focus as we work through the rest of the year, up to when we have the November Finance Conference, the majority of our focus is going to be in the later years.

And, Scott, I don't know if there is any other detail..

Yeah. So, exactly the majority will be in the later years. We also are working on making sure we have all the resources and efficiently for 2017 spending, get everything lined up to put due to spending in. So, we will be working on those later years this summer..

Yeah.

And I think one thing Julien that maybe to give you a sense for how broadly we are looking, let's just take, for example, and this is not included in any of 2016 or 2017 numbers that we talked about, but one of the things we talked about a lot, although in Illinois and in Michigan, our gas utilities there actually own some gas storage, in Wisconsin, our gas utilities to my knowledge have never owned gas storage.

They've always leased it. And, we think that it would make more sense to have a mix of owned storage as well as the leased storage. So I think that would be a nice opportunity – investment opportunity for the company. But we think it would also be beneficial for customers.

So, we're trying to think broadly about what those capital opportunities might be, Julien. I hope that helps..

Absolutely. And does that also add into the decision to push out the rate case timing, recovery of the accelerated spend in 2016 and 2017 with the slightly delayed rate case.

Is that kind of aligned with the thinking as well?.

Well, it certainly contributes, but I think far and away the reason why we can freeze rates is because of the cost savings that we're seeing from the combination of the companies. But, you're right, I mean the accelerated depreciation impact acts as a bit of an uplift if you will also..

Right. Great. And actually just turning back to what you just alluded to there, how much in terms of lease expense or just if you can give us a sense of how much of that PPA needs potentially acquired via any Wisconsin Gas storage opportunities? I know it's early days there, but I figured I'd ask..

Julien, in all candor, it's just a little early for me to throw those numbers out..

No worries at all. We can leave it there..

Yeah. As we know more, I mean, that's certainly something we can chat about either on the call or a future call or at EEI..

Great. Thank you very much..

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

Hi, Jim..

Hey, Allen.

How are you?.

I am good.

How about you?.

Pretty good.

Switching topics, could we just talk about the transmission opportunities out there, specifically as it relates to Alaska? Are there any updates that we need to be aware of?.

No, Jim. There really aren't any updates at this point beyond what we talked about on our call, I guess, back in February. So nothing new there in terms of updates.

Scott, anything you have to add on that?.

No..

I'm not aware of anything..

No. Nothing..

I guess, the question is, is transmission opportunities in the state of Alaska a function of the price of oil and the Alaska fiscal health?.

Well, in terms of the briefing that I received from Mike Rowe who is the CEO out at ATC, what he has told me is, basically if you look at the local economy, integrating the operations of the utilities is a benefit regardless of what the price of oil is, regardless of how low or how high.

There is a benefit of integrating those utilities because they're certainly not integrated at all at the level that you would see in the continental United States. So there are big benefits with that regardless of the price of oil.

And sort of, I guess, ironically, the low oil prices actually mean that the companies in Alaska might actually look a little more to ATC to provide the capital for the transmission projects.

So I would say, worst case, the oil prices are sort of a neutral and although it sounds a little strange, the lower prices might actually mean that marginally ATC might be called on to make a bit more of the investment that's required..

Okay. I appreciate the help. Thank you..

Thanks, Jim..

And your last question comes from the line of Vedula Murti with CDP. Please go ahead..

Hi, Vedula..

Hey, Allen. How are you? Congratulations, and nice to hear from you..

Yeah. No, I haven't talked to you in a long time. Glad you're doing well..

Anyways, you touched on these things kind of around the edges, but when you came in 2003 and your mission was fairly clear. You had Power the Future that had been improved, but it simply was a matter of execution and getting that done and the non-regulated businesses that you had to cleanup.

So the focus was fairly clear and that gave you – that was basically a runway of about eight years from, say, 2003 until 2010, 2011, whatever. So I'm wondering today – it's like we're sitting here in 2016. You have the merger done and you have the big pipeline replacement program in Illinois and everything like that.

I'm wondering just if you can kind of give a sense of how much runway you think you have here.

And just, even if it's not necessarily as large or as dramatic as what was sitting in front of you in 2003, can you just put it in context the way you're thinking about it going forward over the next few years?.

Right. Well, I think as you look at -- of course, Power the Future, I guess, you could think of it, if you just looked at the new generation that was being built. I mean, that was sort of, as it turned out, a roughly seven to eight-year program. So, as you say, that's in the past.

As we look at sort of what's coming up, we've got some programs like the AMRP program in Illinois, which we're probably looking at decades long. I mean, you're looking at programs that are ongoing for 20 to 25 years at least. So we've got some programs that we think will be around a lot longer, even longer than Power the Future.

We've got others that were kind of shorter in nature, and we talk some about the ERP project in Wisconsin. But I would say overall, Vedula, I mean, I think we easily have a runway of 10 or more years of capital investment that we think will benefit customers, in the case of Chicago, like a huge upgrade in safety. So I would say it's at least 10 years.

But now it's really multiple programs in multiple states as opposed to being a single program and one and only in one state. I hope that helps..

Yeah. No, just to clear also I think you've also touched on this in terms of you talked a lot about load growth and just conservation, efficiencies, and everything like that. When you look back to 2003 or whatever, I mean, we were still seeing fairly strong growth in terms of usage and everything like that.

Going forward, that's not necessarily going to be the case. But I'm just – in terms of supporting kind of the ability to continue to grow whatever in terms of your earnings or whatever, I'm just wondering whether the things you referenced should be enough, even without any real net load growth.

And also the one other thing I wanted to ask you is, in the past, you used to talk about having a couple hundred million dollars of free cash flow, net of CapEx and dividends.

Can you just kind of refresh us in terms of where that kind of stands going forward as well?.

Yeah.

And maybe, Scott, why don't you cover the cash flow question? But I would say, Vedula, I mean, clearly the situation with volume growth, be it electric or natural gas, it's going to be a bit of a headwind, which is why I think having the merger is beneficial to us, because we can generate some more cost savings to help deal with those headwinds.

But Scott, why don't you give Vedula some background on the cash..

Yeah. In looking at our cash and remember we said in our prepared remarks and just lately, we said in our prepared remarks, we are not issuing any equity. Part of the acquisition reasons were to invest in good utility projects. So we are investing in utility projects that are very needed for the infrastructure.

When you look at 2016 and 2017, we are not cash flow positive, but we also look at our consolidated debt to capital ratio and our consolidated holding company debt. And the holding company debt as a percent of total debt is about 28%, consistent with our projections, and we see that continuing to be there.

So we are not cash flow positive, but we are not issuing any equity, and that's for the 2016 and 2017 timeframe, and we'll look at our projections as we go forward as we look at our capital plans in the future..

Thank you very much..

Thanks, Vedula..

All right. Well, that concludes our conference call today. Thank you for participating. If you have any more questions, please contact Beth Straka or Colleen Henderson in our Investor Relations office..

Thank you. That concludes today's conference call. You may now disconnect..