Colleen Henderson Gale E. Klappa - Chairman, Chief Executive Officer, Chairman of Wisconsin Electric Power Company, Chairman of Wisconsin Gas LLC, Chief Executive Officer of Wisconsin Electric Power Company, Chief Executive Officer of Wisconsin Gas LLC, President of Wisconsin Electric Power Company, President of Wisconsin Gas LLC and Chairman of Executive Committee James Patrick Keyes - Chief Financial Officer and Executive Vice President Allen L. Leverett - President, Chief Executive Officer of We Generation Operations and President of We Generation Operations

Paul Zimbardo - UBS Investment Bank, Research Division Greg Gordon - ISI Group Inc., Research Division Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division Kit Konolige - BGC Partners, Inc., Research Division Michael J. Lapides - Goldman Sachs Group Inc., Research Division James D. von Riesemann - CRT Capital Group LLC, Research Division Andrew Bischof - Morningstar Inc., Research Division Bill Appicelli Vedula Murti Andrew Levi

Good afternoon, ladies and gentlemen. Thank you for waiting, and welcome to Wisconsin Energy's conference call to review 2014 first quarter earnings call. This conference call is being recorded for rebroadcast. [Operator Instructions] 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 statements, factors described in the company'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 discussion, 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, Wisconsin Energy has posted on its website a package of detailed financial information at www.wisconsinenergy.com. A replay of our remarks will be available approximately 2 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 Wisconsin Energy Corporation.

Colleen, thank you very much. Good afternoon, everyone, and thanks for joining us as we review our 2014 first quarter results. Let me begin, as always, by introducing the members of the Wisconsin Energy management team who are here with me today. We have Allen Leverett, President of Wisconsin Energy and CEO of our Generation Group; Pat Keyes, our Chief Financial Officer; Susan Martin, General Counsel; Steve Dickson, Controller; and Scott Lauber, our Treasurer. Pat will review our financial results in detail in just a moment. But as you saw from our news release this morning, we reported earnings of $0.91 a share for the first quarter of 2014. This compares with earnings of $0.76 a share for last year's first quarter. The results were much stronger during the first 3 months of this year, primarily because of the extreme winter weather that gripped our service area. In fact, we delivered more natural gas to our customers during the first quarter of 2014 than during any other quarter in history. We exceeded the previous record for gas deliveries set in the first quarter of 2008 by more than 11%. On the generation side of our business, our newest coal units, the expansion units at our Oak Creek site, performed exceptionally well. And total sales of power from our generating fleet, over and above the demand from our retail and wholesale customers, were up more than 157% in the first quarter. The margin on these sales helps our customers by reducing our fuel costs, and the capacity helps to keep the lights on and energy flowing throughout the region. Now as all of you know, the price of natural gas in the Midwest spiked pretty significantly during the first quarter. We estimate that our new generating units saved our customers more…

Thank you, Gale. As Gale mentioned, our 2014 first quarter earnings were $0.91 a share compared with $0.76 a share for the corresponding quarter in 2013. Consistent with past practice, I will discuss operating income for our 2 business segments and then discuss other income, interest expense and income taxes. Our consolidated operating income for the first quarter was $381.8 million as compared to $321 million in 2013. That's an increase of $60.8 million. Starting with the utility energy segment, you will see that operating income in the first quarter totaled $292.7 million for 2014, an increase of $62.1 million over the first quarter of 2013. On a quarter-over-quarter basis, we estimate that our electric and gas margins improved by $32.6 million because of the weather. We experienced temperatures that were 24% colder than normal and 16% colder than last year. Our earnings were also helped by $14.2 million related to the accounting on the treasury grant for our new biomass plant. Last year, we could not recognize the grant income until the plant was complete. Finally, our utility nonfuel operations and maintenance costs are down by $13 million, driven in large part by lower pension and medical costs. Now turning to our nonutility segment. Operating income in this segment was down $1.4 million when compared to 2013. Last year, we recorded onetime entries to reflect the final approval of our Power the Future plant cost in the last Wisconsin rate case. Making the changes for these 2 segments together and a slight improvement in corporate and other, you arrive at the $60.8 million increase in operating income. During the first quarter, earnings from our investment in the American Transmission Company totaled $17.3 million, an increase of $700,000 over the same period last year. These earnings are in line with…

Pat, thank you very much. Overall, we're on track and focused on delivering value for our customers and our stockholders.

[Operator Instructions] Your first question comes from the line of Julien Dumoulin-Smith with UBS.

This is actually Paul Zimbardo for Julien. Just a quick question on the plant in the environmental recovery. Could you provide kind of a little background there and time line, if you could?

The plant in the environmental -- are you talking about...

The SSR in Presque Isle.

Yes, okay. Let me frame it for you and Allen can give you some of the details. As I mentioned in the prepared remarks, one way to look at this really is that MISO, the Midwest grid operator, has basically become the principal customer for that plant. So MISO, under our agreement and with approval from FERC, is basically paying us to operate the plant. Now the plant will become subject to the new Mercury and Air Toxics Standards by 2016. So environmental investments will be needed if the plant is going to continue to operate. Allen?

Right. And Julian (sic) [Paul], that's of course, the MATS rule that we have to be in compliance with by April of 2016. So our expectation would be that we would be able to do dry sorbent injection at the plant. Cost range for that, when we were doing some testing in June, but I would expect that the range of costs for that in terms of a capital investment is $6 million to $12 million is a likely range, if we had to do dry sorbent injection for all 5 units, if MISO wanted us to maintain all 5 of the units. And then as Gale mentioned just now and in the script, our expectation would be that those dollars would be recovered in a system support resource agreement with MISO.

Okay. So a total of $6 million to $12 million for all of the units [ph]?

Yes. So if we had to put DSI, if they wanted us to maintain all 5, $6 million to $12 million for all 5, Julien (sic) [Paul].

Your next question comes from the line of Greg Gordon with ISI Group.

Well, I was going to have -- the first question is, how many points are you going to give me on that Green Baby?

We'll negotiate.

My second question is, when we think about your long-term articulated earnings growth aspiration, Gale, should we still be thinking about it off of the original guidance? Or should we be basing our expectations off of the new guidance, taking into account the weather and the accounting -- the treasury grant and those other items?

On the 4 to 6? Okay. Well, really, Greg, as you know, the weather can move us in one direction or another pretty quickly. So I would suggest you maintain your look in terms of the longer-term growth rate of our normal guidance of 4% to 6% -- or of our guidance of 4% to 6% EPS growth based on normal weather.

Your next question comes from line of Brian Russo with Ladenburg. Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division: I'm just curious, on the increased guidance, is it all weather related? Or is it also a piece of -- a component of that is how that weather-normalized sales are tracking ahead of your expectations?

Well, first, I'd like to know what you did with Pat at that dinner. But anyway, you're talking about our revised guidance for the remainder of 2014? Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division: Correct.

Basically, what we've done is taken into account some impact from the weather. On the other hand, we know we're going to see some additional operation and maintenance expenses, gas leak inspections and other distribution network work that has got to be carried on is going to raise our O&M some going forward. So in essence, what we've done is tempered our look at Q1, knowing that there are going to be some additional O&M coming down the pike and raise our guidance slightly as you saw. So basically, weather-driven offset by what we know is going to be some higher O&M. Pat?

Gale, I think that you nailed it. I think that's the main points, Brian. Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division: Okay. And I think your long-term weather-normalized sales forecast is 0.7%. Should we bump that up to what we've seen in the first quarter? Or is it still too early for that?

Way too early for that, Brian. As you know, the weather normalization techniques in our industry tend to fall apart or tend to be less accurate when you get into the tail, when you get beyond 2 standard deviations. And I think with this weather in the first quarter, we were like 8 standard deviations away from norm. So I wouldn't read too much into weather normalization for Q1, and I think our roughly 0.5% projection for the normal growth is still pretty accurate. Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division: Okay, great. And then do you plan on issuing any debt at the utility in 2014?

We will ask Mr. -- we do have some maturities, but in fact one where we had a bond offering just matured, so we do have some plans.

Yes, Brian, we got a couple of things coming. At Wisconsin Electric, the WEPCo side, we had a bond mature last month. So I would say -- and that was about $300 million, I would say some time in the second quarter, we're optimistic it might go a little later, but let's just say second quarter, we'll probably do something around that size. And then you may recall that last year, we had a bond mature at Wisconsin Gas, I think that was $45 million, $50 million in that zip code. We've been able to manage that but we anticipate that some time, probably the third quarter, in the neighborhood of $100 million, we will probably do something at Wisconsin Gas this year at well -- as well, excuse me. Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division: Okay, great. And then just lastly, the fuel costs and the 2% dead band, where did you guys end up at the end of the quarter?

At the end of the quarter, we're above the dead band. Brian J. Russo - Ladenburg Thalmann & Co. Inc., Research Division: Okay. I would just imagine the off-system sales are helping to support that.

No question about that, absolutely. In fact, as you probably heard me say in the script, our off-system sales were up 157%. I mean, really, our units, I'm very pleased with how our units performed. And the Valley of our new Oak Creek units was absolutely completely visible during Q1. And MISO asked those units to run at the top virtually every single day of Q1.

Your next question comes from the line of Kit Konolige with BGC.

Remind me, filing rate cases in Wisconsin, do you -- the test year, is it a forward or backward test year? And does weather get adjusted out?

Well, as you may recall, Kit, and then you look at 50 different states, so it's hard to recall specifically, they're one of the few in the country with a 2-year forward-looking test year. So what we are doing now in finalizing all of the data, we will be looking at and filing our projected investment and our projected expenses for the years 2015 and 2016. So that is basically the standard approach in Wisconsin. I think it's a constructive approach because you're not actually looking back with a lot of lag. You're actually projecting your appropriate expenses for the following 2 years.

Yes, absolutely. And what is your early -- last go-round, the ROE was not a topic for discussion in the rate case. Is that likely to be repeated? Or should we have a fully litigated situation where ROE is kind of in its traditional central place in a rate case?

Good question, very good question. And let me just say this. There are a lot of discussions going on. Alliant, one of our sister utilities here in Wisconsin, has just entered into a settlement. Now they're, because of a particular situation they have, they're able to keep rates flat for a couple of years. But there, they and the intervenor groups and the commission staff appear to have agreed on a, in essence, setting rates for the electric utility at a 10.2% return. So I think that may be indicative -- we're having some discussions as well about ROE and capital structure. But I would not expect significant change, particularly in light of the first step forward between Alliant and the intervenor groups.

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

Two questions. One, pretty easy. Can you walk us through -- you mentioned a lot of different items, a lot of different projects and the potential capital costs, including the environmental pollution control equipment at Presque Isle. Is any of that not in your current CapEx guidance that you guys have given out over the last couple of months and put in your 10-K and other data?

Michael, good question. Virtually everything we discussed is in our -- it's like Ragu, it's in there. But we should be very clear about the capital cost that Allen talked about related to Presque Isle, a potential capital cost related to Presque Isle. Those would be costs that we would expect because of the need for those units for reliability to be reimbursed. So I really wouldn't look at that as part of our announced capital budget.

Got it. And I apologize, I missed Allen's comments about the level or extent of that capital spend on Presque Isle.

Allen, would you like to repeat?

No, what we said before, Michael, was that it was likely to be $6 million to $12 million. We're doing some testing this summer and so we'll be able to nail down where we're going to be in the range. And that would be for dry sorbent injection. And so that would assume we do all 5 units. If for some reason MISO didn't want all 5 units, well, that $6 million to $12 million range would go down somewhat, Michael, but that's for 5 units.

Okay. And Allen, as long as I've got you, can you give an update a little bit on ATC's rate base growth expectation and ATC growth opportunities outside of the state of Wisconsin?

Yes. Well, as we talked a little bit on the -- on our year-end call about ATC's capital budget and for the next 3 years, their capital budget inside the footprint, so this would be for calendar years '14, '15, '16, would be $1.3 billion. So that's unchanged from the estimates that we talked about on our last earnings call. So at that level of spending, when you sort of translate that into net income growth at ATC, Michael, that certainly fully supports the 4% to 6% target that Gale and, I think, Greg Gordon were talking about earlier. In terms of opportunities outside the footprint, the $1.3 billion that I talked about for '14, '15, '16 combined, that doesn't include anything outside the footprint at all. ATC is certainly pursuing things elsewhere in the MISO footprint, pursuing things in the western part of the country. But at this point, Michael, I would not expect any of those investments to materialize, or at least for us to actually employ capital for some of those investments until, say, the '17, '18, '19 timeframe. So I wouldn't put any of those opportunities in sort of the next 36 months or so. They're going to be out a bit. But even without those, they still got a lot of good growth over the next 3 years, even without those opportunities.

Got it. And last question, I'll add one on here real quick. Gale, natural gas demand, do you think -- I mean, we're now several quarters for you guys. I mean, if I go back, it's really 3 or 4, 4 or 5 quarters now. Do you think we're seeing a structural shift in what is weather-normalized natural gas demand? And if so, what do you think the new level is? I mean, historically, natural gas demand had been on a long-term downward slope for 15 to 20 years. And I wonder if something's happened that's not weather related but structural that's changing what weather-normalized gas demand is.

Well, I understand your wife likes it hotter, but other than that, Michael, I think that, and not in any way trying to avoid the question, but trying to be absolutely brutally frank with you, the weather has been so abnormal, in particular what we've seen in Q1, that I think we're going to need another year or 2 before we can really determine whether there's any structural change going on here. On the one hand, you see data that indicates that maybe there is a structural change but then on the other hand, gas prices are now higher than they've been in a while. Natural gas prices are now higher than they've been in a while. Last time I looked, at about $4.80 per million BTU. Furnaces, new furnaces are still much more efficient, let's say, a 10- or 15-year-old furnace. There are a lot of competing factors going on here. I think it's going to take a little bit longer before we can really understand if there is any kind of structural change that would reverse the pattern of the past 20 years.

Your next question comes from line of Jim von Riesemann with CRT Capital.

One follow-up to Greg Gordon's question, this 4% to 6% growth. I was a little unclear as to whether or not the base year had been shifted around a little bit.

No, the base year has not shifted. We will take a look, as we enter 2015, about shifting the base year. But right now, the base year stays in place.

So that's 2011, just to confirm.

You're absolutely correct.

Okay. Second question is my standard capital allocation question. But this time, I have a twist.

A twist? All right.

Okay. So you know I'm not a fan of you guys buying back stock better than 2x book. But it seems to me that if I did the math correctly, you bought 426,000 shares in the first quarter, and if I just take a simple arithmetic average between year-end price and the March end prize, you're buying back stock in the $44 a share range or $18 million with the stock. And if you've got a new $300 million program in place annualized at $100 million a year, that should be $25 million a quarter. Am I reading anything into the fact that this is now down on what an annualized run rate would be and that you're starting to shy away from buying back stock at these levels?

I've heard the rumor that you're not a fan of buying back stock at 2x books, so I'm glad you admitted this.

In fact, even in print.

I know, exactly. But we can't read everything you see in print, or you can't believe everything you see in print. I'm just giving you a hard time. First of all, one of the things that -- one of our guiding principles has been that as we have positive cash flow materialize, that if we don't have other investment opportunities on the near-term horizon for the use of that cash, then one of our philosophies is, we don't think our shareholders will reward us for just building up cash on the balance sheet. So that's one of our other guiding principles here and I would not read anything into our first quarter activity other than we tend to look at it quarter by quarter as we have cash building up.

Your next question comes from line of Andy Bischof with Morningstar Research.

Quick question. Any idea on the potential cost of the Oak Creek fuel flexibility program? Or are we still too early in the stages?

Too early, but we've put a bookend around it, again, depending upon the specific equipment modifications that might be needed. Our bookends, and we'll know a lot more later this year, are at a low end, maybe $25 million, $30 million; at the high end, maybe $100 million.

Great. And then just trying to get a handle on around the growth opportunity for propane customers switching to gas. Can you provide a little more color on the extent of the growth opportunity here and kind of what is the penetration level of current customers so far?

Well, I will say this. In terms of propane consumption, just pure propane consumption, Wisconsin is one of the top 5 states in the country. So I think that gives you a sense of the potential conversion opportunity here. And as I mentioned in our prepared remarks, even in Q1, which was a pretty brutal time to try to switch furnaces, we saw a 7% increase so far this year in new customer connections to our natural gas network compared to a year ago. So I honestly think the conversion opportunity, particularly in light of what happened to propane pricing, but even more so the severe shortages of propane this past winter, I think the conversion opportunity is perhaps even greater than we thought.

Your next question comes from the line of Bill Appicelli with Nexus.

Just had a follow-up on the Presque Isle issue. I believe you guys have a -- there's an open doc at FERC related to this issue and I was just wondering if you guys could sort of remind me of what your position is or what's trying to be accomplished there?

I'll let Allen give you the details. The open docket at FERC is really about cost allocations. In other words, we have an agreement with MISO on payment of about $52 million for the next 12 months to compensate us for maintaining and operating those units. And then the open docket really relates, as we understand it, to who has to pay MISO for that $52 million. Allen?

No, that's right. I wouldn't add anything to that.

Okay.

Okay. And do you guys have any sense of the timing of that or how that would impact, I guess, some of these other decisions you guys were talking about earlier?

Well, the SSR agreement is for 1 year. So it goes from, I think, February 1 of this year to February 1 of next year, and I think MISO has like a 3-month extension option. So if they want us to continue to operate the plant after that, and I expect they will, we'll have to do another SSR agreement. But I would expect, given FERC, they went ahead and let us start -- MISO start charging and MISO start paying us. So I don't really think the fact that there's a review going on at FERC is going to affect any of that. It might take a number of months. We might be to the end of the year before they resolve the allocation question that Gale talked about. But it's not really going to impact our ability to collect dollars from MISO at all. So it's really not an issue for us as we would see it.

Okay. But is it an allocation between Michigan and Wisconsin?

Well, it's an issue about interstate, so allocation between the states. And to a certain degree, you'll also get into some allocation issues within Wisconsin. So it's a fairly complicated question about how these costs are ultimately allocated.

In essence, the issue is that in other parts of MISO, these kinds of costs are allocated in a certain way, but within the ATC footprint, they're allocated in a separate way. And the Wisconsin Commission's view is that the allocation that affects -- the allocation in effect, if you were inside the ATC footprint, is punitive to Wisconsin, and that's really the issue.

Your next question comes from the line of Vedula Murti with CDP.

So all of my questions are actually asked and answered.

Your next question comes from the line of Andy Levi with Avon Capital Advisors.

Just on Bill's question, did the state of Wisconsin intervene on this case?

In the FERC proceeding, Andy, yes, they did.

And what's their issue?

When you said the state of Wisconsin, the public [indiscernible]. Their issue is allocation. They don't believe that the MISO tariff, as currently structured, provides for a fair allocation as between Wisconsin and Michigan. So that's really their issue. Their issue is not the total cost, it's the allocation of the cost.

In fact, Allen's right, Andy. In fact, in their intervention asking FERC to provide for a different allocation between Wisconsin and Michigan, they actually said that they believe we should be compensated in the way we're being compensated. It's just who has to make that compensation, how much to Michigan, how much to Wisconsin, is the issue.

And what's the breakdown now?

Well, now, it's close to 90-10. In other words, 90% of these SSR payments will be billed to Wisconsin customers and about 10% to Michigan and that is what has the Wisconsin Commission concerned. They think that that's not a proper allocation, that much more of the cost should go to the Upper Peninsula of Michigan.

Okay. But it's not a situation where if FERC rules against them, they don't -- they come after you or anything like that?

No. As Allen said earlier, we don't think this has any impact on the agreement itself and on our -- and on the payments to us for operating the unit. It's just a matter of how is the pie sliced among parties that have to pay MISO for this benefit.

Right, right. So it's really the PFC fighting FERC, not [ph] fighting you guys?

You could look at it that way. I think what the PFC and Wisconsin...

Or MISO or however you want to look at it.

Exactly. Really trying to get the MISO tariff or this part of MISO to match up with the rest of MISO because it's different here that -- just the way the cost allocation works. If you're inside the American Transmission Company footprint, that cost allocation is different than all the rest of MISO, and the Wisconsin Commission is saying it needs to be all the same.

Okay. And then another question. It's the one I think Jim was going to ask. I'm just guessing, but I did want to ask, so I'll ask the question. There's an article earlier in the year...

Is he under the desk, Andy?

I'm sorry. No, I'm just guessing and I might be wrong, I shouldn't speak for Jim. But there was an article earlier in the year, Bloomberg article relating to you and M&A. And you were name with a myriad of other companies relative to Berkshire Hathaway, and I was just wondering if you want to address that or not.

Andy, as you know, that article, in all likelihood, was based on pure speculation, and over the years, we found it not very productive to comment on speculation. All right. Well, ladies and gentlemen, that concludes our conference call for today. Thank you so much for participating. If you have any other questions, Colleen Henderson will be available at our Investor Relations office, and her direct line is (414) 221-2592. Thanks, again, everybody. Take care.