Good afternoon, ladies and gentlemen. Thank you for waiting and welcome to WEC Energy Group's Conference Call to review the 2015 Third 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 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. Gale E. Klappa - Chairman & Chief Executive Officer: Colleen, thank you very much. Good afternoon, everyone. And thank you for joining us today, as we review our results for the third quarter. This, of course, is our first full quarter as a newly combined company. We formed WEC Energy Group on June 29 when we closed our acquisition of Integrys. I'll update you on our progress as a new company in…

And now we would like to take your questions. Your first question comes from the line of Jonathan Arnold with Deutsche Bank. Please go ahead. Gale E. Klappa - Chairman & Chief Executive Officer: Hi, Jonathan. How are you today? Well, Jonathan, I know it's tough. J. Patrick Keyes - Chief Financial Officer, Director & Executive VP: Or muted.

And Jonathan, please make sure your line is not on mute. Gale E. Klappa - Chairman & Chief Executive Officer: First-time caller, long-time listener I think. All right. Why don't we go to the next call?

Yes, sir. Your next question comes from the line of Julien Dumoulin-Smith with UBS. Please go ahead. Gale E. Klappa - Chairman & Chief Executive Officer: How's your mute button, Julien?

Hey. Good afternoon. I'm still here. Gale E. Klappa - Chairman & Chief Executive Officer: Good. How are you doing?

Quite well. Thank you. Perhaps just to kick off the conversation, the comment on the latter part of the decade, around the $1.5 billion, could you, one, elaborate around what would be driving that? What would the investment be? Where would it be oriented? And then also confirm for us, would that require equity or is the balance sheet in a sufficient place to deal with the incremental capital? Gale E. Klappa - Chairman & Chief Executive Officer: First of all, let me just reiterate, no expectation of additional equity, period. And then, in terms of the types of projects that we're seeing, we'll give you some really granular detail at the EEI Conference on the 10-year capital spending and on the uptick that we're seeing in the latter part of the decade. But let me just say, in general, we're seeing additional requirements, additional capital spending for upgrades and expansion particularly with natural gas in Wisconsin, and for that matter, in Minnesota. So, they're really infrastructure projects; they're the kinds of things we have been talking about. But as we looked across – as I mentioned, across the spectrum of projects now with the new combined company, we're really seeing infrastructure needs that are going to drive the capital spending higher. Now, if you recall, as we made the acquisition, we indicated that we would – our number one priority, if there were legitimate needed projects, would be to deploy some of our positive free cash flow to that type of investment. So, basically, what we're saying is that over the course of the last 120 days, as we've really refined our estimates and looked at the spectrum of projects, we're seeing higher capital spend out in those years, largely delivery networks, a lot of it gas.

Got it. Excellent. And then, let me cut back, and I know this is a little preempting next week a bit, but you talk about the fresh start, to use your words, does that impact the timing of the CapEx on the people side of the business, and perhaps what drove you to come to that conclusion? Can you elaborate a little bit on what exactly that means? Gale E. Klappa - Chairman & Chief Executive Officer: The answer is certainly for this year and for the near term, I wouldn't expect any change in the capital projections for Peoples Gas. And from the standpoint – and let me explain. There are only so many streets you can dig up in Chicago at one time. So in essence, we are physically limited as to how much progress you can make in any given year in terms of the gas-main replacement program of those 2,000 miles of pipes under the streets of Chicago. So that – I mean, there's a governing factor that is driven mostly by just the physical capability of how many streets can you dig up and repair. That's number one. Number two, related to the fresh start, I mean, as you may recall, there was a Commission-mandated audit of the management of the program. It was a rather critical audit. The prior management had outsourced the management of this project, and we really felt like bringing in an experienced construction management team was very important to the future of the project and to managing that project well. And that team has looked at the project controls and all of the other issues that they found, and that's why we've decided to go back with a fresh start, with a whole new bottoms-up analysis, and you will see when we file publicly on November 30 what our long-term cost projections are and what our immediate priorities will be.

Excellent. Thank you all. See you soon. Gale E. Klappa - Chairman & Chief Executive Officer: Look forward to it.

Your next question comes from the line of Jim von Riesemann with Mizuho Securities. Please go ahead. Gale E. Klappa - Chairman & Chief Executive Officer: How are you doing, Jim.

I'm good. How are you, Gale? Gale E. Klappa - Chairman & Chief Executive Officer: We're good.

Hey, I'm looking for some Bucks tickets. Know anyone who could get me some? Okay. On to more important topics. First thing, besides the Bucks, Trillium book value and the tax basis and what your expected uses of proceeds are? Gale E. Klappa - Chairman & Chief Executive Officer: We'll talk to Allen about that, but I believe the book value is around $130 million.

Okay. That's basically similar? Gale E. Klappa - Chairman & Chief Executive Officer: No, it's probably three-quarters of that.

Okay. Switching over to cash flow, I'm not trying to become a debt analyst, but the – and you guys over the years have been very helpful with earnings guidance and dividend expectations, but less so on the cash flow side of things. So when you look at your FFO productions, can you just book-end how much of that FFO comes from, say, Power the Future, and then if you add in Illinois, relative to the total FFO amount? Gale E. Klappa - Chairman & Chief Executive Officer: Jim, we don't have that kind of detail in the room with us today. I mean, we can...

Okay. Gale E. Klappa - Chairman & Chief Executive Officer: We can, off line, kind of give you some broad estimates, but we just don't have – I mean, we want to give you the right kind of answers. We just don't have that specificity in the room with us today. The entire brain thrust is here, but we don't have that kind of specificity.

Okay. And then are you seeing any – well, we'll talk about that offline. But as a follow-up to that, are you seeing any calls on your cash in the near term to intermediate term? Intermediate being defined as, say, two years to three years. This year, you did your pension contribution for the first time. Is there any changes with respect to like deferred taxes and the like? Gale E. Klappa - Chairman & Chief Executive Officer: Well, obviously, the short answer is no. However, there's going to be a lot of developments particularly towards the end of the year, and specifically related to whether or not Congress renews or extends bonus depreciation.

Right. Gale E. Klappa - Chairman & Chief Executive Officer: For many companies including ours, that's a very big number. Now, from a cash standpoint, we have not factored in the potential uptick of bonus appreciation, again, from a cash standpoint in 2016 or beyond. We're just very conservative from that standpoint. We're not going to make any assumptions until we see the legislation actually signed and in place. But those are very – those could be – that could be a very big swing.

No, I get it. Okay. And then the last question still on this debt analyst path, fixed debt versus variable debt. If I did my math correctly on the combined entity, the debt is basically entirely fixed that you have. I think there's a few resets that switch over to variable in the next three years to five years. But nothing really to get worked up about in the event that Fed finally decides to start moving rates. Is that correct? Gale E. Klappa - Chairman & Chief Executive Officer: Oh, gosh, yeah. I mean, the lion's share of our debt is absolutely fixed. You are correct. There are a couple of hybrid issuances, one at legacy WEC, one at Integrys, that could switch over in 2017 and 2016, 2017 for us, 2017 for legacy WEC, 2016 for Integrys that could switch over. But they switch over even if the Fed raised rates a little at incredibly low levels, like LIBOR plus 2.12%. I mean, so they're very competitive, if they do – when they do switch over.

Super. That's all I had. Thanks, guys. See you in Florida. Gale E. Klappa - Chairman & Chief Executive Officer: Look forward to it.

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

Hi, good afternoon, Gale. Gale E. Klappa - Chairman & Chief Executive Officer: Hello, Jonathan. Did that mute button sick?

There's some rumor I might have fallen asleep here. Gale E. Klappa - Chairman & Chief Executive Officer: We were that scintillating in the call, huh?

I thought I needed to refute that. Gale E. Klappa - Chairman & Chief Executive Officer: How are you doing, Jonathan, other than those naps are wonderful.

Yeah. So, one – just a couple of small things, your O&M, as we think about pro forma and where it came in, in the quarter. Is $500 million a quarter a decent run rate expectation, just as we're wrestling with the pro forma model? Gale E. Klappa - Chairman & Chief Executive Officer: We're looking at each other here. It's within the ballpark, maybe a hair high, but it's within the ballpark.

Okay. Thank you. And then, we have one other. Just as we think about TEG in fourth quarter and try unfolding that in, we're likely to see a dilution in Q4, or possibly accretion given the winter waiting? Gale E. Klappa - Chairman & Chief Executive Officer: So, I wouldn't think you'd see dilution in Q4, but remember, one of the reasons why, Jonathan, we're focusing on legacy WEC performance for the remainder of the year is there are – as we go through purchase price accounting, as we go through transition costs, as we go through any remaining acquisition costs, which should be very small at this point, there are a lot of moving pieces and a lot of one-time things that affect the Integrys performance financially from a reporting standpoint in the fourth quarter. So, again, we think it's almost fruitless to try to give you a GAAP number, and to concentrate on the GAAP number for the Integrys performance in the fourth quarter. Having said that, January 1, 2016 is combined company rock and roll.

So, from 2016, you're going to give – you're not going to keep doing this through the year after the close or anything like that? Gale E. Klappa - Chairman & Chief Executive Officer: Absolutely not. You will see combined results. That's what we will focus on. That's what we report. And Jonathan, that's what our earnings guidance that Pat just gave you for 2016 is based on.

Yeah. Good. Okay. Great. Well, thank you very much, and thanks for the insights. Gale E. Klappa - Chairman & Chief Executive Officer: You're welcome, Jonathan. J. Patrick Keyes - Chief Financial Officer, Director & Executive VP: (35:14).

Your next question comes from the line of Paul Patterson with Glenrock Associates. Please go ahead. Gale E. Klappa - Chairman & Chief Executive Officer: Hey, Paul.

Hey. How are you doing? Gale E. Klappa - Chairman & Chief Executive Officer: We're great. How about you, Paul?

I'm managing... Gale E. Klappa - Chairman & Chief Executive Officer: Now, the last time I asked about wonderful and award-winning, and you weren't quite there.

Well, I'm always striving. Always striving (35:34). Gale E. Klappa - Chairman & Chief Executive Officer: All right. Okay. We'll try to be helpful.

I want to turn to the accelerated main replacement program in Illinois. Gale E. Klappa - Chairman & Chief Executive Officer: Sure.

So now it looks like the projections are that it'll be considerably more CapEx, I would assume. Could you give us a flavor for how much we should be seeing annually that being driven by and just sort of the causation that we're seeing there and also the rate impact, I guess, cumulatively over this period of time? I mean, it just seems like a lot that we're reading about. Gale E. Klappa - Chairman & Chief Executive Officer: All right. And I appreciate you're asking the question. Let me clarify two or three very key points here. First of all, this was designed initially to be a 20-year program. When we walked into the door after the acquisition, there had been an estimate, a revised estimate made by the previous outsourced firm that the cost might rise to as much as, say, $8 billion over the 20-year period. I don't think the previous management had confidence in that estimate. We did not have confidence in that estimate. That's why we brought in our experienced team and another outside nationally known firm to basically take a complete bottoms-up review. Having said that, the legislation that enables this program to move forward with current and appropriate cost recovery caps the amount of capital spending on this program at roughly $250 million a year. From what I have seen personally over the last 120 days, it would be extremely difficult. I mentioned earlier there are only so many streets you can dig up, and you can't do a lot of this work in the dead of winter. So, from a weather standpoint and just a sheer congestion and major city standpoint, I don't think you could technically just physically spend much more than about $250 million a year anyway. So, I wouldn't make the assumption. I think it'd be an inappropriate assumption that we would be spending much more on that advanced main replacement program in any given year than $250 million to $300 million.

Okay. Gale E. Klappa - Chairman & Chief Executive Officer: Does that help, Paul?

It does help. And I guess in terms of that $8 billion number which clearly you guys are reviewing, I mean, when do you think we're going to get or when will you guys get a better idea about what the – would you be able to share with us what you think the actual number will be? And I'm just wondering, I mean, you talk about digging up streets and stuff. I mean, there are some things that you hear about and which you could do things without digging up the street, if you follow me, in terms of like liner or stuff and what have you, I don't know. I'm just wondering whether or not... Gale E. Klappa - Chairman & Chief Executive Officer: We're going to try fracking down there.

Well, that will solve some transportation issues. Gale E. Klappa - Chairman & Chief Executive Officer: That'll solve the problem, exactly. I mean, there are – there's something called keyhole technology which we are experimenting with right now. But having said that, just the sheer logistics, I would still believe that given the weather constraints and the sheer logistics, we're probably physically capped at the $250 million to $300 million a year. Now, you asked, when are we going to see more specific estimates? Well, the date is November 30. We've promised the Illinois Commerce Commission that we will file on November 30, our longer-term cost estimates for the 20-year period. Now, as you know, trying to estimate precisely the cost of the construction program that is going to span 20 years, you know the only thing we're going to be is wrong. So, we will probably give a range of values. We'll probably have a low case, a medium case, and a high case. And then I would expect that what we will really focus on is, okay, those are projections but what are we going to do in the next three years to make the most progress in getting that natural gas delivery system as safe and efficient as possible? I think you'll see a broad range for a lengthy period of time, so low case, high case, medium case. And then we will really focus on what we plan to do in the next three years and what the cost of that is, and what the progress will be. And all of that look forward to November 30.

Okay. Gale E. Klappa - Chairman & Chief Executive Officer: Now in terms of rate impact, and I think – I'm glad you asked that question. The legislation basically caps at that $250 million to $300 million a year. Caps consumer rate increases at an average of 4%. But it's very important to understand what that 4% is based on. That 4% is based on what we call base rates. So, base rates make up like less than a third of a residential customer's gas bill. The rest is the commodity. So we're not talking about tremendous rate pressure here. We're talking about 4% off of – we're talking about basically 4% on a third of the total customer bill each year.

Okay. Great. And then I guess just, when you say the 20 years, I mean this project's been going on for some time. I mean... Gale E. Klappa - Chairman & Chief Executive Officer: Not really.

...or it hasn't? Because I mean, so we're not talking 2030, or are we talking – what is the date and time we're talking about I guess? Gale E. Klappa - Chairman & Chief Executive Officer: Officially, I mean there was some work done I think in 2012 and 2013, but basically under the legislation, really March 2014. I think that the hope was that a lot could be accomplished by 2030. Again, we're taking a hard, fresh bottoms-up look at this, but we're talking about a very extensive period of time. And the one thing – and I've spent a lot of time personally in Chicago with the team over the last couple of months, and the one thing that is very clear to me is that from the Mayor's office to the common council to the Illinois Commerce Commission, there is outstanding and common agreement that this program has to move forward. It has to be done efficiently. It has to be managed well, but Chicago has to have the modern efficient system that it deserves.

Okay. Thanks so much. Gale E. Klappa - Chairman & Chief Executive Officer: You're more than welcome, Paul.

Your next question comes from the line of Michael Lapides with Goldman Sachs. Please go ahead. Gale E. Klappa - Chairman & Chief Executive Officer: Rock and roll, Michael. Michael Jay Lapides - Goldman Sachs & Co.: Hey, Gale. Congrats on a good quarter. Real quickly, just when you think about transmission spend and the CapEx change at ATC, can you frame how much of the near-term, meaning the next two to three years, has changed relative to what was prior – previously in the public domain? J. Patrick Keyes - Chief Financial Officer, Director & Executive VP: There's very little change. I mean, when you look at 10-year plan to 10-year plan, Michael, there's really very little change in the frontend. I'm sure you've seen these – if you look at the 10-year estimates, the previous estimates were in the range of $3.3 million to $3.9 million. The new estimates are in the range of $3.7 million to $4.5 million. So over a 10-year period, they're talking about somewhat more capital spending. But in the very short term, which I think was the source of your question, two years to three years, not seeing a heck of a lot of change, which is kind of what you would expect, because these projects take a long time to get approved and then they're typically multi-year in nature. Michael Jay Lapides - Goldman Sachs & Co.: And when you think about the next two to three, three to four years at ATC, how much of those projects have already received siting, already received permitting, are kind of close to shovel-ready or are virtually shovel-ready now? Allen L. Leverett - President & Director: Well, I would say anything two years out is virtually... Gale E. Klappa - Chairman & Chief Executive Officer:…

Your final question comes from the line of Paul Ridzon with KeyBanc. Please go ahead. Gale E. Klappa - Chairman & Chief Executive Officer: Hello, Paul. How are you today?

Well, Gale. Yourself? Gale E. Klappa - Chairman & Chief Executive Officer: We're doing well. (46:04).

Oh, yeah. You got me, I'm not going to go there, okay? Now, that you've had kind of a few months to digest the transaction, can you kind of give us an update on maybe what you're seeing as potential synergy opportunities? Gale E. Klappa - Chairman & Chief Executive Officer: Well, let me start by saying that we really have not had any major negative surprises. Essentially, I think we did a good job of due diligence in what we're seeing in terms of the best practices, in terms of driving costs down, in terms of more efficient operations. I think all the potential we saw is really there. So, I would first say the one upside for the past 120 days is the clear identification of infrastructure upgrades beyond what we thought in our due diligence and that led to what I discussed about the higher capital spending on rate base opportunities here in the latter part of the decade. In terms of cost reductions, remember this transaction was far more about growth than about cost reductions. The cost reductions we have estimated basically will be needed in any given year to help us make sure we earn our allowed rates of return. So, again, I don't want to make – I want to make sure that no one is thinking that there are going to be huge cost savings that are then going to somehow result in earnings above the allowed rates of return. That's not the plan, and that's not what we're seeing. I will say this, though, I think long term, there will be significant and tangible savings. There's no question about that. And even in Wisconsin, let me reiterate what we said earlier, and that is over the next 10 years, I see in a combination of capital cost savings and O&M savings, at least $1 billion of cost savings. Again, that's a combination of capital and O&M. And the first tangible result of that was when we were able to – with the Commission's approval, we were able to take off the table the need for Wisconsin Public Service to build a Fox 3, which was a combined cycle natural gas unit that had been planned. And that's a $600 million investment that we can postpone for a very long time. So that's a tangible savings for customers right there. We will see, over time, for example, in just having to build only one, and it's being built by Integrys right now, only one new major customer information and billing system, the project is called ICE, and those projects are about $120 million, $150 million a pop. Well, we're only going to need to build one of them, and that's being built right now. So, you can see all across our operations how we can drive cost savings over time. I hope that responds to your question.

It does. And can you – for a while, it seemed as though mining frac sand had some upside to it. What's the status of that industry? Gale E. Klappa - Chairman & Chief Executive Officer: We have about 110 frac sand, mining or processing operations in the Western part of Wisconsin. That is up from literally 10, five years ago. So that industry literally has just burgeoned over the course of the past five years, 10 to 110. Now, those 110 operations because of the price of oil, and lesser demand for frac sand, those operations are down. I think we're seeing about – of those we are serving today with natural gas, about an 11% decline this year in their natural gas demand. However, we were not serving anywhere near all of those 110 operations because we didn't have the infrastructure backbone to support that. I mentioned earlier, that our West Central Gas expansion project is now complete; that 85-mile line. That will allow us to sign up more of those operations. So, we're going to see growth in the therms that we deliver to that industry in Western Wisconsin over time, simply because we weren't serving that many of them during the boom times. As I said, they are down about 11% in terms of therms now, but we're going to be serving more of them, now that we have completed the West Central line. In fact, one of the major frac sand operators has just signed a contract with us to switch over from propane to natural gas. And remember, the ones we're not serving now are basically drying their sand with propane and their preference would be to move to less costly, more predictable natural gas. Does that respond to your question?

Perfectly. And then, lastly, just on the fresh look on main replacement, which way do you think that $8 billion number goes? Gale E. Klappa - Chairman & Chief Executive Officer: When we have a firm number and file it on November 30, you'll be the first to know.

I look forward to your call. Gale E. Klappa - Chairman & Chief Executive Officer: Terrific. Thank you very much.

Thank you.