Meghan Geiger Beringer - Director-Investor Relations Charles E. Jones - President, Chief Executive Officer & Director James F. Pearson - Executive Vice President & Chief Financial Officer Donald R. Schneider - President, FirstEnergy Solutions (FES), FirstEnergy Solutions Corp. Leila L. Vespoli - Executive Vice President, Markets & Chief Legal Officer K.

Jon Taylor - Chief Accounting Officer, VP & Controller.

Shar Pourreza - Guggenheim Securities LLC Neel Mitra - Tudor, Pickering, Holt & Co. Securities, Inc. Jonathan Philip Arnold - Deutsche Bank Securities, Inc. Julien Dumoulin-Smith - UBS Securities LLC Paul Patterson - Glenrock Associates LLC Gregg Orrill - Barclays Capital, Inc. Greg Gordon - Evercore ISI Christopher J.

Turnure - JPMorgan Securities LLC Paul T. Ridzon - KeyBanc Capital Markets, Inc. Steve Fleishman - Wolfe Research LLC Praful Mehta - Citigroup Global Markets, Inc. (Broker) Michael Lapides - Goldman Sachs & Co. Charles Fishman - Morningstar, Inc. (Research) Anthony C. Crowdell - Jefferies LLC Raymond Leung - RBC Capital Markets LLC.

Greetings and welcome to the FirstEnergy Corp. Second Quarter 2016 Earnings Conference Call. At this time all, participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms.

Meghan Beringer, Director, Investor Relations for FirstEnergy Corp. Thank you Ms. Beringer. You may begin..

Thanks, Tim, and good morning. Welcome to FirstEnergy's second quarter earnings call. Today, we will make various forward-looking statements regarding revenues, earnings, performance, strategies and prospects. These statements are based on current expectations and are subject to risks and uncertainties.

Factors that could cause actual results to differ materially from those indicated by such statements can be found on the Investors section of our website under the Earnings Information link and in our SEC filings. We will also discuss certain non-GAAP financial measures.

Reconciliations between GAAP and non-GAAP financial measures are also available on the website. Please note that we have also provided a slide presentation that will follow this morning's discussions.

Participants in today's call include Chuck Jones, President and Chief Executive Officer; Jim Pearson, Executive Vice President and Chief Financial Officer; Leila Vespoli, Executive Vice President, Corporate Strategy, Regulatory Affairs and Chief Legal Officer; Donny Schneider, President of FirstEnergy Solutions; Jon Taylor, Vice President, Controller and Chief Accounting Officer; Steve Staub, Vice President and Treasurer; and Irene Prezelj, Vice President, Investor Relations.

Now I'd like to turn the call over to Chuck Jones..

Good morning, everyone. Thanks for joining us. Since our call in April, we have continued to take aggressive steps to position FirstEnergy for stable, predictable and customer service oriented growth that will benefit our customers, employees and shareholders.

We're making steady progress on our strategic initiatives in our regulated businesses and we've had to make difficult, but necessary decisions to address the effects of challenging market dynamics on our Competitive business.

Today, Jim and I will discuss these developments, our second quarter earnings and the 2016 guidance that we published last night. We have a full agenda and we want to ensure there's plenty of time for your questions at the end of the call, so let's get started.

Yesterday afternoon, we reported a second quarter GAAP loss of $2.56 per share, primarily reflecting asset impairments and plant exit costs of $2.99 per share at our Competitive business segment, which I will discuss in a moment.

On an operating earnings basis, our results for the second quarter were a solid $0.56 per share, which is in line with our expectations. Jim will provide more detail on our financial results. Looking at the full year, as you know, we had hoped to provide 2016 guidance that would include the final impact of our regulatory outcome in Ohio.

However, given the Ohio procedural schedule, we decided to provide guidance now that excludes any potential impact of that case. This is consistent with our desire for transparent communications and also provides our employees with clear financial goals for the remainder of the year.

On a GAAP basis, we expect a loss for the full year of 2016 in the range of negative $0.75 to negative $0.55 per share. Our operating earnings guidance range for 2016 is $2.40 to $2.60 per share, which includes up to $500 million in additional equity this year. This range is in line with current consensus estimates that exclude any impact from Ohio.

Again, the difference between GAAP and non-GAAP primarily reflects the second quarter charges at our Competitive business. Jim will provide more details on our 2016 expectations for each business segment, including adjusted EBITDA for our Competitive business. In our Ohio EPS IV case, we expect to complete hearings next week.

The remaining schedule is expected to provide for a potential final order from the PUCO in the September or October timeframe. The hearing is focused on the modified Rider RRS proposal that we filed in May, as well as the PUCO staff testimony, which proposed a Distribution Modernization Rider.

Neither of these alternatives include a purchase power agreement tied to Davis-Besse, Sammis or any other plant in our fleet. Moving to other regulatory matters, you'll recall that in April we filed new rate request for our four utilities in Pennsylvania and for JCP&L in New Jersey.

We received a procedural schedule for the Pennsylvania case with hearing starting on September 6. As always, we look forward to beginning settlement discussions on the Pennsylvania cases. In New Jersey, our rate request has moved to the Office of Administrative Law and we are awaiting the procedural schedule.

In our Transmission business, we continue to make progress on our Energizing the Future initiatives and we were pleased last week to receive Pennsylvania Public Utility Commission approval to move our Met-Ed and Penelec Transmission assets into our new affiliate company Mid-Atlantic Interstate Transmission or MAIT.

This new standalone transmission subsidiary is structured to help facilitate investments that can improve service reliability for these utility customers. In New Jersey, we are also making progress to bring certain JCP&L assets into that subsidiary. A procedural schedule was recently issued with hearings beginning in late October or early November.

Finally, we continue to review the competitiveness of our generation fleet in light of week power prices, the low capacity auction outcome in May, and an anemic demand forecast.

As you know, last Friday we announced our intent to either sell or deactivate the 136-megawatt Bay Shore plant by October of 2020 and to deactivate Units 1 through 4 of the Sammis plant in May of 2020.

This resulted in a pre-tax impairment charge of $640 million, as well as coal contract termination and settlement costs of $58 million associated with retired and deactivated units.

In addition, based on the low results of the most recent PJM capacity auction for the 2019, 2020 planning year, as well as our updated long-term fundamental pricing model, we recognized an $800 million pre-tax goodwill impairment charge, which represents the total amount of goodwill at our Competitive segments.

We also recognized valuation allowances of $159 million against state and local NOLs or net operating loss carry-forwards, given our current projections and statutory limitations on the utilization of NOLs at the state and local level. No valuation allowances were necessary for our federal NOLs.

Our country has completed the deactivation of more than 40,000 megawatts of coal-fired generating capacity in the last six years with about 40 plants scheduled to close this year alone. Since last fall, the industry has announced the planned retirement of 7 U.S.

nuclear stations, totaling nearly 8,000 megawatt of generating capacity, with most of these units closing within the next three years. We believe it is critical for our country to maintain baseload generation, especially zero-emission nuclear and even coal, which we believe offers greater fuel security than natural gas.

And we plan to continue to advocate for competitive reforms that ensure wholesale markets to adequately value existing baseload generation. At this time, however, we do not see any short-term solutions to the current challenging market situation.

Longer-term, we do not believe competitive generation is a good fit for FirstEnergy and are focused regulated operations. And we cannot put investors and our company at risk as we wait for the country and PJM to address the issues with the current construct.

We will continue to seek opportunities both within the competitive realm and the states to further de-risk the business and convert megawatts from competitive markets to a regulated or regulated-like construct. In particular, we will monitor legislative efforts to maintain important baseload generation in various states, including Ohio and New York.

We also plan to work with the West Virginia Public Service Commission when they are ready to address the generation shortfall included in Mon Power's integrated resource plan.

I continue to believe that those companies that own generation, transmission, and distribution in a vertically-integrated or other type of fully-regulated model are best situated to provide reliable and affordable service to customers now and in the future. And one of our goals has been to keep as much of our current generation fleet viable.

But given the market conditions, we will look at all alternatives that are constructed from a balance sheet and cash perspective, including the possible sale or deactivation of additional units. As I've stated many times, FirstEnergy's earnings are now more than 80% regulated and our long-term goal is to operate as a fully-regulated utility company.

We continue to expect our Competitive segment to be cash flow positive each year through 2018 and our generation team continues to look for cost savings given the current environment.

They have already identified an additional $80 million of fossil fleet cost reductions each year in 2017 and 2018, beyond those identified as part of last year's cash flow improvement project. These savings will help offset the further erosion in power prices.

In addition, we plan to delay the Beaver Valley unit two steam generator replacement from 2020 to 2023, given the solid condition of the existing steam generator. Our Competitive business will continue to invest in its nuclear units in order to maintain safe and reliable operations and improve overall performance.

At the fossil fleet, market conditions will influence our capital investments, with current conditions favoring limited investments. We do not intend to infuse additional equity into our Competitive business in order to support credit ratings.

As you know, following our announcement of the asset impairments and plant exit costs last Friday, S&P put FirstEnergy Solutions, Allegheny Energy Supply and Allegheny Generating Company on credit watch. We held constructive meetings with both S&P and Moody's earlier this week.

We expect both agencies to review our competitive entities at committee meetings in the near future, which may result in non-investment grade credit ratings for those entities. This could result in potential collateral calls of up to $300 million. However, our available liquidity of about $3 billion would be more than adequate to cover such calls.

We remain committed to maintaining investment-grade ratings at all of our regulated businesses and to improving FirstEnergy Corp.'s metrics in line with our earlier disclosures.

And we remain firmly focused on positioning our company for success through a customer-focused strategy that is designed to provide continuous service reliability and timely recovery of our investments. We believe the actions we have outlined today will build a stronger FirstEnergy for our employees, customers and investors.

Now, I'll turn the call over to Jim..

Thanks, Chuck, and good morning, everyone. I will remind you that detailed information about the quarter can be found in the consolidated report that was posted to our website yesterday evening. And as always, we welcome your questions during the Q&A or following the call.

As Chuck mentioned, asset impairments and plant exit costs of $2.99 per share drove our second quarter GAAP loss of $2.56 per share. Chuck also indicated that our pre-tax impairment charge for the closure or deactivation of Units 1 through 4 at Sammis and the Bay Shore plant were $640 million. That number is actually $647 million.

A full listing of the special items can be found on page one of the consolidated report. On an operating earnings basis, our results were $0.56 per share, a solid second quarter and in line with our expectations across all three segments.

Earnings in our Distribution business decreased as a result of higher retirement benefit costs and lower distribution deliveries, associated with a decline in average customer usage. These factors were partially offset by the effect of rate increases in Pennsylvania that were implemented in May 2015.

Total distribution deliveries decreased 1.7% compared to the second quarter of 2015, with a 1.5% decrease in residential sales and less than a 1% decrease in commercial sales. Weather-related usage was essentially flat compared to last year. Sales to industrial customers decreased 2.7%, similar to last quarter.

Continued growth in the shale gas sector was more than offset by lower usage from steel and coal mining activity. However, this quarter also reflects a number of temporary shutdowns from industrial customers that should come back online later this year, based on our discussions with several large customers.

In our Transmission business, earnings decreased due to ATSI and TrAIL's annual true up to their formula rates, reflecting an adjustment to true-up revenue based on estimated recoverable cost to actual cost, a lower ROE at ATSI that went into effect this past January, and lower capitalized financing costs.

These factors were partially offset by higher rate base at both ATSI and TrAIL.

In our Competitive business, solid second quarter operating earnings reflect an increase in commodity margin, which primarily benefited from lower purchase power expense, higher wholesale sales related to a larger open position, higher capacity revenues, driven by increased capacity prices, lower transmission charges and lower fossil fuel expense.

Contract sales volume decreased consistent with our hedging strategy. Let's now move on to some details surrounding our 2016 operating earnings guidance of $2.40 to $2.60 per share.

This reflects six months of actual results and assumes normal weather for the remainder of the year, although, July has been quite warm across most of our service territory. First, we'd like to point out that consensus estimates have a very wide range in 2016 of more than $0.50.

Several analysts still include the benefit of a PPA, along with varying amounts of equity. When you adjust for these disparities, our 2016 operating earnings guidance is in line with consensus.

At the regulated utility business, we're expecting 2016 operating earnings of $1.74 to $1.82 per share, with a mid-point of $1.78, which is slightly higher than 2015 weather-normalized operating earnings of $1.76 per share.

We expect share dilution of $0.04 at the distribution segment related to approximately $600 million of total equity this year, including about $100 million in our annual program related to employee benefits and our stock investment program.

Ongoing expenses such as pension, OPEB, depreciation and taxes and the full-year impact of the New Jersey rate case resolved last year, are offset by the impact of Pennsylvania rates that went into effect May of 2015 and higher revenues resulting from the increase in the Ohio DCR.

Residential and commercial sales are expected to decrease this year as customer growth is offset by lower use per customer, driven predominantly by the adoption of energy efficient technologies, most notably LED lighting.

Likewise, the industrial sector is expected to be flat to slightly down this year as growth from the shale sector is offset by steel and related industry slowdowns. The earnings guidance materials published to our website last night include more details on our expectations for load by state and by sector.

At our Transmission segment, we expect a slight up lift over 2015 due to the favorable impact of higher revenues associated with increased rate base at ATSI, up $2.1 billion versus $1.7 billion in 2015. This is partially offset by ATSI's lower return on equity of 10.38% compared to 12.38% in the first half and 11.06% in the second half of 2015.

In the Competitive business, we have essentially closed our 2016 targeted forward sales with 64 million megawatt hours of committed sales. 8 million megawatt hours will remain open to market prices for the remainder of the year. Our 2016 adjusted EBITDA for the Competitive business is $850 million to $950 million.

Positive drivers include one less nuclear outage and the benefit of the cash flow improvement program. Lower capacity revenues associated with lower auction clearing prices beginning in June 2016 will reduce commodity margin year-over-year, and increase pension costs and depreciation due to a higher asset base are the main negative drivers.

At Corporate, an increase in the effective tax rate to 38% in 2016 compared to 36% in 2015 combined with higher interest expense from higher rates on the FirstEnergy revolver and term loan are the primary drivers.

Finally, we remain focused on efforts that complement FirstEnergy Corp's balance sheet so that we can continue our Energizing the Future transmission program, which is in its third year with nearly $3 billion spent so far.

After we have an order in Ohio, we hope to be in a position to provide an update on our business outlook at EEI that would include capital plans for our Energizing the Future program, as well as our distribution and generation businesses. We also hope to be in a position to provide 2017 guidance and our financing plan.

As Chuck said, we had a productive and solid first half, and we remain committed to creating long-term value for our shareholders. Now I'd like to open the call for your questions..

Thank you. At this time, we will be conducting a question-and-answer session. Our first question comes from the line of Shah Pourreza of Guggenheim. Please proceed with your question..

Good morning, Chuck and Jim..

Good morning..

Good morning..

So, Chuck, in your prepared remarks, clearly somewhat of a change in strategy around the merchant business and obviously you could tell from your tone that frustration has gone to a peak level here. When – I guess the first question is around the assets.

Is there other assets you can sort of highlight that could be potentially rationalized? And then is there a point in time where you sort of capitulate with this business, either move it to non-core or even discontinued operations at this point?.

Well, first, I don't think there's been any change in strategy. I think since last January, we've been talking about FirstEnergy's focus on regulated operations, and I have talked about that Competitive business as – obviously we own a merchants generation business.

We've been trying to situate it to run it more utility-like, if you will, and I think that's paying off this year. We had a very hot period in June and while we're not here today to talk about third quarter results, very hot July and the strategy where we're keeping some reserve margin in that generation to protect us against rising loads is working.

I think we're running it very reliably and we're making it such that it's a fairly predictable business for us, even in the market that it's in. Unfortunately, the predictability is such that it's going to continue to decline in terms of the contribution it makes to the company as a whole, both in the capacity market and in the energy market.

And is it frustrating that we're shutting down tens of thousands of megawatts of generation in our country that's got life left in it because of the way this market is working and that we're ignoring the fact that we have to build more transmission in order to allow the grid to work the right way when we replace it with natural gas generation that is what I call being built as energy conversion factories, not being built to serve customers, that is very frustrating to me.

But nonetheless, I think we are doing the things we need to do as a company to make FirstEnergy strong even with the current merchant business that we have today.

I said in my remarks that we will look at every option that's available to us that is positive from a cash and credit perspective to move out of that business over time, and that's our goal, and that's kind of always been where we've been at..

Got it. That's helpful. And then just on the option side, I know AEP certainly talked a lot about restructuring legislation that they're going to be going after not reregulation but restructuring. And they did highlight that they're engaged stakeholders.

So curious, is this sort of something that you're joining AEP with? Are you one of the stakeholders? Just some color there would be good..

So, right now I think we've got a bigger issue in Ohio we're working on and I think it's important that we keep our regulatory and legislative and legal teams focused on that issue, and that's what we're going to do. I'm aware of what AEP is proposing. I think it's a very creative approach.

I think it helps solve some of the issues that we have with making sure we have reliable capacity going forward in the right places without having to build transmission on top of it, and I'm pulling for them. At the right time, we may join in with them in that effort, but at this point in time we're not actively involved in it.

We're trying to get our ESP case done..

Got it, got it.

And then just lastly, that's helpful, when you think about sort of your forward equity needs, not to right-size the balance sheet as a result of whatever happens with Ohio, but more from a growth perspective, should we just, going forward beyond 2016, assume 50%-50% cap structure on your transmission initiatives?.

From our side, we'll look at probably capitalizing the Transmission segments, where the rates are set at a 60% equity level. Initially MAIT, we will have it at a 50%-50% cap structure. Now, obviously at the holdco level of transmission, we will have a cap structure that's a little higher than that on the debt side.

But that's how I would think about it going forward..

Excellent. Thanks Jim and Chuck..

Our next question Neel Mitra of Tudor, Pickering, Holt. Please proceed with your question..

Hi. Good morning..

Good Morning..

Good Morning, Neel..

I just wanted to understand the – how you're looking at the investment-grade metrics for the company. Are we to think that – you're obviously going to keep the utilities investment grade.

It seems like you're willing to let the merchant business go to sub-investment grade, but what about the holdco or the parent? Do you plan to keep that investment-grade alongside the utilities?.

Absolutely and I said that in my prepared remarks..

Okay.

And then when we look to the merchant business, is it still free cash flow positive in the outer years with the latest capacity price print and just where the forwards are right now?.

It's cash flow positive through 2018 and we haven't talked to you about beyond that..

Okay.

And if you were to require more capital just for the plants with CapEx, would a sub-investment-grade entity be able to access more capital? And would you look to access capital from the markets to fund the GenCo markets if it was needed? Or would you continue to find ways to basically rationalize the fleet?.

I'll let Jim answer the question in detail, but I think we're confident we can raise whatever we need in order to keep that business going in terms of refinancing existing obligations. I do not see us leveraging that business more in order to keep it going..

Yes, this is Jim, Neel. I'd agree with Chuck. As we said, that business is expected to be cash flow positive each year through 2018. We're coming through the end of our construction phase. We'll be done with most of our match expenditures. Mansfield dewatering facility will be completed.

And as we said, we are going to move the refueling – or I mean, the Beaver Valley-2 steam generator and head replacement out to 2023. In addition, we have a $1.5 billion credit facility at the competitive side that we have not used. So I don't think funding that business will be any issue.

However, we are going to be very focused on the capital investments and we don't intend to make any investments, especially on the fossil slide, unless it's for safety or to preserve our options going forward..

Okay, great. And one last quick question.

We're going to get hopefully the Ohio decision wrapped up in September and is the plan to kind of release the longer-term capital needs plan at EEI or is there an Analyst Day separate from that where you plan to do that?.

Well, I would say this. We are committed to telling you what this company looks like once we have the Ohio case done. If the timing works out for us to do that at EEI, then we'll do it at EEI.

If the timing doesn't work out for that, then we'll have a meeting that's specifically designed around telling you the outcome and what it does to our company, whether it's an Analyst Meeting or how we do that, but yes, we're going to communicate that to you as transparently as we can..

Okay, great. Thank you..

Before we move on to the next question could I ask that all of the analysts limit their questions to just one. We have a lot of people in the queue and I'd like for us to be able to get through to everyone today..

Our next question comes from the line of Jonathan Arnold of Deutsche Bank. Please proceed with your question..

Yeah. Good morning, guys.

So, just can I ask about the strategy on holding investment-grade of the parent, and you obviously have just reiterated that's a priority, and how we should view the $500 million of equity you're doing in 2016 in that context? And let's just say if you don't get some help, what you're looking for from Ohio, can you help us think about what that scenario looks like?.

Well, I don't think you should think about the $500 million. I mean we told you we're going to issue $500 million of additional equity this year. Jim mentioned, we've already invested over $3 billion in transmission growth capital with another billion planned next year. You all look at those numbers the same as we do.

I'm not going to speculate on an outcome in Ohio right now. When we know that outcome, we will know what the impact it has on our credit ratings and then we'll do what we need to do.

We've got a number of other strategic options that we can execute that we will, but I think it's premature to talk about what all of those could or could not be until we see where we land in Ohio..

Okay, great. Thank you..

Our next question comes from the line of Julien Dumoulin-Smith of UBS. Please proceed with your question..

Hey, good morning..

Good morning, Julien..

Hi, Julien..

So I want to just clarify the necessary metrics you need to get to.

What do the agencies tell you in terms of the 14% FFO to debt versus the 11% at Moody's and perhaps 12% at S&P? So just curious, to what extent does the current equity plan get you to something that keeps you investment grade? And also perhaps a further nuance to the follow-up I'll just ask now, is S&P potentially enabling a two notch difference between your holding company and your opcos?.

Well, first of all, when we met them earlier this week, they told us, you guys all talk to them a whole lot more than we do. So I think it's pretty obvious out there what they expect us to get to.

And in terms of how we're going to get there, I just said the Ohio ESP is a big piece of the puzzle that we have to get answered before we can talk about what the next steps of the puzzle are.

I think it's likely that both of the agencies are going to publicly say what their expectations are here in the near future both for the Competitive business and for the rest of this company. But we're focused on keeping our investment-grade credit ratings at the holding company and for every one of our regulated entities..

But said differently, just to be very clear about it, in terms of the metrics that you're targeting, are you and the agencies talking about a shift in the business risk profile? And are they ready to buy into that sort of in the near term, if you will?.

Hey, Julien. This is Jim. I would think that the expectation is that we'd need to achieve a FFO at 14% at this point. And they would not be looking to change that in the near-term..

Got it. All right.

And that's probably an eventual target?.

Yes..

Great..

As Chuck said, we ultimately intend to be a fully-regulated company..

But you can hit that FFO with the – depending what comes out of Ohio in this $600 million in equity?.

Yes. We can..

Okay..

We've got to wait and see what comes out of Ohio, as Chuck said..

Got it..

Our next question comes from the line of Paul Patterson of Glenrock Associates. Please proceed with your question..

Good morning.

How are you?.

Good morning..

Just – on the credit rating, I mean, normally when I think of credit rating, I think of the senior unsecured credit rating as what sort of the focus counterparties have and what have you. And clearly, that's not what you guys are focused on, given that we already are at below investment-grade at the senior unsecured.

Is there any concern about the senior unsecured? Or is it simply focused at the issuer level? And why the focus at the issuer level as opposed to senior unsecured, which is what I normally think of as being the metric that people are – that the rating that people are actually – the counterparties are focused on? Do you follow me?.

Yes, we follow you. From our standpoint, we're not expecting that we're going to issue any more senior unsecured debt. So, I think the way we're looking at it, Paul, is we want to at least maintain where we're at right now. And our goal would be at the S&P level to get the corporate credit rating ultimately notched up one.

That would also notch up our senior unsecured. From a Moody's standpoint, we are already at investment grade. So that's the way we're thinking about it..

Okay. Okay. And I guess that's my question. I realize you guys are time limited. Thank you very much..

Our next question comes from the line of Gregg Orrill with Barclays. Please proceed with your question..

Yes. Thank you. I realize you're in a case in Ohio.

The – can you talk about sort of the implications if the outcome ends up being something along the lines of the staff recommendations and how you would view that?.

Well, we just filed our rebuttal testimony and attempted to point out what we thought some of the potential things that the staff missed in their testimony might be. I think some of those are pretty obvious.

And even the commission staff in their testimony agreed that there were adjustments that were made or need to be made to the initial number they came out with. So I'm going to answer this question the way I've always answered. I'm not going to speculate about things that we don't know about.

So we've got another couple of months to get through this case in Ohio. We've been waiting patiently for two years and three months to get to an outcome here. And with only a couple of months left, I'm not going to start guessing at what the outcome is. We're going to get the outcome.

We're going to deal with that outcome, and then we're going to move forward and we're going to move forward in a way where we expect to maintain investment-grade credit for our holding company and all of our regulated entities..

Thank you..

Our next question comes from the line of Greg Gordon with Evercore ISI. Please proceed with your question..

Hey, guys. Sorry to repeat the question.

But Jim, that 14% target, is that the Moody's target or is that the S&P target or is that both?.

The 14%, that's the threshold that Moody's has designed. From our standpoint, we're targeting at 14.5% to 15% of FFO. But the 14% is Moody's..

Right. And you're also expecting rate relief in Pennsylvania and New Jersey along with hopefully a constructive outcome in Ohio. So as we think about cash flows going into 2017 and beyond in the regulated businesses, you're making assumptions with regard to the improvement in cash flow from all three of those things, right....

That's correct, Greg..

...the equity issuance to get you to that number?.

Yes, that would get us above the threshold that they've set. But again, our target is 14.5% to 15%..

Right.

And that does not presume any further equity needs post 2016? Or that's sort of an iterative question relative to the total amount of rate relief you receive?.

I think it's an iterative question. We'll continue to do the employee benefit program and stock investment program. But as Chuck said earlier, I think there's a big piece of the puzzle that still has to fall into place before we have any further consideration there..

Okay.

One last quick thing, the $500 million you're going to issue, is that going to be issued into the pension plan or would that be issued directly to the public?.

As we said, this $500 million that we expect to issue, we expect to contribute that equity to our qualified pension plan..

Got it. Thank you..

Our next question comes from the line of Chris Turnure of JPMorgan. Please proceed with your question..

Good morning, Chuck and Jim. I don't think you covered this earlier. Maybe you could give us color on the units that were shut at Bay Shore and Sammis or are targeted to be shut and kind of where they're running right now on a kind of earnings contribution and cash flow contribution basis..

The units that we shut down or said that we were going to deactivate by 2020 was just Unit 1 at Bay Shore, the only unit we have, and it was Sammis 1 through 4 at Sammis. We've never disclosed what those would be from an earnings standpoint.

But when you look at the total, including the capital that we would have to invest and the revenues net of their operating expenses, it will make us improve our cash flow going forward. And that's essentially the reason we decided to deactivate those units..

Great. Thanks. That's all I had..

Our next question comes from the line of Paul Ridzon of KeyBanc. Please proceed with your question..

Most of my questions have been answered, but what's the timing on the equity and have you baked July weather into your guidance?.

We have not baked July weather into the guidance. As I said in my comments on the script though, July was a very warm month and our plants ran very well. So, I would expect that we will have some weather improvement in July. As far as the equity, we really can't comment on the timing of the equity transaction.

However, I can tell you our earnings guidance is conservative and assumes dilution starts in the earlier part of the second half of 2016..

Thank you..

And we've planned normal weather for the rest of the half – the second half of the year in our guidance numbers..

Got it..

Our next question comes from the line of Steve Fleishman with Wolfe Research. Please proceed with your question..

Yes. Hi. Good morning. Just a question on the 2016 guidance. Could you give us a sense, either specific or more high level, how you're doing against your kind of allowed ROEs in your key jurisdictions within the guidance in 2016? Are you kind of earning in line, are you under-earning a decent amount? Any help from that standpoint..

Steve, this is Jim. From my standpoint, I would say in all of our jurisdictions, we will be earning right in line with the authorized ROEs. And as you know, a few of the jurisdictions, they have what's called black-box settlement, where they don't come out and particularly say exactly where it is.

But with the filing we have in New Jersey, the four utilities in Pennsylvania, where we are in Ohio that essentially covers all of our utilities with the exception of Maryland and West Virginia. And we just had the filing in West Virginia a little over a year ago. And Maryland, we're seeing some load growth there.

So, I would say we're earning right in line with all of our ROEs..

Okay, I'm sorry, I just want to clarify though because I was asking more specific to 2016, since we now have a base figure providing us for 2016.

Since you're not getting the rate relief really by then in 2016, are you under earning a little bit, and then when you get the rate relief, you earn more in line? Are you – is the rate relief mainly for growth, so you're kind of earning in line?.

If you look in New Jersey, the rate relief is associated with our capital investments we've made since mid-2012. We've had about $600 million and some of investment there. So we're not earning on that capital right now. So, I would say we're probably slightly under earning there.

In 2016, we would expect that we would have a decision in Pennsylvania by January 27. So our guidance would include earnings that would get us pretty near to what our ROE expectations are..

Okay. Thank you..

Our next question comes from the line of Praful Mehta of Citigroup. Please proceed with your question..

Thank you. Hi, guys..

Good morning..

Good morning.

My quick question on the generation business, is there any intention to ring-fence that business, to protect the ratings of the holding company and the utility from what happens at the generation side?.

Praful, this is Jim. I would say, we're not looking at any type of new legal actions or anything to ring-fence that side of the house. The way you should look at it is, there's no cross defaults on any of the financings that we have out there or the credit facilities. FirstEnergy Corp. does guarantee about $1.25 billion on that side of the house.

And it's really made up of about $1.2 billion of our underfunded pension, OPEB and EDCP cost. And then there's just about $50 million associated with some contracts that FES has. So, from my standpoint, there's no thought about ring-fencing. But that's just where we are with that side of the house..

Fair enough.

So just to clarify, if there is a strategic action like a sale or something further down the road, where not all the debt is covered, are you looking to – my question is are you going to support the debt or are you going to walk away from it from a holding company perspective?.

Well, I don't think that's something that we've been contemplating at this point. The business is still cash flow positive. We intend to make every effort to ensure that those assets continue to run. As Chuck said earlier, if we get to a point, we may look to deactivate or sell some assets. But I think that question is much further down the road.

I was just speaking to what the guarantees are by the holding company..

Fair enough. Thank you, guys..

Our next question comes from the line of Michael Lapides of Goldman Sachs. Please proceed with your question..

Hey, guys. Just real quickly on the non-regulated side, your volume expectations. You all used to talk about volume of between about 80 million and 85 million, most from your generation, but also a little bit of purchased power. When I look at the guidance slides, it looks like it's a good bit light of that for 2016.

Can you just – am I seeing that right? And can you just talk about what's going on a little bit?.

Yes, Michael, this is Donny. Yes, we have pulled back a little bit. With where we're at with Sammis 1 through 4, we expect very little production out of those machines going forward. They'll still be available, but we see very little production coming out.

So we've reduced kind of what we'll produce in the range of 70 terawatt hours to 75 terawatt hours. And that's very dependent on what the forward market does. And then we have about 5 terawatt hours that we purchased through wind contracts, OVEC, that sort of thing. So we'll produce about 75 terawatt hours to 80 terawatt hours going forward..

Got it, okay. I don't know if Irene will let me, but I'm going to try and sneak in a follow-up on West Virginia.

Can you just talk about the time line for wind West Virginia, when Mon Power needs new capacity and some of the alternatives, whether it's building or buying combined cycle versus buying or transferring an existing coal unit?.

Good morning. This is Leila. So we previously filed the IRP. It showed a need for generation going out a couple of years from now. But that case right now is concluded. So there is nothing that would, unless we were to file something, initiate something, that would come out of that case.

So we would be looking as we go forward and continue to monitor the forecast for that company to see how we might want to present something consistent with the IRP in terms of bringing additional generation to Mon Power..

Got it.

So there's no formal like RFP process that's about to kick off or that will be undertaken in 2016 or 2017?.

Correct. There's no time line associated with that. We would initiate it when we believe it to be the appropriate time..

Great. Thank you, guys. Much appreciated..

Our next question comes from the line of Charles Fishman of Morningstar. Please proceed with your question..

Thank you. Just one question for Jim. The effective tax rate increase, 38% from 36%, can you give more color on that? And if my math is right, that's more than about – more than half of the $0.08 differential between 2016 and 2015 that you show on slide nine..

Yes, this is Jon. Most of the increase, we had some benefits that flowed through in the second half of 2015 that reduced the tax rate down to 36% and we don't expect that going forward. So, I would think that 38% would be a more normalized tax rate..

Okay. Thanks.

And then was my math right that, that's a big chunk of that $0.08?.

That's right..

That is..

That's right..

Okay. Thanks. That's all I had..

Our next question comes in the line ever Anthony Crowdell of Jefferies. Please proceed with your question..

Just to jump on the previous question, 2016 guidance holdco losses at $0.52, is that something I could carry forward post 2016 and where that – in that realm? I know you're not giving post guidance, but around $0.50 of holdco losses?.

Yes, I would say that's a representative number. As you know, we have about $6 billion of debt at the holding company. Some of that is what I'd say variable rate debt. So, if you make an assumption that interest rates are going up, then you could see a change to that.

But the biggest component is interest expense and about several billion is subject to variable interest rates. So, you could see a change in that if we had an upward movement in interest rates..

Great. Thank you..

Our next question comes from the line of Raymond Leung of RBC Capital markets. Please proceed with your question..

Hi, Chuck. Hey, Jim..

Good morning, Ray..

A couple of questions.

One, could you talk a little bit about the strategy of how do you bridge the gap to hit your credit metrics if you don't get a favorable ruling out of Ohio? And then could you also give us an update where you are maybe with Fitch? I think you guys were potentially looking at exploring a rating with them? And the last thing, any limitations aside from that guarantee from legally separating FES via some sort of a sale? Thanks..

Well, I'll take – there were three questions in there. So, take the first one and that is, I've already answered it a couple of times here. We're not going to speculate about Ohio. There's a whole wide range of outcomes. The staff said one point. The corrections we made to the staff testimony got that number up in the over $500 million.

I think we've got to let that process play out, see where we're at, and then we will take whatever steps we deem are appropriate to maintain our investment-grade credit for our holding company and our utilities.

And those steps are so wide-ranging depending on the outcome for Ohio, it's just – I don't think it's good to speculate about them, so I'm not going to talk about them. I'll tell you what we know when we know it. On the second question, Jim – I think Jim already answered it.

We're not looking at doing anything to legally ring-fence our generation business. But as I said, we're not going to use any equity to support the credit ratings of that business. We're operating it in a fashion that's cash flow positive.

And we're going to make whatever decisions that we need to make on a unit-by-unit basis to deactivate them, sell them in order to keep that business as positive of a member of the FirstEnergy team as we can..

And Ray, this is Jim. I'll take your final, the third question. Yes, Irene and her team, they continue to have discussions with Fitch about potentially reinstating the ratings. So I think we're having very good dialogue with them and we should be in a position to update you probably later this year..

Okay. Much appreciated. Thank you..

Okay. So there aren't any more questions on the board and we're running towards the end of our hour. So thank you all again. I know we had to make some very difficult decisions last week. Look forward to talking to you more about that part of our business when we see you all at EEI. And just thanks for all the support that you've given us..

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation..