Meghan Geiger Beringer - FirstEnergy Corp. Charles E. Jones - FirstEnergy Corp. James F. Pearson - FirstEnergy Corp. Leila L. Vespoli - FirstEnergy Corp..

Steve Fleishman - Wolfe Research LLC Stephen Calder Byrd - Morgan Stanley & Co. LLC Paul Patterson - Glenrock Associates LLC Praful Mehta - Citigroup Global Markets, Inc. Gregg Orrill - Barclays Capital, Inc. Jonathan Philip Arnold - Deutsche Bank Securities, Inc. Michael Lapides - Goldman Sachs & Co. Anthony C. Crowdell - Jefferies LLC Paul T.

Ridzon - KeyBanc Capital Markets, Inc. Angie Storozynski - Macquarie Capital (USA), Inc..

Greetings and welcome to the FirstEnergy Corporation's Second Quarter 2017 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, Meghan Beringer, Director of Investor Relations for First Energy Corporation. Thank you, Ms. Beringer. You may begin..

Thank you, 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 risk 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 can be found on the FirstEnergy Investor Relations website along with a PowerPoint presentation which supports today's discussion.

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; Jon Taylor, Vice President, Controller and Chief Accounting Officer; Steve Staub, Vice President and Treasurer; and Irene Prezelj, Vice President, Investor Relations.

Now, I would like to turn the call over to Chuck Jones..

Thanks, Meghan. Good morning everyone. Yesterday we reported solid second quarter results, including operating earnings that were slightly better than the midpoint of our guidance, despite the impact of mild temperatures on our distribution business.

These results reflect strong operational performance and financial discipline across each of our businesses and I'm proud of our entire team. In fact, their efforts have now led to eight straight quarters of meeting or exceeding the midpoint of the operating earnings guidance we provided to investors.

While Jim will provide more detail, our stronger second quarter results primarily reflect the impact of new rates that went into effect early this year in eight of our utilities and higher transmission earnings related to our Energizing the Future program.

Clearly, the groundwork and investments we are making in our regulated businesses over the last several years are paying off. Now I'll spend a few minutes talking about our regulated businesses and provide an update on our efforts to exit commodity-exposed generation.

Then we'll turn the call over to Jim for a more thorough review of our financial results. Let's start with our transmission business. As we announced last quarter, in March, FERC accepted the formula transmission rates for both JCP&L and our Mid-Atlantic Interstate Transmission subsidiary known as MAIT.

These rates went into effect on June 1 and July 1, respectively, subject to refund pending the outcome of the hearing and settlement procedures.

With MAIT in place, we are planning more than $600 million in transmission projects through 2018 that are designed to enhance service reliability for our customers in the Penelec and Met-Ed service territories.

This includes more than 330 projects to modernize or replace transmission lines, incorporate new, smart technology into the grid, and outfit dozens of electric substations with new equipment, digital communications and enhanced security features.

In addition to the many small projects, this effort includes a $64 million upgrade to an existing 25-mile 230-kV line in our Penelec territory in north-central Pennsylvania and a $40 million rebuild of an existing 20 million (sic) 20-mile (4:31), 115-kV transmission line in Bradford County, Pennsylvania.

As you'll recall, the majority of our initial investment in Energizing the Future was focused in ATSI, which covers our Ohio and part of our western Pennsylvania service territories. Now we are pleased to expand these grid modernization and reliability investments to the east. Turning to our distribution business.

As I mentioned, quarter-over-quarter results improved due to new rates that went into effect in Ohio, New Jersey and Pennsylvania in January. These helped to offset the impact of a very temperate spring, which included the mildest April temperatures we have ever recorded.

In the industrial class, we experienced our fourth consecutive quarter of load growth, driven largely by the shale gas, steel, coal mining and chemical industries.

The mild weather we have experienced across our system during the first half of the year had an $0.08 per share unfavorable impact versus the normal weather that is assumed in our operating earnings guidance. However, based on the trends we are seeing, we believe the full year load growth is likely to be slightly better than our initial forecast.

If this plays out, we expect the load improvements in the second half of 2017 to offset the impact of mild temperatures in the first half of the year. We are optimistic about the trends we are seeing in our distribution business and pleased with the continued progress of our Energizing the Future initiative.

Together, we believe these regulated growth strategies are positioning our company for sustained customer service-oriented growth. I don't want to skip over the results for our competitive business.

Again, Jim will provide more detail, but I want to congratulate the teams at Perry and Beaver Valley Unit 2, which both had extremely successful refueling outages. Both units had 29-day outages and for Perry, it was the shortest in the plant's history. We are pleased to see the strong operational performance from these important assets.

Staying with the competitive business, I will also note that FES achieved an uptick in direct retail sales this quarter, resulting from the acquisition of several new large commercial and industrial customers in Ohio.

The addition of these new customers is in line with FES' retail sales plan, which focuses on conservatively hedging its expected generation, while managing potential cash collateral needs. Despite conservative operations, this remains a volatile business and we continue working to exit commodity-exposed generation.

So, let's switch gears and review our efforts towards that objective. We've made a lot of progress since we announced our strategic review of this business back in November.

From the beginning, we have been focused on seeking solutions that are in the best interest of all constituents, including shareholders, creditors, employees, customers, and the communities where these plants are located. First, we continue to make progress on our negotiations for the sale of gas and hydro assets owned by Allegheny Energy Supply.

As you'll recall, we entered into an agreement for the sale in January. In June, FERC granted approval of the transaction. However, the terms of the agreement have continued to evolve. The parties are exploring alternative structures in terms of pricing and closing.

Based on current discussions and reflecting the impact of prevailing market conditions, CES recorded a $0.19 per share non-cash impairment charge in the second quarter. We are targeting to close the transaction with revised terms in the second half of the year.

In West Virginia, our Mon Power utility is working through the regulatory process to complete the purchase of Allegheny Energy Supply's 1,300-megawatt Pleasants plant. We responded to our recent FERC request for additional information, and we expect final approval from the West Virginia Public Service Commission and FERC by early 2018.

When these two transactions are complete and we pay off all remaining long-term debt at Allegheny Energy Supply, including make-whole payments, we expect to realize approximately $350 million in net proceeds. Let's turn now to a review of FES, where we also continue to make progress on other significant outstanding issues.

In April, we discussed the settlement with CSX and BNSF on a coal transportation dispute. We remain engaged in settlement efforts with BNSF and Norfolk Southern on a second coal transportation dispute. The arbitration panel has declined the railroad's request to resolve certain issues before discovery and has set a trial date for June of 2018.

We remain optimistic that a settlement can be reached. In addition, FirstEnergy and FES each have a fully engaged team of financial and legal advisers to ensure that both entities are well prepared, as FirstEnergy exits the commodity-exposed generation business.

And in a recent development, we are scheduled to have discussions with FES creditors next week. Finally, we are closely monitoring the status of initiatives at both the state and federal levels.

Over the last few months, more than 6,500 Ohio community leaders, citizens and businesses have voiced their support of the Zero-Emission Nuclear resource program, or ZEN. As we discussed during our last call, legislation was introduced in the Ohio House and Senate in April, which would help keep nuclear assets as a part of Ohio's generation mix.

Similar to programs in New York and Illinois, the bills call for recognizing the critical energy security and environmental attributes of nuclear power in Ohio.

In addition to engaging our communities, we recently held a virtual town hall to educate more than 100 legislators and key stakeholders on the potential benefits of this program, which would support Ohio jobs, economic growth and reliable and affordable generation, and environmental progress for many years to come.

We will continue these efforts once legislators return from summer recess. At the federal level, we are looking forward to the release of the Department of Energy's study that was initiated by the Trump administration and U.S. Energy Secretary, Rick Perry, in April.

The study is expected to address economic and security risks associated with the premature closure of the nation's fuel-secure base load generation as a result of regulations, subsidies and tax policies, as well as how well markets are addressing the inherent benefits of existing fuel-secure base load assets.

We're optimistic that the final DOE study will be released soon and could offer solutions to address this national concern. And the FES board is closely following this effort, which is expected to help them determine the right path forward for FES. For now, FES continues to have access to the unregulated money pool.

As of June 30, FES, its subsidiaries, and FENOC had net borrowings of $174 million from the money pool, primarily reflecting the satisfaction of the June 1 bond maturity, lease and interest payments, as well as the initial installment on the coal transportation settlement.

Our current expectation is that they will have no borrowings by March 2018, even after funding capital expenditures and nuclear fuel. Last night, we updated full year 2017 GAAP earnings estimate to $1.95 to $2.25 per share, primarily to reflect the additional asset impairment charges related to the pending sale of the gas and hydro units.

We also reaffirmed our operating earnings guidance of $2.70 to $3 per share, and provided third and fourth quarter guidance ranges. Again, I am pleased with our progress on both our regulated growth initiatives and the significant progress we have made over a very short period to exit commodity-exposed generation in a timely, yet thoughtful manner.

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

Thanks, Chuck, and good morning, everyone. As Chuck said, we reported solid second quarter results that were slightly better than the midpoint of our operating earnings guidance, with another very strong quarter with respect to operational performance across the company.

Our GAAP results of $0.39 per share include an impairment charge of $0.19 per share related to the current discussions with the buyer for the Allegheny Energy Supply asset sale, which Chuck discussed earlier. Operating earnings were $0.61 per share in the quarter.

As I walk through each segment, I'll remind you that detailed information about the quarter can be found in the consolidated report to the financial community, which is posted on our website. In our distribution business, new Ohio, New Jersey and Pennsylvania rates that went into effect in January raised second quarter earnings by $0.20 per share.

Weather was extremely mild across our service area with heating degree days 30% lower than the same period of 2016 and 24% below normal. This drove a 0.7% decrease in total distribution deliveries, with sales to residential customers decreasing 4.6% and commercial deliveries down 1.5%.

We have now marked four consecutive quarters of growth in the industrial sector, and on a weather-adjusted basis, total distribution deliveries across all segments increased 1% in the second quarter of 2017 compared to the second quarter of 2016. We are hopeful that these positive trends will continue as the economy improves in our footprint.

In our transmission business, second quarter earnings benefited from higher revenues resulting from our continued investment in the Energizing the Future program. At corporate, our second quarter results also reflect higher interest cost and impact of the effective income tax rate.

Turning to the competitive business, commodity margin continues to reflect the lower capacity revenues related to the weaker prices that went into effect last June, as well as the expected decrease in retail sales, which were down 2.2 million megawatt hours.

This was partially offset by lower depreciation expense related to the asset impairments recorded last year. Consistent with our expectations, the total retail customer count is now about 850,000, which is down from 1.5 million a year ago.

We are reaffirming 2017 adjusted EBITDA of $405 million to $475 million for the competitive business and currently expect to come in at the high end of that range. We have also increased the 2018 adjusted EBITDA range to $140 million to $260 million, from $130 million to $250 million, reflecting additional committed contract sales.

Before I move to questions, I want to add a note about how pleased we were with our $3 billion debt offering in June.

This transaction eliminated a new near-term debt maturity by refinancing FirstEnergy Corp.'s $650 million bond expiring March of 2018 with the remainder reducing FirstEnergy Corp.'s revolver borrowings, resulting in stronger corporate liquidity and reducing our exposure to rising interest rates.

This was the largest non-M&A debt deal in the history of the utility industry. Frankly, we were overwhelmed by investor interest. At one point, we understand the order book was over $15 billion. We thank you for your interest and your support.

Again, we are pleased with the performance across our company and the strong results of the first half of the year. We are fully focused on meeting our commitments to the investment community and executing our regulated growth strategy. Now let's take your questions..

At this time, we will be conducting a question-and-answer session. Our first question comes from the line of Steve Fleishman of Wolfe Research. Please proceed with your question..

Yes, thank you. Good morning..

Hey, Steve..

Hi, Chuck. So, the interesting new wrinkle here is your first meeting with creditors at FES, which I think you said today, you have had no discussions.

So, maybe you could give a little more color on why that meeting is happening now and who instigated it, and just why now, why not before, why not later?.

Well, I can't provide a lot of color, but I think I can say this, Steve, that I think we always knew that somewhere along the line, this engagement with creditors was going to happen.

I think the color about why now is, I think it, number one, I think took the creditors to get organized around what they might want to approach with, and our FES team got a call from a group that, at least, preliminarily says they represent more than 80% of the creditors, and they outlined a formula for a potential discussion that was interesting enough that FES decided it was worth pursuing.

I will be engaged in that discussion because, obviously, the creditors are interested in talking about what FirstEnergy might be willing to do to get this settled also. So, beyond that, I think we always knew this was going to happen at some point in time.

I think it is clearly the preferred route if we end up in a bankruptcy proceeding with FES to do it through a structured settlement that all parties are comfortable with. So, we need to – we just need to start those discussions and see them through to the end and see what comes out of them.

And beyond that, I think it's pretty clear, we're not going to negotiate with creditors in the public venue, so the types of things we're talking about, they're going to morph and we'll just have to communicate it at the end when we know the results..

Okay.

And then just on the DOE, do you have any update on timing of when you expect that?.

Well, I was just down in Washington the last two days and I heard a joke and the joke that I heard was, when you – what do you call a federal study that's supposed to take 60 days that takes 120 days? And the answer is, early. So, I think I can tell you this, the people inside the Department of Energy are taking this mission very seriously.

They got reams of data submitted to them, reams of studies submitted to them. They are working through all that. I am confident that they are doing it as diligently as possible. I think the Secretary's assignment to do this within 60 days was very ambitious given the complexity of these issues.

But having said that, I think they're probably getting close to wrapping it up, and I would expect – I expect something probably in the next couple weeks to come out of there..

Okay. And then one last question, the utility net of parent guidance that you have given for the company, I know it goes back, I think, to EEI for the next several – for several years.

Obviously, not refreshing the whole thing, but just overall, is that still kind of the ballpark view for the utility net of parent, excluding it?.

Yeah. I don't think that's changed at all, Steve, from what we gave you there..

Okay. Thank you..

All right..

Our next question comes from the line of Stephen Byrd of Morgan Stanley. Please proceed with your question..

Hi, good morning..

Hey, Stephen..

Just to follow up on Steve's question with respect to the discussions with creditors, is this a process that you would – I guess, I'm thinking about that in relationship to a potential Chapter 11 filing.

Is that a dialogue you'd like to sort of play out before you would consider a formal Chapter 11 filing, or is it – how would the two sort of interplay with each other?.

Well, as I said earlier, I think we always knew that there would come a point in time where we would be having these discussions with creditors. I think it would be in everybody's best interest if we can come up with a mutually agreeable way to deal with the issues that exist at FES.

It's far too early to speculate as to whether we're going to be able to do that or not. But I can tell you this, the discussion they had with FES was intriguing enough that we're willing to sit down and talk about it and we just have to let it play out..

Totally understood, okay. And then just on the DOE study, I think a lot of people feel that the most likely outcome there is for DOE to direct or request that FERC look at potential approaches to reforming the market to provide an arguable improvement in payments to base load generation.

Is that a – how valuable, I guess, from your perspective do you see that in terms of your assessment of whether or not FES is insolvent? In other words, that would really kick off probably a very long process with a very uncertain outcome.

Is that sufficient to sort of sway your take as to whether FES is insolvent, given that DOE itself doesn't really likely have a direct authority to make these payments? How do you feel about sort of the involvement of FERC in the process?.

Well, let me clear up a couple of things. May have left an impression on the last call that we're waiting on this in some fashion. We are moving forward with everything that needs to be done to exit the commodity-exposed generation business in a prudent, thoughtful manner.

And now, the next step in that process is engaging with the FES creditors to see if there's a way to expedite that process and obviously if we can, that will probably be the most expeditious way to get out of that business.

I continue to think, though, it's prudent for us to see what the DOE says and where they might go, and how serious of a problem they think this is.

I mean – and it could range from them saying the markets are fine and everything's working great to – we have a very serious national security, fuel diversity, fuel security issue and we need to do something immediately.

I don't know where it's going to come out and I'm not going to speculate about how the FES board will react depending on what that is. So, that's the other point I want to make. The decision to move forward with FES, one of the things we needed to do was create that separation.

We have an independent board and an independent group of officers that are now making the decisions for FES. I am not making those decisions anymore. And they will evaluate what comes out of the DOE study, in the context of where they're at with this entire process to exit and they will be the ones that decide.

But it can be such a wide range, we're within a couple weeks. When we know what we know, then I think that's when we're in a position to comment about what they said and what they think the future might look like..

That's very clear. Thank you very much..

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

Thank you. Just to sort of follow up on the DOE, just – we've already seen some efforts on the part of FERC to sort of help out base load generation. Clearly, there has been identification of it. They've had a technical conference.

I'm just wondering, what specifically do you envision, I guess, the DOE study doing practically to sort of change the trajectory at FERC or to speed it up or what have you? Do you follow what I'm saying?.

Well, maybe the best way to answer that is, I've spent a lot of time down in D.C. talking to everybody that will listen to me, so why don't I just tell you what I've been telling everybody. I've been telling everybody, I think our country is heading for a disaster, okay? The disaster could take a number of different forms.

One disaster could be a national security type of issue.

We are taking the most sophisticated bulk electric system that exists anywhere in this world and putting it on top of a bulk gas system that is very unsophisticated and that sets up security risks if there were ever an attack on that bulk gas system, it does not have the redundancy that the bulk electric system has.

Since the blackout in 2003 under NERC's guidance, we have built extreme redundancy into how we operate that bulk electric system. None of that matters if the gas quits flowing, and we are reducing the amount of fuel-secure base load generation we have to keep the lights on in the event of that type of an event.

Second, I think we could be heading for an economic disaster. We are getting to where we are relying too much on one fuel source for the generation of electricity, and I think fuel diversity is critical to keeping economic stability.

With where gas is priced now, if anything happens to cause that gas price to go up again and create a volatility in the gas markets, the volatility in electric markets is going to be so great that I don't think industry in our country is going to be able to tolerate it. So, there's an economic crisis that we're facing.

And when these assets close, they close forever. They do not get reopened. So, that is why the State of New York stepped in and said, we need to do something to take care of our assets. That's why the State of Illinois stepped in and said, we need to do something.

Ohio is looking at it, Connecticut is looking at it, New Jersey is looking at it, and I tell them, the federal government created this problem. It's up to the federal government to fix this problem..

Do you see the federal government taking action in the near-enough term to change the trajectory of FES and the potential for filing Chapter 11?.

I just said earlier, I'm not going to speculate on what they're going to say and what they're going to do. I think we're going to know that in the next few weeks and then I'll answer all the questions that I need to answer once I know what we're dealing with..

Okay..

I mean there's so many different things that could happen and this is kind of the position that I've taken my entire time in this job. I get a lots of speculatory questions and I always say, listen, I'll answer questions once I know the facts..

Fair enough.

And then just finally on the $131 million impairment, how should we think about those negotiations and what the ultimate impact financially might be with respect to this most – or this announced reduction – this write-off?.

Yeah. This is Jim. The way I would look at it is, there're ongoing negotiations we're having and I think the adjustment to the purchase price really just reflects the market conditions we're experiencing right now. So, that's the only way I'd look at that, Paul..

Do you see that changing at all, or I mean could that – in other words, if prices rebound that would change, or I mean how should we – let me ask you this, when do you think negotiations will be completed?.

We think that it will probably be done by third quarter, early fourth quarter, maybe, by the end of this year..

Okay, thanks a lot..

Yeah. I'm not sure when it will close, but the discussions should be done by then..

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

Thanks so much. Hi guys.

And I wanted to, unfortunately, spend a little bit more time just on FES, just to understand, from a risk perspective, if ultimately you're looking at it from an FE shareholder perspective, when do you think you'd be able to box the risk around FES in terms of the negotiation with creditors? Firstly, if you could give any ranges around what you think – what's at stake effectively, and then when do you think you'll have clarity in terms of providing certainty on how this process is going to play out?.

Well, Praful, I said earlier, we're not going to negotiate with FES creditors in public. We have boxed already the risk that we think FES shareholders have to a bankruptcy – or FirstEnergy shareholders have to a bankruptcy of FES, and that hasn't changed since the last quarter.

That's obviously going to be a key ingredient in any negotiations with creditors. So, beyond that, it's – we're not going to negotiate with creditors publicly and – but we're going to approach those negotiations clearly with an eye towards the impact on FirstEnergy shareholders, both in the short and long term as we move to exit this business..

Fair enough. And then just so I understand from a timing perspective on the ZEN, if this is all connected, right, in terms of the ZEN and how that fits into FES and the negotiation, if the ZEN takes time to play out, even though it's coming, it may come next year, let's say.

How does that then play in terms of your negotiation, and does that extend the timing of how you think this – the actual process (33:10) plays out?.

No, there is no connection in my mind. And if we sit down with creditors next week and strike an agreement in one meeting and file that agreement with a bankruptcy court, I am going to continue to fight for this ZEN legislation because it is the right thing to do for the State of Ohio, it's the right thing to do for those assets.

It gives those assets the best chance of running under new owners. I'm not sure those assets will run unless there is something done either federally or by the State of Ohio to ensure that they get a different financial return model, and that's bad. So, we're going to continue to work on ZEN whether or not – irrespective of what happens with FES.

Don't even connect the two..

Got you.

So, if you strike a deal and then you get the ZEN later on, is there going to be like a value carve-out or some form of value that flows back to FE shareholders because otherwise that's significant value at that point from the ZEN, which shouldn't all go to the creditors, I'm assuming?.

I would think it's unlikely that it's going to deliver enough value to overcome the amount that's going to be owed to creditors in a bankruptcy. So, don't expect any of that to flow to FirstEnergy shareholders..

Fair enough. All right. Thank you so much..

But it's going to make these assets saleable by those creditors..

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

Yeah, thank you..

Hey, Gregg..

Hey. Two questions.

First, what are you thinking about in terms of the prospects for ZENs in Pennsylvania? And then around the load growth, is there any – could you talk a little bit about – a little more about the strength that you're seeing there and what gives you confidence that that's going to kind of carry through the year?.

Well, the prospects for ZEN in Pennsylvania, I don't even feel capable of commenting on yet. The dialogue is early. I think they've got other legislative issues they're wrestling with there, but I view it the same way.

We will continue to support that discussion irrespective of where we're at with the exit of FES, and even after the exit of FES, because I think it's the right thing to do.

I think the market policies are not working and it – how can you rationalize in a country like the United States of America that in one part of this country, we're spending billions and billions of dollars to build new nuclear plants, and then in another part of this country we're closing nuclear plants that are already built and have 20 years of useful life.

These policies have failed and they need to be fixed and if they aren't going to get fixed by the federal government, then I think the states will continue to step in and fix them..

And on the load growth?.

Hi, Gregg. What we saw for the first half of this year was that – or the second quarter year-to-date is that on a weather-adjusted basis, our residential was up about 1%, and our commercial was just up slightly.

Our rates and economic team, they've taken a look at that with customer growth and their view on the economy and they think the trend will continue in the second half with residential and commercial continuing the trend upward. From an industrial side, we've had the increase associated with petroleum and shale gas.

We are seeing some negative results in the automotive sector, but at this point, I think, we are cautiously optimistic that we're going to see some continued trend upward on residential and commercial. And industrial, we think, will stay fairly strong with the exception of the auto industry..

Okay. Thank you very much..

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

Hey. Good morning, guys..

Hi, Jonathan..

Hi. I just wanted to understand – just make sure I'm understanding the sort of government's aspects of what you're saying about engaging creditors and the two entities correctly.

It sounded like there's already been discussion among creditors with FES, but now what you're saying is that FE, as in you, are going to sit down with them next week? Am I getting that?.

Yeah. There have been one discussion between the group representing the creditors and FES. And in that discussion, FES reached out to me to ask if we would be willing to sit down and engage in that process, and I clearly said, yes, we would be willing to sit down and engage in that process. And that first meeting's happening very soon.

So, that's as much as I can tell you at this point..

Okay. I just wanted to clarify that. And then, on – you made this comment that you've boxed the liabilities, and I'd sort of a two-part question on that.

Are there other rail-type contracts beyond the two you've talked about? And would it – would you guys mind just sort of reminding us what these – what the boxed liabilities are that you've talked about in public just so we kind of got straight on the – what you've put out there on that?.

Yeah. Jim will cover all of what we've given you in the past about the potential exposure to FirstEnergy shareholders directly related to the bankruptcy. On the rail settlement, we disclosed a number in the first quarter of what we thought we would be in the range of to settle both of those contracts.

As I said in my remarks, the railroads asked for an expedited process on the second contract that they did not get. So, that's now scheduled for trial next June. I haven't changed and we haven't changed our view on ultimately what we might settle for and we're working to try to still do that. So, those numbers haven't changed..

Those are the – there are two of these contracts and that's it? Or are there others that we just haven't kind of bubbled up to the surface?.

So, there's two minor companion cases, if you would, in federal courts dealing with BN. But at this point, we're very comfortable, they're kind of the same ones. The first one was wrapped up with the first settlement, the second – if we wrap up the second piece of the settlement, it'll go along with it..

Okay..

Don't see any other exposure, Jonathan, than what we've communicated..

Okay. And then if Jim wouldn't mind, just kind of reminding us the list that would be – that would help us..

Sure, yeah. We have a slide in the appendix of the quarterly highlights, but let me highlight it. We have some unfunded pension, OPEB and some other employee benefits, that's about $855 million. Rail settlements out there is about $72 million.

We have these secured surety bonds as well as the secured credit facility, that's about $700 million in total and then we have some other energy contracts and guarantees, they're about $60-some-million. So, that's about $1.7 billion out there, of which $700 million is secured by first mortgage bonds..

Great. Thank you very much, Jim. Appreciate that..

No problem, John, yep..

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

Hey, guys. A couple of questions.

One just on the dry cask storage, I have to be honest, I'm not the world's greatest expert on this, how does that – if a nuclear unit retires early and if you immediately begin the decommissioning or SAFSTOR process, what is it you're exactly required to do that would take about $1 billion of spend to comply, $1 billion though spread over a long, long period of time, it seems like.

Like, what's physically actually happening and then what's the process to get reimbursement from DOE? And have we ever seen anybody actually do that?.

Well, I'm not much more schooled on it than you, Michael, so – but simply, if these plants are shut down, there is a process where you're going to remove the fuel from the reactor, you are going to put it into the pool inside the plant. It's going to be there for a while until it decays to the point where it can be safely put in dry cask storage.

The process for doing that is a process where FENOC is responsible for as the licensee for those sites for the safe shutdown of those facilities. FENOC would fund that and apply to the Department of Energy for reimbursement and that's about as much as I know. We can get you more details offline if you need them..

Hey, Michael, this is Jim. We do have a slide in our appendix that covers some of our nuclear facts, it gives you like some of the NDT funding, but we also have like a dry cask storage overview. So, I think if you go through that, and then if you have any further questions, we would be more than happy to jump on the line with you..

Yeah, I can follow up offline. My biggest question was really the reimbursement by the DOE. Is there any precedent for that? I can do that offline. I actually want to ask a follow-on question, totally unrelated on the regulated side of the business.

And it's really – when you look – Chuck, when you look at the cost structure, and I'm thinking non-fuel O&M, how do your utilities compare relative to the companies you would view as your peers?.

I'm not sure exactly what you're asking, but when we benchmark our T&D O&M expenses, they benchmark very low across the industry, if that's what you're asking..

That is exactly what I'm asking. Okay.

And how about kind of corporate-level costs or A&G-level costs?.

Again, I think we benchmark very well. I mean, Michael, we went through six years of cost reduction initiatives across this company and that was in every part of this business.

We have worked extremely hard to get as efficient at everything that we do, whether that was in the utility or the generation business, when we launched CFIP, that was several hundred million dollars more of costs that we figured out how to get out of this company. So, from a cost structure, we benchmark very well pretty much across the board now.

We have individual pockets where a given corporate area, we've got room to improve and we've identified those and we're working on them. But in general, we're top quartile or top decile, pretty much across the board in all that benchmarking..

Got it. Thank you, Chuck. Much appreciated guys..

Okay..

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

Hey, good morning, Chuck.

Just quickly, do you think an outcome from the DOE, whether it's supportive or not supportive, would help the likelihood of getting a ZEN passed in Ohio?.

I think there's the potential that depending on what DOE says, it could wake up some of the legislators who aren't necessarily seeing the future concerns.

So, I would say, yeah, I mean, it's possible, but we're actively working the ZEN legislation in Ohio and that's our job to go out and one by one convince these legislators that this is good for the state and they should vote for it. And that's what we're doing.

If something comes out of the DOE study that we can take to those meetings and use, we're definitely going to use it..

Great. Thank you..

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

Good morning.

At what point do you envision putting FES into disc ops? What do you have to cross to do that?.

It would probably be, at the time, if there was a restructuring and we had to deconsolidate FES, it would be at that point in time, it wouldn't be before then..

Okay. Thank you..

Our next question comes from the line of Angie Storozynski of Macquarie. Please proceed with your question..

Thank you. So, just on the core business for FE, the regulated utility. So, you talked about the cost structure, how about the investment structure and your asset – in your regulated assets and the ways to fund it. We're hearing from Ohio that the strain of your balance sheet has prevented you from investing in some of your distribution assets.

We're still waiting for equity to be issued.

So, can we talk about how you envision the growth in your core business, largely regardless of what happens with FES?.

Well, yeah, Angie, so what we've talked about is a growth of our T&D business in the range of 4% to 6%. Some of that is going to be choppy because you have to have rate cases to recover those investments.

But much of it is through transmission formula rates now, much of it is through a range of different distribution recovery mechanisms, in particular, in Ohio and Pennsylvania. So, we're still looking in that range of 4% to 6% annual growth. That doesn't mean it's going to be that every single year.

It means one year might be 8% and the next year might be 2%, and so forth because of just the way some of these things happen. But that hasn't changed.

The ability to finance it, I think we've communicated, we're going to be issuing some equity over the next few years and I've answered that question repeatedly since moving into this position now almost three years ago.

We got lots of questions about why not issue equity quickly, and my answer was, I think equity is intended for growing the company, not to work your way out of a difficult position financially.

I think we worked our way out of that difficult position in the right way by cutting more costs, by getting more efficient in everything that we do and got to a position to where now we have the ability to invest going forward and I have no embarrassment about saying, we're going to use equity for part of that growth. That's what it's intended for.

When we look at transmission, in particular, because we're now four years and $4.2 billion into that, it's getting to a point where it funds a lot of that itself. So, I think we're poised to move forward, we're sticking to the 4% to 6% growth rate for now.

When we're done with this exit of commodity-exposed generation, then we'll talk about it at that point in time to see where we're at..

I'm just asking because you said that you guys didn't benchmark yourself against lot of T&D operations on the cost perspective, but if you just look at your rate base per customer, I know it's a simplistic measure, it does seem like your distribution businesses are under-invested versus those of your peers in the same states, which, I mean, could be a function of the level of funding that you have available.

So, I'm not trying to say to issue more equity to shore up the balance sheet, but maybe accelerate that distribution growth..

Angie, it's very complicated, but I look at it this way. We're going to spend money on the right things to serve our customers the right way and create the right growth for our shareholders, and that's a complex balance. Across our service territory, in particular, we've had negative or flat load growth now for the last eight years.

And when you have that type of an environment, you have to be cautious about how you look at distribution investments because you've got no load growth to pay for it, which means then it's rate increases and it's rate increases across the customer base that we serve that quite frankly, every dollar that they pay in their electric bill is a challenge for many of them.

So, we try to balance it all. There is nothing stopping us from doing more, but I also would say this, our reliability to our distribution customers in every state that we serve is near the top. So, we've invested the right way to serve the customers the right way.

And as time moves on, what you're outlining is that means we have plenty of opportunity to do that going forward. On the O&M side, we focus real heavily on O&M because in the customers' bill, they pay that back to us dollar for dollar.

So, the fact that we've reduced our O&M over time, and we don't – and you don't earn anything on it as shareholders, we just get that back.

So, we've put ourselves in a position where we're making the right kind of investments, we've been very strategic about it in the right way where we can then move forward state by state and grow not just the utility earnings, but grow the level of service that we're providing to the customers at the same time..

Thank you..

Our next question comes the line of Chris Melandia (53:29) of Wellington Management. Please proceed with your question..

Hi, Chuck..

Hi, Chris (53:38), how you're doing?.

I wanted to see how you're thinking about the company's credit quality and rating as you enter these negotiations with the FES creditors.

I want to ensure or get a feel that this is of high importance as you enter those negotiations?.

It is of high importance and we have worked very hard to make progress there, and I don't intend to give it up..

Okay. Thanks for that..

There are no further questions over the audio portion of the conference at this time. I would now like to turn the conference back over to management for closing remarks..

All right, well, thank you all for attending the call and for your questions. Look forward to answering more going forward as we get more information. Obviously, everybody is interested in this DOE study as are we. So, we'll know more about that in the coming weeks and then we'll talk about it later. Thank you..

This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time. Have a wonderful rest of your day..