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Fortis’ (FRTSF) CEO Barry Perry on Q4 2015 Results – Earnings Call Transcript

Fortis, Inc. ( OTCPK:FRTSF ) Q4 2015 Earnings Conference Call February 18, 2016 9:00 AM ET Operator Welcome to the Fortis Year-End 2015 Conference Call and Webcast. [Operator Instructions]. At this time I would like to turn the conference over to Ms. Janet Craig, Vice President Investor Relations, Fortis, Inc. Please go ahead, Ms. Craig. Janet Craig Thanks, Jonathan and good morning, everyone. And welcome to Fortis’ fourth quarter and year-end 2015 results conference call. I am joined by Barry Perry, President and CEO; and Karl Smith, Executive VP and CFO; as well as other members of the senior Management team. Before we begin today’s call, I want to remind you that the discussion will include forward-looking information which is subject to the forward-looking statement contained in the supporting slide show. All non-GAAP financial measures referenced in our prepared remarks are reconciled to the related U.S. GAAP financial measures in the MD&A. Also, unless otherwise specified, all financial information referenced is in Canadian dollars. With that, I will turn the call over to Barry. Barry Perry Good morning, everyone. I know it’s a very busy day for you and it has obviously been a very busy couple of months for Fortis. Last week we announced the acquisition of ITC Holdings Corporation and as a result we have a great deal of new interest in the Fortis story, particularly current ITC shareholders. So I wanted to give you some quick facts about Fortis. Fortis is a Canadian-based infrastructure Company with CAD29 billion in assets today, virtually all regulated. 42% of our assets and 43% of our adjusted earnings come from our U.S. utilities, UNS Energy in Arizona and Central Hudson Gas and Electric in New York state. Our remaining seven companies are located in Canada and the Caribbean, including FortisBC and FortisAlberta. Our 2015 mid-year rate base was CAD16.4 billion. We currently serve about 3.2 million customers, 2 million electric and 1.2 million gas customers and have over 7,700 employees. We trade on the Toronto Stock Exchange and are a member of the TSX/S&P60 and the Composite Index. Moving on to slide 7. Focusing on our year-end results, 2015 was a tremendous year for Fortis. We sharpened our focus on our core utility business with the divestiture of the properties business and the sale of small non-regulated hydro assets. Our 10-year total shareholder return outperformed both the TSX and the U.S. utility indices. We introduced dividend guidance and increased our dividend twice. We had our largest capital expenditure program to date, with CAD2.2 billion invested in 2015. We continued to pursue incremental investment opportunities, including LNG and in keeping with our strategy of finding incremental investment opportunities within our service territories, we announced the acquisition of Aitken Creek Gas Storage in British Columbia for $266 million. Our performance in 2015 underscores the strength of our strategy. Karl will walk you through this in a bit more detail, but our results illustrate our proven ability to acquire and integrate regulated utilities. The strong results at our U.S. utilities, particularly UNS Energy, combined with our diversified asset base and strength of our other utilities, resulted in significant earnings growth this year. Our record capital spend in 2015 including significant investments at UNS Energy for Springerville and the Pinal Transmission Project, as well as in BC with the Tilbury LNG Expansion. We also completed our largest capital project to date, the CAD900 million 335-megawatt Waneta Expansion hydroelectric generating facility on time and on budget. Looking at 2016, we expect to invest CAD1.9 billion, including investments in significant projects like the UNS residential solar program, the Central Hudson gas main replacement, the Tilbury LNG Expansion and the Generation Expansion Project at Caribbean Utilities, among others. Our capital program is highly executable and is comprised of many small projects. Only five projects in the five-year capital plan are greater than CAD100 million. Our total CapEx spend for the five years through 2020 is expected to be just over CAD9 billion, with the average being CAD1.8 billion annually. The most important take away from slide 10 is our CAD9 billion capital program supports strong rate base growth. We see our rate base growing at an average CAGR of 5% per year through 2020, with the growth being distributed across our businesses. By 2020 we’re projecting our rate base to be approximately CAD21 billion and this excludes ITC. In 2016 we expect the mid-year rate base to be approximately CAD17.8 billion. Fortis expects long term sustainable growth in rate base, assets and earnings resulting from investment in its existing utility operations. We’re also committed to identifying and executing on opportunities for incremental rate base and earnings growth through additional investments in existing service territories, as well as investment in new franchise areas as evidenced by our announcement of the acquisition of ITC Holdings Corp. last week which I will speak to a bit later. In existing service territories, I’m challenging each of our business presidents to find and capitalize on incremental investment opportunities. The most recent example of this is the announced acquisition of Aitken Creek. Aitken Creek is the largest gas storage facility in British Columbia, with a total working gas capacity of 77 billion cubic feet and it is an integral part of Western Canada’s natural gas transmission network. The dividend guidance we initiated in September of 2015 reflects our base capital plan of CAD9 billion through 2020. It is our confidence in this plan that allowed us to target 6% average annual dividend growth through the same time frame. The conviction we have in our underlying business, the strength of our Management team, as well as the successful integration of both UNS Energy and Central Hudson, made us more than ready to take on the next big step in our evolution and transformation, the acquisition of ITC Holdings Corp. The acquisition of ITC serves to further support our annual dividend growth commitment. To take you through our financial results, I will turn things over to Karl. I will then wrap things up by reviewing the acquisition of ITC and why we’re so excited about it. Karl Smith Thank you, Barry. Good morning, everyone. As Barry mentioned, our quarter 4 and annual 2015 financial results were strong. Compared to last year, our adjusted earnings per common share were higher by 13% at CAD0.51 for the quarter and up approximately 20% to CAD2.11 for the year. Cash flow from operations for the year was approximately CAD1.7 billion, an increase of 70%. Our regulated utilities raised CAD1 billion of debt in 2015 at attractive rates. Our unused credit facilities at December 31 were approximately CAD2.4 billion, providing us ample liquidity. And we successfully completed our record CAD2.2 billion capital expenditure program. Let me now take you through our earnings per share in a bit more detail. As you can see from the waterfall chart for quarter four, earnings-per-share growth for the quarter reflects the favorable impact of foreign exchange, new customer rates at Central Hudson, contribution from the Waneta Expansion, strong results at FortisBC Energy and FortisAlberta and regulatory timing differences at FortisBC. Growth was tempered by lower earnings contribution as a result of the sale of non-core assets, higher corporate expenses and an increase in the weighted average number of shares outstanding in the fourth quarter of 2015. For the year, our earnings per share growth reflects these same key drivers, as well as a full year of contribution from UNS Energy. Specifically, at FortisAlberta the resolution of capital tracker matters and customer growth was a driver of better performance. At FortisBC Energy, higher allowance for funds used during construction and operational efficiencies led to improved performance. We also saw strong contributions from all of our other regulated utilities in 2015. Our strong financial metrics, including increasing earnings and cash flow, support our improved financial capacity and solid investment-grade credit ratings. We have a light near term debt maturity profile with almost 90% of our long term debt, other than credit facility borrowings, having maturities beyond five years. Along with significant unused credit facilities and a strong balance sheet, we’re well positioned to fund investment opportunities. Following the announcement of our acquisition of ITC, S&P affirmed our long term corporate credit rating at A minus, revised its unsecured debt credit rating to BBB plus and changed its outlook to negative from stable. DBRS placed the Corporation’s credit rating under review with negative implications. Having credit ratings put under review with a transaction of this size is fairly common. We have had extensive discussions with the rating agencies and structured the ITC acquisition financing to maintain a solid investment-grade credit rating. Turning now to regulatory matters, we continued to focus on maintaining constructive regulatory relationships and outcomes across all our utilities. As you can see from the list of significant filings and applications, our regulatory calendar remains very active. Most significantly, in November Tucson Electric Power filed a general rate application requesting new retail rates to be effective January 1, 2017. Since its last rate order in 2013 which was based on a 2011 historical test year, TEP’s rate base has increased by $600 million and its common equity thickness has increased by 650 basis points. Taking a look at the chart on screen right now, you can see the elements of the application. We’re seeking a return on equity of 10.35% on a 50% equity thickness, with an original cost rate base of $2.1 billion. This is obviously an important application that will position Tucson Electric Power to earn its allowed return in 2017. That concludes my remarks and I will now turn the call back to Barry. Barry Perry Thanks, Karl. Before we close, I wanted to spend a few minutes reiterating some key information about the recently announced acquisition of ITC Holdings. Over the past decade, we have a proven track record of acquisitions that have delivered more than the projected accretion as well as added to our geographic, regulatory and economic diversity. We expect the acquisition of ITC will be an extension of this track record. ITC not only further strengthens and diversifies our business, but it also accelerates our growth. The equity purchase price of ITC totals about $6.9 billion, with total enterprise value of $11.3 billion, including assumed debt. In addition to the TSX, Fortis will list on the New York Stock Exchange and ITC shareholders will own about 27% of Fortis’ common shares once we close the transaction. ITC will maintain its headquarters and operations control located in Novi, Michigan. ITC’s Management team will remain in place and all ITC employees will be retained. There are a number of required regulatory approvals, including FERC and certain other federal and state approvals. We expect the transaction to close by the end of 2016. Fortis is very deliberate in our approach to acquisitions. We have an acquisition rationale that we diligently follow, including growth prospects, being accretive to EPS, proven Management team, supportive regulatory construct and a favorable economy. ITC is well aligned with this criteria. Turning to the strategic rationale for the acquisition, ITC is a premier pure play electric transmission utility. It’s fully regulated. It owns about 16,000 miles or 25,000 kilometers of transmission. It is a massive amount of infrastructure. We expect this acquisition to be accretive to EPS and I will speak to this in more detail in a moment. The acquisition dramatically increases our diversification. Pro forma, about 40% of our earnings will be FERC regulated. For Fortis in total, we will be virtually 100%, regulated with approximately 60% of our assets and earnings in the United States. ITC is 100% FERC regulated. FERC is a supportive regulator with a predictable regulatory construct that has returns greater than 11% on an equity thickness of 60%. In terms of rate base growth prospects, this transaction will be accretive to Fortis’ growth with a CAGR on ITC’s rate base growth through 2018 of 7.5%, consistent with ITC’s previous public disclosure. It’s important to add, however, that with ITC’s capital structure, this rate base growth translates into earnings growth that is significantly higher. The management team at ITC is excellent. When you are working on an acquisition it is easy to speak to the cultural fit and alignment. However, let me just say that we’ve spent every waking hour with the executive management team last week, as we met with over 160 investors and I also had a chance to meet and address the full team in Novi, Michigan. The team is really top notch and the cultural fit is bang on. ITC has done a tremendous job in building this business over the years. Their earnings grew by approximately 16% annually on average over the last 10 years, their shareholder returns are more than double the S&P 500 Utilities Sector Index since their IPO in 2005 and they are recognized as being the best in class in the United States in terms of safety. This transaction achieves scale and EPS accretion for Fortis. Following the acquisition, we will be a top 15 North American public utility when ranked by enterprise value. Using conservative assumptions, we’re expecting 5% accretion in the first year following close. Our U.S. to Canadian foreign exchange assumption is consistent with the current spot rate. Fortis’ exposure to the dollar is not significantly changing as a result of the transaction as we will be financing a portion of the transaction with U.S. dollar debt. Currently, our sensitivity is for every CAD0.05 change in the Canadian dollar, it has a CAD0.04 impact on EPS on an annual basis. This transaction will not change the sensitivity only slightly. In our investor meetings last week, there were some common themes and questions and we thought it would be useful to discuss them on this call. Number one, first there were some questions around our assumptions on ITC’s capital expenditures and rate base. Fortis is buying a platform that can capitalize upon trends including historical under investment in infrastructure, reliability enhancements and clean energy initiatives. We reviewed the ITC capital program in detail and the rate base growth of 7.5% through 2018 we presented last week is consistent with ITC’s public disclosure. We were also asked to provide more detail around the regulatory approvals and when we expect the transaction to close. As I indicated earlier, there are a number of regulatory approvals including FERC and certain other federal and state approvals. We expect the transaction to close by the end of 2016. None of the states where approval is required have rate jurisdiction and there’s no rate increase being proposed as part of the FERC approval process. The transaction is structured to have no negative impacts to employees, the tax base in each state or facility locations. This acquisition is a natural strategic fit, enabling the ongoing long term investment in the grid that customers need and regulators expect, while providing a platform for ITC to continue its operational excellence and track record of service and reliability. We also had questions on the minority investment in the operating Company. To be clear, we have financing commitments in place for the entirety of the cash portion of this transaction. As you know, as part of the acquisition financing we announced we would be seeking up to a 19.9% investment at the operating company level. We have received a great deal of inbound interest following our announcement and have now launched this process. We expect that we will secure investors within 90 days. This process is not unusual. We viewed the minority infrastructure investment in ITC as one of several capital alternatives available to us. In light of the size and known appetite for this kind of stake, we chose to access this market post-signing in the same way we will access the debt market. On our planned New York Stock Exchange listing, Fortis will be listing its common shares on the NYSE and we expect this process to be completed mid-year. As is customary with dual-listed stocks on the TSX and NYSE, the common shares will freely trade between both exchanges. To wrap up, 2015 has positioned us well for sustained growth. Our business is in good shape, is low risk and diversified. Excluding ITC, our five-year CAD9 billion capital expenditure plan positions us to have rate base growth of almost — well, rate base of CAD21 billion by 2020. We have the financial strength and flexibility to maintain predictable dividend growth and to take advantage of opportunities in the market for additional infrastructure investment. We look forward to accelerated growth as we welcome ITC into the Fortis fold. That concludes my prepared remarks and I’ll now turn things back to Janet. Janet Craig Thanks, Barry. Jonathan, we’re now ready to take questions. Question-and-Answer Session Operator [Operator Instructions]. Our first question comes from the line of Linda Ezergailis with TD Securities. Please proceed with your question. Linda Ezergailis Just wondering long term, your business mix obviously increasing with the sale of your real estate assets and the pending ITC transaction. But I’m wondering with respect to the opportunities that you’re seeing in your regions or you’re starting to hear back from your local business heads on the regions, how many more Aitken Creeks do you think you could generate over the next five years? And how might you think of a minimum/maximum unregulated part of your business that we could see in five years? Barry Perry Linda, clearly what we’re looking for is energy investment opportunities that are very much aligned in terms of risk to our regulated business. But overall, these will never represent a lot of the Company’s balance sheet. I would think not more than 10% of the Company over the long term would be in that category. I look at for example in Arizona, I would love to do utility-scale solar with long term PPAs. And I’m challenging Mr. Hutchens at UNS to find some of those opportunities. Those are the kind of things I’m looking for, very much consistent with the risk profile of the regulated business. I can tell you if we don’t have two or three more of those over the five-year period, I’m going to be pretty disappointed. I really think that the pipeline there will provide us with some of those opportunities. Linda Ezergailis And would you put large scale DC competitive transmission in that unregulated part of your mix or is that regulated? Would you consider that — Barry Perry Transmission, ITC will be our leader in this area, obviously and we’re just gaining a tremendous platform now with ITC. I would say that we will be very much competitive on transmission across North America. But the opportunities have to really closely track the risk profile of the regulated business. We’re not going to be looking at merchant transmission. We will have to have reputable counterparties, long term contractual arrangements, those kinds of characteristics. We’re not getting in the merchant business. Linda Ezergailis And just a clean-up question on the quarter. British Columbia utilities are benefiting a lot from efficiencies. Should we expect to see that continue in 2016? Karl Smith Linda this is Karl. Yes. I probably wouldn’t have used the word tremendously, but they continue to make progress on O&M cost and their incented to do so, as you know. So our expectation is that they will continue to get more productive throughout the term of the PBR regime there. Operator Our next question comes from Robert Kwan with RBC Capital Markets. Please proceed with your question. Robert Kwan Just on the minority financing for ITC, how broadly are you looking at bringing parties very specifically — do have some restrictions on the type of entities that you would like to partner with and also the domicile for those funds? Barry Perry Robert, clearly we don’t want to get into our groupings of our targets on that. But let me just say we’re focused on making sure that the — our partner will not affect in any way the status of ITC in relation to FERC and its ROE. So that’s a very important factor, the independent status of the organization. Clearly we will be — we have to make sure that the partner we bring in does not affect the regulatory approval process that we have to go through. Other than that, I would probably leave it to let us work on getting this done over the next 90 days. Robert Kwan Fair enough. Related to that, when you were considering the different financing options, did you consider selling a minority interest instead in one of the Canadian assets, given the better return you get for every dollar invested in the U.S. including ITC going forward versus the comparatively lower returns in Canada where the regulators don’t seem to be particularly concerned with the GAAP? Barry Perry No. We did not consider that, Robert. We want to own all our utilities, frankly, 100%. The ITC approach here, clearly the size of the deal required us to structure our transaction to be efficient and to be able to execute well here. So we did go this way. I would say my desire long term is to own 100%, but we’ll work with our partners here so we can work out an effective transaction. Robert Kwan Okay and if I could just ask one last question about the quarter. On Central Hudson, it was a very nice quarter here, it was up bit sequentially from the third quarter. And Q4 didn’t seem to be a great weather demand quarter. I’m just wondering if there was something specific going on there? Barry Perry Let me jump in. I will let Jim Laurito make a comment here, he’s on the phone. Jim runs our New York business. We’re obviously benefiting now from the three-year rate settlement that we entered into in New York after the two-year rate freeze. And we’re frankly very pleased with the performance of Central Hudson. It really has vindicated all of our strategy in New York to now be set up for the next three years. Jim, any comment? Jim Laurito Yes, Barry. Robert, I would just say that there were a couple of adjustments at year end that were favorable. One was related to our gas safety code compliance. There was a big adjustment favorable there. And then we had a prior-period tax adjustment. So those two things increased or goosed the Q4 earnings nicely. Robert Kwan Are you able to quantify what the impact of both of those together were? Jim Laurito I think they were probably around the $1.5 million range, net of tax, U.S. Operator Our next question comes from Ben Pham with BMO Capital Markets. Please proceed with your question. Ben Pham I wanted to keep on a Central Hudson theme. And I’m wondering when you considered the results and the rate case filing that is benefiting the numbers there within Central Hudson, has that utility — the earnings profile for 2015, is that getting towards what you expected with the acquisition when you came into it? And can you talk about the ROEs realized for this year? Barry Perry Karl, do you have the ROEs realized for — there are still some way below the sort of I call the — Karl Smith It is approaching 8%, Ben. Ben Pham Okay. So you’re not up to where you think it could get to eventually? Karl Smith Bear in mind, Ben, that the new rates only kicked in July 1. So we would expect in 2016 that we will get closer and close to the allowed return. Barry Perry 2016 is really the first full year with the rate settlement in place. So that becomes almost a benchmark year for CH. And I would say, Ben, that we’re very much where we’re with CH now is where we were expecting we would be when we announced the acquisition. Frankly, we did have to work through the settlement terms; it took probably a little longer but now we’re there. Ben Pham Okay. And then on your commentary around ITC accelerating growth, it looks like there’s rate based growth going to accelerate. Can you comment about the earnings-per-share side of things? Is that similar — going to be benefited the next few years? Because it doesn’t seem like you’re applying to move your dividend growth guidance at least for now and so I’m just wondering is that just more your payout ratio declining and you’re going to fund the CapEx? Or just maybe a little bit more color on that. Barry Perry I’m glad you made those observations, Ben. Clearly we’re very confident in the story with ITC. A lot of debate around do you move guidance now, do you wait until after closing and have that discussion? Consistent with Fortis’ conservative nature, we’re waiting to have that discussion until we get through the transaction, get the deal closed, get our planning together with ITC and then we will come out and have a conversation about that. I will tell you the Company looks a lot better with ITC going forward. Operator Our next question comes from Paul Lechem with CIBC. Please proceed with your question. Paul Lechem I realize you have been busy with ITC, but just wondering in Ontario, given the tax holiday and the impetus of drive consolidation of the LDCs, what is the level of interest from the municipalities in selling? Can you give us some discussion around how their thinking is — is this moving in a positive direction? Barry Perry I would say it is, Paul. We have been there a long time trying to achieve this obviously. And with the tax holiday approach we’re optimistic that we will find a few opportunities. We have a good business in Ontario. It’s making money. We have a team on the ground there that continues to have a lot of dialogue with various municipal utilities. So I would expect we will make progress there. But it’s a competitive environment. We’ve got to compete with now especially Hydro One, who you saw just recently purchased the transmission from Brookfield. So that’s a player that obviously we’re competing with. But we’re still there and we’re focused on it and our team is optimistic that we can have some success over the next few years. Paul Lechem Just a minor question on Belize. Just wondering now that things seem to have settled there, did that contribute at all to earnings in the quarter? Barry Perry I think it was a small amount. Immaterial overall, Paul. Not significant. Operator [Operator Instructions]. Our next question comes from Andrew Kuske with Credit Suisse. Please proceed with your question. Andrew Kuske I guess the question is for Barry and how do you think about the balancing act of Fortis at a holdco level versus the underlying operating companies? And how many of these opcos can you effectively manage from a capital allocation basis? I guess it’s really this delicate balancing point of diversity versus concentration. Barry Perry Clearly our focus is not on adding other businesses right now. Our focus is on getting this deal done and making sure that we integrate ITC well within the Fortis group. So I’m not going to be looking back to the acquisition market for some time. I will tell you Andrew, that we do have the model in North America for consolidating utilities. Management teams like the Fortis approach, regulators like the Fortis approach. And Fortis has evolved over the last few years in terms of how we do this. We added some more resources corporately; we’re up to 45 people at head office at this point. Maybe five years ago we were at 25 people. So we’ve added a few resources there. We’re highly confident we can continue to execute, but let me be clear, we’re not rushing out to do other acquisitions. This is a large transaction, it’s going to add a tremendous amount of value to Fortis in both the existing business and the development projects that ITC is working on. There’s not a need to look to other transactions or anything at this point in time. Andrew Kuske And then just culturally, how are you effectively incenting or just promoting a culture of some knowledge transfer among the utilities? Let’s just say for example there some interesting transmission opportunities that might exist in British Columbia that you could participate in. And once you close up ITC you obviously have a lot more knowledge in that space. How do you think about just knowledge transfer across the utilities and really promoting that to get maybe a multiplier effect on capital allocation in the future? Barry Perry We’re obviously right on top of that andrew. We’re encouraging all of our senior teams to work together. They don’t have to come through corporate, they deal with each other. We get together annually. We have our Fortis day where we bring all our teams together in different locations around North America. We encourage networking, whether it be in finance or HR or operations or IT. They all have form networks throughout the group. It’s not bureaucratic or anything like that. But they’re meeting once or twice a year sharing best practices. And the CEOs of all the subsidiaries, the large subsidiaries also serve on other boards within the Company. So there’s a lot of sharing there as well. That is how we achieve it, it works really well. But we’re not ever going to go to shared services or a big head office. That is not with the Fortis model. We will keep our operations very local and encourage that interaction between the teams on an informal basis. Andrew Kuske One final question if I may to Karl on bonus depreciation for your U.S. utilities and then prospectively looking at ITC. How do you think about electing on bonus depreciation and that balance of rate-based growth versus more immediate cash back given the bonus depreciation? Karl Smith Andrew, like most things we do we don’t look at things in isolation. So consistent with our model that Barry espouses, decisions are made at the local utility level with all things considered; regulatory, customers, et cetera. We don’t have a policy position per se Andrew. We leave those important decisions up to the local management teams to make the best choices in their respective jurisdictions. Operator And as there are no further questions, I would like to turn the call back over to Mr. Perry for any closing remarks. Barry Perry Just want to say thanks, everyone, for the interest. Obviously very exciting few weeks for Fortis. We’re looking forward to a strong 2016 and integrating the ITC acquisition into the Fortis group. Thank you very much. Operator Thank you for participating, ladies and gentlemen. This concludes today’s conference call. You may now disconnect. Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited. 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FirstEnergy (FE) Charles E. Jones on Q4 2015 Results – Earnings Call Transcript

Operator Greetings and welcome to the FirstEnergy Corp. Fourth Quarter 2015 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 FirstEnergy Corp. Thank you. You may begin. Meghan Geiger Beringer – Director-Investor Relations Thank you, Adam, and good morning. Welcome to FirstEnergy’s fourth quarter earnings call. We will make various forward-looking statements today 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 Investor 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 our website. Please note that on the Investor Relations page of our website we have also included a slide presentation that will follow this morning’s discussions. Participating in today’s call are Chuck Jones, President and Chief Executive Officer; Jim Pearson, Executive Vice President and Chief Financial Officer; Leila Vespoli, Executive Vice President, Markets and Chief Legal Officer; Donnie 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. Charles E. Jones – President, Chief Executive Officer & Director Thanks, Meghan. Good morning, everyone. I’m glad you’re able to join us. I’m excited to share the results from an important and productive year for FirstEnergy. In 2015 we made tremendous progress on major initiatives across our company. We put a number of obstacles behind us and completed critical work necessary to implement our regulated growth strategy going forward. At the same time, we consistently met our financial commitments to you. Last night we reported operating earnings of $0.58 per share for the fourth quarter and $2.71 per share for the year. These results, which reflect improved operations at our Competitive business, as well as growth in our Transmission business are above our initial guidance range for 2015, and in line with the revised estimates that we provided during our third quarter call despite the mild weather we experienced in the fourth quarter. For the first quarter of 2016, we have provided operating earnings guidance of $0.75 to $0.85 per share. As we will discuss later, we intend to provide additional guidance once we have an outcome in our Ohio Electric Security Plan. Before we move to Jim’s financial review, I’ll take a few minutes to discuss the key events from 2015. First, we removed regulatory uncertainty and important steps to position our regulated utilities for growth with the conclusion of rate cases in West Virginia, New Jersey and Pennsylvania. Resolving these cases allows us to plan for additional infrastructure and reliability investments at those utilities. In Pennsylvania, we took that next step by filing Long Term Infrastructure Improvement Plans for each of our four operating companies in October. These plans, which were approved by the Pennsylvania Public Utility Commission last week, outline a projected increase in capital investment of nearly $245 million over five years to help strengthen, upgrade and modernize our Pennsylvania distribution systems. Yesterday, we filed for approval to implement a distribution system improvement charge at each of the four operating companies, which will allow us to recover quarterly costs associated with the capital projects approved in the LTIIPs. In Ohio, we achieved an important milestone for our latest Electric Security Plan by reaching a settlement agreement with the staff of the Public Utilities Commission of Ohio and 16 other parties, including EnerNOC, an energy management solutions provider, Ohio Partners for Affordable Energy, a low income customer advocacy group, and IGS Energy, an independent energy supplier. The agreement outlines the ambitious steps to safeguard Ohio customers against retail price increases and volatility in future years, deploy new energy efficiency programs, and provide a clear path to a cleaner energy future by reducing carbon emissions. Our settlement includes an eight-year retail rate stability rider associated with the proposed Purchased Power Agreement. This provision will help protect customers against rising retail prices and market volatility while helping preserve vital base load power plants that serve Ohio customers and provide thousands of jobs in the state. The PPA includes the Sammis Plant in Stratton, Ohio, the Davis-Besse Nuclear Power Station in Oak Harbor, Ohio, which recently received approval from the Nuclear Regulatory Commission for a 20-year license extension, and a portion of the output of two OVEC plants. The procedural schedule for our Ohio case is nearly complete, with hearings concluded, initial briefs filed, and reply briefs due next Friday. A decision from the PUCO is expected in March. Clearly, there is a lot of talk about the PPA as all interested parties seek to have their voices heard. We firmly believe that our plan serves the best interests of Ohio customers and Ohio communities while supporting competitive markets in the state and PJM. This generation will continue to be offered into PJM’s energy and capacity markets, and the PPA will have no impact on our standard service offer or customers’ ability to shop for their retail electric supply. In fact, we expect that the output from these plants will be treated no differently than the 20% of regulated generation that currently clears in the PJM markets, and that 20% does not include imports into PJM, which from MISO would be primarily regulated generation. I’m sure you’ll have lots of questions about the legal and regulatory process, and Leila’s standing by to share our perspective during the Q&A. We believe our plan is the right one for Ohio, and we remain very optimistic in the outcome, both in Ohio and at FERC. Let’s turn to our Transmission business. We just passed the halfway point of the first phase of our Energizing the Future, transmission investment initiative to meet the reliability needs of our customers and communities. We remain on track to meet our target of $4.2 billion in spending during the 2014 through 2017 timeframe. Consistent with our plan, we spent $2.4 billion in 2014 and 2015, including $986 million last year, on projects to address service reliability, grid modernization and growth. We completed major initiatives to address last year’s Northeast Ohio plant deactivations, and brought online critical new infrastructure to support midstream gas operations in our region. Work in 2016 is expected to include $1 billion in investments on projects such as synchronous condensers at our Eastlake Plant, new line construction projects in West Virginia and New Jersey, Static Var Compensator projects in Pennsylvania, New Jersey and West Virginia, and several new substations, line rebuilds and reconductoring projects. While expansion in the shale markets has cooled, we expect investments over the next several years of about $150 million for work that is already in the pipeline. We also addressed several matters in 2015 that support future investment in this important long-term growth platform. During the fourth quarter, FERC approved our settlement for a forward-looking formula rate structure at our ATSI subsidiary which permits more timely recovery of our investments. In addition, in June we filed to create a new subsidiary named Mid-Atlantic Interstate Transmission, or MAIT. This subsidiary would hold the transmission assets of Met-Ed, Penelec and JCP&L and facilitate new investments that can improve service reliability for those customers. Our proposal is on FERC’s agenda for tomorrow and we are seeking approval from both the Pennsylvania Public Utilities Commission and the New Jersey Bureau of Public Utilities by the middle of the year. These structural changes are important steps to ensure timely recovery of our investments and set the stage for continued growth through our Energizing the Future transmission initiative. Turning to our Competitive operations, the PJM capacity market reforms approved by FERC have already begun to have a positive impact on the capacity auction process, although the markets continue to fall well short of being compensatory for long-lived capital assets like base load generation units. Our revised competitive strategy, focusing on stabilizing the business by reducing risk, also produced positive results. In 2015, we sold 75 million megawatt-hours while significantly reducing our exposure to weather-sensitive load and executing a rigorous commitment to economically dispatching our units. As a result, we mitigated the impact of severe weather in the first quarter of 2015 and achieved adjusted EBITDA of $949 million. This is in line with the revised guidance that we provided in October and reflects solid operational results as well as the impact of our Cash Flow Improvement Project. We are holding off on providing adjusted EBITDA guidance for 2017 and 2018 until our Analyst Meeting following the PUCO decision in Ohio. However, we are reaffirming both our 2016 adjusted EBITDA guidance range for the Competitive business of $950 million to $1.05 billion, and our expectation that the business will be cash flow positive each year through at least 2018. Before I move from our Competitive segment, I’ll mention that given the significant decline in the global coal market, we impaired our investment in the Signal Peak mine, resulting in a $362 million pre-tax noncash charge, which Jim will cover in more detail. Finally, I’ll spend a few moments discussing our Cash Flow Improvement Plan and other financial matters. We took a very important step to improve our financial metrics and balance sheet in 2015 through the launch of the Cash Flow Improvement Project. This initiative began in the spring, with a goal to capture meaningful and sustainable savings opportunities and process improvements across the company while continuing to fully meet the needs of our customers, our organization and our employees. I’m very pleased with the results of this effort to-date. We are on track to capture $155 million in savings this year and $240 million annually by 2017, up from our initial goal of $200 million over the timeframe. The results from this initiative will allow us to essentially hold our O&M flat through 2017. We put a lot of risk behind us in 2015, including key initiatives that provide our company with greater strength and flexibility as we pursue our regulated growth plans. I’m also gratified by the response from the rating agencies. In December, citing our shift in strategy and more credit friendly business risk profile, Fitch revised its outlook from stable to positive. Days later, Moody’s affirmed its Baa3 rating with a stable outlook for FirstEnergy Corp., FES and Allegheny Energy Supply, citing our Ohio ESP settlement. Over the past year, I’ve gotten to know many of you and I’ve shared my leadership philosophy, including my commitment to make our company more transparent. I hope you’ve seen that in action over the past year. I’ve told you one of our primary objectives is to improve the quality of our earnings. This year, two significant noncash adjustments got in the way. The annual mark-to-market for pension and OPEB will remain an annual adjustment, either up or down, and the impairment of the Signal Peak coal mine is required, given the current market for coal and the fact that this isn’t a core asset for us. Outside of these two items, earnings quality in 2015 was very solid, and is supported with operational cash flows that showed a $700 million improvement over 2014. We are making solid progress, and once we have an outcome in our Ohio ESP, we should be in a position to provide 2016 full-year earnings expectations and shed more light on the next couple of years, including our regulated growth projections and any future equity needs to support our growth initiatives. It remains our priority to continue strengthening our balance sheet and further de-risk our Competitive business. These steps will help ensure we are well positioned to pursue the next period of regulated growth and success, benefiting our 6 million customers and the local economies we serve, our investors and our employees. Now I’ll turn the call over to Jim for a brief review of the quarter. As always, we reserved plenty of time for your questions before the end of the hour. James F. Pearson – Executive Vice President & Chief Financial Officer Thanks, Chuck, and good morning, everyone. As always, 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. We also welcome your questions during the Q&A or following the call. Our fourth quarter operating earnings of $0.58 per share compares to $0.80 per share in the fourth quarter of 2014. On a GAAP basis, we recorded a loss of $0.53 per share for the fourth quarter of 2015 compared to a loss of $0.73 per share during the same period last year. 2015 fourth quarter GAAP results include special items totaling $1.11 per share. I’ll spend a few moments on two of those items before moving to the review of operating results. The first of these is the impairment charge related to our investment in the Signal Peak mine. As Chuck mentioned earlier on the call, given the weak market for coal globally, in the fourth quarter we wrote off our investment in Global Holding, the parent company of Signal Peak, resulting in a noncash pre-tax charge of $362 million or $0.56 per share, which reduced the value of this investment to zero. As some of you may remember, back in 2011, FirstEnergy sold a portion of its ownership interest in Signal Peak, receiving $258 million in cash proceeds and recognizing a $370 million after-tax gain which included a sizeable step-up in the one-third interest we retained. Presently, the mine remains operational and FirstEnergy continues to provide a full guarantee on Global Holding’s $300 million term loan. Since this investment is no longer a strategic fit for FirstEnergy, we have moved the earnings associated with Signal Peak from our Competitive segment to Corporate/Other for all periods. The second special item is the $0.35 per share annual pension and OPEB mark-to-market adjustment, another noncash item. As discussed in our third quarter call, we anticipated this charge given the plan’s investment performance, which was partially offset by a 25 basis point increase in the discount rate. I will note that for 2016 we have $381 million in required minimum pension funding, with $160 million already contributed to the plan last month. Let’s spend some time walking through the fourth quarter drivers by business units, followed by a brief review of the full year. In our Distribution business total deliveries decreased 6% in the quarter or 2% on a weather-adjusted basis. Residential sales decreased 10.6% and commercial sales decreased 3.4% compared to the fourth quarter of 2014. Our region saw the mildest fourth quarter temperatures in at least 35 years, with heating degree days that were nearly 30% below both last year and normal. The decrease in customer use also reflects the adoption of energy efficient lighting and the impact of other energy efficiency measures. We continue to analyze these efficiency trends and we plan to discuss the expected impact on our load forecast over the next few years when we hold our Analyst Meeting. Sales to industrial customers decreased 3.9% in the quarter as a result of lower usage from our steel, mining, chemical, electrical equipment and manufacturing customers, partially offset by increased usage from the shale gas and automotive sectors. Distribution results were also impacted by higher operating expenses, which included planned reliability spend in the quarter, primarily at JCP&L. In our Transmission business fourth quarter operating earnings increased as a result of higher revenue associated with a higher rate base and ATSI’s forward-looking rate structure, which became effective in January 2015, partially offset by a lower return on equity at ATSI as part of its comprehensive settlement that was approved by FERC in October. In our Competitive business, we recorded strong fourth quarter operating earnings as higher commodity margin was offset with higher operating expenses. The impact of lower contract sales was offset by higher capacity revenues, lower purchased power, fuel and transmission expenses, and increased sales to the wholesale market, reflecting our more open position. Operating costs for the Competitive business were higher in the fourth quarter of 2015, primarily due to expenses related to the nuclear refueling outage at Beaver Valley Unit 2. Finally, at Corporate, a higher effective income tax rate and higher interest and operating expenses reduced operating earnings by $0.08, in line with our expectations. Now I’ll take a couple of minutes to discuss full year results and review the key earnings drivers for 2015. Operating earnings were $2.71 per share compared to $2.56 in 2014. GAAP earnings were $1.37 per share in 2015 compared to $0.71 in the prior year. At our Regulated Distribution utilities, 2015 operating earnings were in line with our guidance. The net benefit of resolved rate cases and generally favorable weather was offset primarily by higher operating expenses associated with planned reliability maintenance. Total distribution deliveries decreased about 1% compared to 2014. In the Industrial segment sales declined primarily due to decreased steel and mining production. Sales to residential and commercial customers were essentially flat compared to the prior year. In the Regulated Transmission segment, operating earnings increased primarily as a result of a higher rate base and a forward-looking rate structure at ATSI in the company’s Regulated Transmission business. In our Competitive business, operating earnings increased significantly, primarily due to improved commodity margin related to higher capacity prices. Adjusted EBITDA was $949 million in line with our expectations. You’ll recall that we began the effort to reposition our sales portfolio in the second quarter of 2014. Our total retail customer count at the end of 2015 was 1.6 million, a decrease of 445,000 customers from December 31, 2014. We sold about 75 million megawatt hours in 2015, including 68 million megawatt hours of contract sales and an additional 7 million megawatt hours of wholesale. We currently have about 61 million megawatt hours committed for 2016 and for 2017 about 38 million megawatt hours are committed, or about half of our expected generation resources. The Ohio PPA would add approximately 23 million megawatt hours on an annual basis, which would essentially close our sales positions through the first half of 2017. In the Corporate segment, 2015 operating earnings were consistent with our guidance, reflecting higher interest and operating expenses as well as a more normal effective income tax rate. 2015 should be recognized as a pivotal year for our company. We were able to raise the operating earnings guidance that we provided, reduce risk and build a solid platform for regulated growth. We’re confident that our efforts will help us reach our goal of creating long-term value for FirstEnergy shareholders. Now I’d like to open the call up for your questions. Question-and-Answer Session Operator Thank you, ladies and gentlemen. We will now be conducting a question-and-answer session. Our first question comes from the line of Stephen Byrd from Morgan Stanley. Please go ahead. Stephen Calder Byrd – Morgan Stanley & Co. LLC Hi. Good morning. Charles E. Jones – President, Chief Executive Officer & Director Good morning. Stephen Calder Byrd – Morgan Stanley & Co. LLC I wanted to discuss transmission spending opportunities. In your fact book I think it’s slide 45, you talk about a review of the reliability in your ATSI system. And maybe that should be phrased more broadly, but just wanted to check-in in terms of as you assess transmission needs, replacement of 69-kV lines, 138-kV lines, what is your sense in terms of the potential for additional spending to enhance reliability in transmission in particular? Charles E. Jones – President, Chief Executive Officer & Director Well, Stephen, we’ve talked about this a little bit in the past. Our team has identified in excess of $15 billion worth of projects that we could execute, all on our existing 24,000 miles of transmission lines. And that’s our focus. And what we do with those projects is we prioritize them in the best way to drive benefits for customers. And my view is the best investments we can make are the ones that customers are willing to pay for and that you all are willing to invest in. So the opportunity is there for us to make these kind of investments for a long time; the ability to add on an annual basis to that is a little bit challenged by the availability of a transmission construction work force in our country. So I wouldn’t expect that you would see a huge increase on an annual basis, but you could extrapolate out quite a bit into the future how long we can continue to execute this program. Stephen Calder Byrd – Morgan Stanley & Co. LLC That’s very helpful. That makes sense. And wanted to shift over to the Ohio PPA discussions. I’m sure there will be many questions on this. At the FERC level, I guess comments are due February 23 or thereabouts, and I know this is obviously not your preferred outcome, but if the FERC case were to go in opposition to the PPAs, could you talk a little bit about what the implications might be, understanding again that that’s not your preferred outcome? Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer Oh hi, Stephen. This is Leila. So I don’t think it would be the likely outcome either, but – so let me spend a couple of seconds just kind of recount for the group what that would have actually entailed to get to that place. So right now we have an affiliate waiver and the basis upon which it was granted, those items have not changed. If you think about it, Ohio still, the customers are not captive. They can shop. There hasn’t been a law change. That means that the Ohio Commission is still in order to approve the PPA would have to find that the ESP is better than the MRO. They would still be protecting customers. So if you look at those kind of things, again I don’t think that it’s something that the FERC should rescind, if you would. But if they were to do that, what would happen – they would likely apply the Edgar rule. So you could look at the different provisions of how they look at that. There’s several ways to comply with the Edgar rule and one of them looks at non-price terms and conditions. So we would be looking at a hearing dealing with our PPA, and I think there are a lot of things that could be said around the non-term price and conditions that would allow the pricing to stand as well. Stephen Calder Byrd – Morgan Stanley & Co. LLC Understood. Thank you very much. Operator Thank you. Our next question comes from the line of Gregg Orrill from Barclays. Please go ahead. Gregg Gillander Orrill – Barclays Capital, Inc. Yeah. Thank you. Two questions. The first one is regarding the Competitive business guidance for 2016. And I guess it was the same as it was in the third quarter look, despite the fact that wholesale power prices are down. Could you talk about what the drivers there were? Donald R. Schneider – President, FirstEnergy Solutions ( FES ), FirstEnergy Solutions Corp. Sure, Gregg. This is Donnie. If you take a look at our slide 104 of the fact book you can see the EBITDA guidance. And as you clearly indicated, the fall-off in prices, we reflected that in our open position. We’re down about $3 there. But we’ve also lowered our costs, especially our fossil fuel. We went back and took another hard look at some of the things we’d done in CFIP. We were able to lower that. Net of those two things, the lower revenue from the decline in the open position, net of what we’ve been able to do on the cost side, our commodity margin’s only down about $15 million, which is well in the range of our EBITDA. Gregg Gillander Orrill – Barclays Capital, Inc. Okay, thanks. And then regarding the equity needs, can you talk about your thoughts there in light of some of the write-offs and funding needs that you have? Charles E. Jones – President, Chief Executive Officer & Director Well, I’ve said pretty consistently that we have set a goal of strengthening our balance sheet and getting to where we need to get with the rating agencies without having to use any equity to do that. And I just don’t believe that that is the intent of shareholder equity. We’ve worked very hard this past year. I talked about the results of CFIP. We’ve also made improvements in other parts of our operation, and then we’ve got the entire Ohio ESP to get a resolution on before I think we’re in any position to talk about what future equity needs might be. We talked about $245 million of incremental investment in Pennsylvania distribution. Under the Ohio ESP there’s an extension of the DCR rider plus potential opportunities to invest in increasing the smart distribution network in Ohio. Along with transmission with ATSI, transmission with MAIT, what we need to do and what we plan to do is communicate to you what type of regulated growth rate we’re going to strive for going forward, once we have these last remaining questions done. And then any equity needs are going to be driven off of that. They are not going to be driven off of a need for equity to deal with any of the financial issues that we’ve been trying to wrestle to the ground this last year. They will only be used for growth, and that’s our intent. Gregg Gillander Orrill – Barclays Capital, Inc. Thank you. Operator Thank you. Our next question comes from the line of Paul Ridzon from KeyBanc. Please go ahead. Paul T. Ridzon – KeyBanc Capital Markets, Inc. What’s your current thinking around when the Ohio Commission will rule, and kind of what’s your outlook for potential that – that schedule getting delayed? And if it were delayed beyond the PJM auction, how would it impact your bidding behavior? Charles E. Jones – President, Chief Executive Officer & Director Well, as I said in my comments, we’re expecting an answer from the Ohio Commission in March. And so I don’t think it’s going to affect our bidding behavior one way or another. Our Competitive generating business bids in our Competitive fleet. We have regulated generation in West Virginia already that is bid by a regulated generation group. The two do not talk, as required by FERC’s Standards of Conduct. This generation will get bid in by one of those two groups, depending on which side of the fence it’s on. Paul T. Ridzon – KeyBanc Capital Markets, Inc. Can you remind us what the original investment in Signal Peak was? James F. Pearson – Executive Vice President & Chief Financial Officer We made an original cash contribution, about $150 million. Paul T. Ridzon – KeyBanc Capital Markets, Inc. And you sold a piece for what, you said $230 million? James F. Pearson – Executive Vice President & Chief Financial Officer Yes. That’s – we sold 50% of our interest and we had a cash proceeds of about $234 million. Paul T. Ridzon – KeyBanc Capital Markets, Inc. Okay. Thank you very much. I’m good. Operator Thank you. Our next question comes from the line of Dan Eggers from Credit Suisse. Please go ahead. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Hey. Good morning, guys. Charles E. Jones – President, Chief Executive Officer & Director Hey, Dan. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) First question just on – a couple of cash flow questions for you guys, first off. How should we think about bonus depreciation affecting kind of the cash flows coming back in? And how does that get treated at the different utilities/transmission assets as far as adjusting rate base? James F. Pearson – Executive Vice President & Chief Financial Officer Dan, this is Jim. Bonus depreciation, we were already in a large NOL position through the 2018 and 2019 period, so this is just going to extend that beyond 2021. Obviously these years will change somewhat with the approval of the PPA scenario. On the earnings side, it’s really a modest impact from a rate base reduction. We’ll see a little bit on the transmission side and certain of our other jurisdictions that have formula like rate recovery such as the DCR in Ohio. But I would say the impact to our earnings rate base is going to be minimal. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) So should we assume – what kind of cash tax rate are you guys assuming through 2021? Are you at an AMT or sub-AMT level then? K. Jon Taylor – Chief Accounting Officer, VP & Controller Hey, Dan. This is Jon Taylor. We’re at the AMT level. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. Got it. And then I guess on the pension side, did I read it correctly from the last quarter slides, this quarter slides, that your pension expenses are up about $55 million in 2016 versus 2015 on a pre-tax basis? James F. Pearson – Executive Vice President & Chief Financial Officer Yeah, Dan. Two things that are driving that; first is we had a 25 basis point decrease in the return on assets. So we took that down from 7.75% to 7.5%. And then we also saw a 25 basis point increase in the discount rate, which would increase our interest costs. So the two of those was about $50 million. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. Got it. And I guess if we look at the kind of, from the K, the five-year funding plans or obligations for pension are up about $600 million through the five-year running period from last K to this K. Do you guys see any funding obligations around that? Or is it – because this is kind of beyond 2016 we’ll wait and see what happens in the interest rate environment between here and there? Charles E. Jones – President, Chief Executive Officer & Director Dan, what we have out there, and you’re right, our five-year required contributions are about $500 million higher than what the five-year required contributions were in the 2014 10-K. Our actuary Aon, they recalibrate that annually. And at this point these are fundings that we would be required to make. As we said, we have a $381 million contribution required in 2016. We’ve already made $160 million in January. 2017, we have a $439 million pension contribution. That’s down somewhat from where we were in the 2014 10-K where we had $555 million, but again that’s associated with our actuary recalibrating when our payments are required and some of those payments were moved out to a future year. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. Thank you. And I guess just last one on the ESP side in Ohio. Does it become a friction point where you have to have a decision in order to implement rates before ESP3 goes away? And how much time or how much cushion do you guys need between PUCO making a decision and you guys being ready to implement? Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer So, yes. So it does become that point, but I think it’s going to be a moot question because I fully expect the Commission to act in March. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) So a decision in March gives you plenty of time. Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer Correct. Daniel L. Eggers – Credit Suisse Securities ( USA ) LLC (Broker) Okay. Very good. Thank you. Operator Thank you. Our next question comes from the line of Julien Dumoulin-Smith from UBS. Please go ahead. Julien Dumoulin-Smith – UBS Securities LLC Hi. Good morning. Can you hear me? Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer Yeah. Charles E. Jones – President, Chief Executive Officer & Director Yeah. We can here you. Julien Dumoulin-Smith – UBS Securities LLC Excellent. So let me just follow up on what Dan was asking there. First, on the bonus depreciation point, can you elaborate a little bit more on the earnings impact rather than the cash flow? And think about what it does separately to the Transmission and the Distribution side as you think about perhaps the next round of rate case and/or FERC filing? James F. Pearson – Executive Vice President & Chief Financial Officer At this point, Julien, I would say that the impact on each of the segments would just be pennies. It would not be material at all. Julien Dumoulin-Smith – UBS Securities LLC Got it. Could you elaborate why that would be, just be clear, just as you think about? Is that principally because you haven’t filed, or you don’t necessary have a meaningful distribution case contemplated? James F. Pearson – Executive Vice President & Chief Financial Officer Yeah. At this point on the Distribution side, it would only impact the utilities that we have formula-like rates considering the DCR in Ohio. We have rates that are in effect in all of our other jurisdictions will likely be looking to go in for rates in New Jersey and Pennsylvania, but that will not be – we won’t see changes to our rates probably until the 2017 timeframe at this point, but we’ll give you more clarification on that when we have our Analyst Day Meeting. Julien Dumoulin-Smith – UBS Securities LLC And just to clarify Analyst Day expectations, if there is indeed an issue at FERC, I suppose a, you would expect to host your Analyst Day would be in terms of providing guidance, should we continue to expect EBITDA guidance kind of status quo as you laid out? If the 206 is successful. Charles E. Jones – President, Chief Executive Officer & Director Yes. Well, I think here’s where we’re at. We’re going to wait till we get the outcome in Ohio. Once we have that then we’re going to give you a little clearer guidelines on what we’re expecting in terms of our Analyst Meeting. One way or another we’re going to be giving you guidance for 2016 that includes the ESP or doesn’t include the ESP based on where we’re at, at that point in time. Julien Dumoulin-Smith – UBS Securities LLC Got it. And then lastly on the Signal Peak assets, what’s the situation in terms of the servicing the debt, just the guarantee there? If you can just elaborate in terms of the assets itself? James F. Pearson – Executive Vice President & Chief Financial Officer Okay, Julien. This is Jim. From servicing the debt, the mine continues to service that debt. The only time that we would have a change there is if we become more of a full-time owner of the mine if we would have control of over 50% of that. The first step we would have to do is likely consolidate that debt on to our balance sheet. Right now it’s not consolidated because we’re only a 33% owner. And then ultimately if there was a capital call that the other owners were not able to fulfill that would also likely require us to make that capital call. At the end, of that $300 million, $100 million is purely ours because we own a 33% interest in that and once we understand fully what happens to the mine, if it would happen to shut down then we would be responsible to fill that obligation to the banks. Julien Dumoulin-Smith – UBS Securities LLC The balance of the obligation. James F. Pearson – Executive Vice President & Chief Financial Officer That’s correct. Julien Dumoulin-Smith – UBS Securities LLC Great. Thank you so much. Operator Thank you. Our next question comes from the line of Paul Patterson from Glenrock Associates. Please go ahead. Paul Patterson – Glenrock Associates LLC Good morning. How are you? Charles E. Jones – President, Chief Executive Officer & Director Good morning. Paul Patterson – Glenrock Associates LLC Just on, a quick question here. In terms of the PPA associated generation, how much of that if you could remind me, cleared in the 2018/2019 auction? Donald R. Schneider – President, FirstEnergy Solutions ( FES ), FirstEnergy Solutions Corp. This is Donny, Paul. So Sammis and Beaver Valley it all cleared in the 2018/2019 auction. I’m sorry, Sammis and Davis-Besse, it all cleared in the 2018/2019 auction. Paul Patterson – Glenrock Associates LLC Okay. And then you guys brought up sort of an interesting issue here in terms of how your generation in the PPA would be similar to regulated generation, et cetera. And I don’t recall when the Harrison Plant acquisition by the regulated affiliate in Virginia was – or West Virginia, excuse me, was being purchased, this much of an issue in terms of opposition, et cetera, from generators, et cetera. Why do you think in this case it’s being so much more of an issue than it would be in the Harrison case when it sounds to me, and correct me if I’m wrong, the economics would kind of be similar in terms of the impact on the market? Charles E. Jones – President, Chief Executive Officer & Director I am at a complete loss for why it is such a big issue for others, because I do think it is financially the same as what happened with Harrison. These units will no longer supply retail load. They will no longer supply polar load. They are not going to influence the competitive market in any way. So I’m at a complete loss for why it has generated such adamant opposition other than potentially misery loves company. Paul Patterson – Glenrock Associates LLC Okay. Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer And if I could add on just a little bit to that. So if you think about the parade of horribles that EPSA and others highlighted in their complaint to FERC, they talked about if you let these generating units look regulated, have in effect what they called an out of market subsidy, that would crash the marketplace. Well, if you think about PJM, as Chuck alluded to earlier, 20% of PJM is already regulated. And that doesn’t even include the FRR entities. And if you think about what they were talking about, the bidding aspect of this, it’s public information that prior to capacity performance three-quarters, so 75% of the megawatts in the PJM capacity auctions bid at zero. So they bid at price takers. And after CP it was about roughly half. But if you think about it with the new penalty, that what you associated with that penalty should kind of be your new zero. So I would suggest that the new price takers is actually even higher than 50%. So what that would suggest is some of the generators who actually filed this and complained so loudly saying that it was going to crash the market, they themselves actually bid into the capacity market at zero. Paul Patterson – Glenrock Associates LLC Okay. Fair enough. And then just on the… James F. Pearson – Executive Vice President & Chief Financial Officer Hey, Paul, and just to be clear on the capacity, I said it all cleared. In actuality when you look at our fact book on slide 119, you’d see that there were 525-megawatts in ATSI that did not clear. And… Paul Patterson – Glenrock Associates LLC I’m sorry. Go ahead. James F. Pearson – Executive Vice President & Chief Financial Officer A slice of that may be at Sammis and Davis-Besse, but essentially it all cleared. Paul Patterson – Glenrock Associates LLC What do you – why would a slice of it not (44:20), I guess? James F. Pearson – Executive Vice President & Chief Financial Officer Well, to the degree we bid all of our units on a curve, there could be a slice that didn’t clear. Paul Patterson – Glenrock Associates LLC Okay. That would be Sammis and Davis-Besse? James F. Pearson – Executive Vice President & Chief Financial Officer Yeah, generally we bid all of our units on a curve, Paul. Paul Patterson – Glenrock Associates LLC Okay. But I mean I guess what I’m wondering, though, is that of the PPA-affiliated plants, some of it may have cleared and some of it may not have cleared. Is that correct? James F. Pearson – Executive Vice President & Chief Financial Officer It would not look any different than the rest of our unregulated plants, Paul. Paul Patterson – Glenrock Associates LLC Okay. Just to get back to Julien’s question on the – just to make sure I understand on the Global Holding guarantee, the $300 million. It wasn’t clear to me exactly how much on the hook you guys are if the Signal Peak mine becomes uneconomic or unable to – and you don’t get the capital calls from third parties. How much would be the total risk that you guys may or may not have? I’m just – it wasn’t clear completely. James F. Pearson – Executive Vice President & Chief Financial Officer The total amount would be $300 million, less any types of proceeds that we could get from the sale of the mine. So if we cannot sell the mine for anything, the maximum would be $300 million. Paul Patterson – Glenrock Associates LLC Okay. James F. Pearson – Executive Vice President & Chief Financial Officer Assuming that there is some value to the mine, we would be able to use those proceeds to reduce that amount of exposure. Paul Patterson – Glenrock Associates LLC Great. Thanks so much. Operator Thank you. Our next question comes from the line of Anthony Crowdell from Jefferies. Please go ahead. Anthony C. Crowdell – Jefferies LLC Hey. Good morning. Just two quick questions I guess on the PPA is first, do you think FERC rules before the May PJM auction? And second, you had mentioned the waiver earlier, that you have a waiver between your utility and competitive generation. Is the waiver unique to a particular PPA or is it I guess for any PPA that goes between your utility and competitive businesses? Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer This is Leila. So it covers all the transactions between the utilities and the affiliates. And again, the basis upon which it was granted, the circumstances haven’t changed. The Commission still retains the ability to protect customers. And I apologize, I forgot your first question? Anthony C. Crowdell – Jefferies LLC Just do you think FERC rules before the auction in May? Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer Oh, whether it will rule, I’m sorry. Yes. Nothing’s carved in stone and they don’t have to. EPSA asked for expedited treatment, but most people believe that they will act before the auction and probably act on the filed paper as opposed to holding a hearing. That would be my best guess. Anthony C. Crowdell – Jefferies LLC Just quickly then, has FERC ever reversed policy and revoked a waiver? Leila L. Vespoli – Executive Vice President, Markets & Chief Legal Officer I don’t know the entire history, but I could tell you what FERC has done with regard to captive customers and shopping. FERC on several occasions has been asked to kind of look behind the curtain and opine whether a state’s particular flavor of retail choice is what they would agree with or not. And FERC has consistently said no, as long as they’re not captive customers, as long as they can shop, then we’re not going to try and second guess what commissions do. Anthony C. Crowdell – Jefferies LLC Great. Thanks for taking my questions. Operator Thank you. Our next question comes from the line of Praful Mehta from Citigroup. Please go ahead. Praful Mehta – Citigroup Global Markets, Inc. (Broker) Thanks. Hi, guys. Charles E. Jones – President, Chief Executive Officer & Director Good morning. Praful Mehta – Citigroup Global Markets, Inc. (Broker) Hi. Sorry to go on the PPA question again, but I’m just trying to understand the other side. And I know this is clearly not the preferred path, but if the PPA does get cancelled for whichever partner or how it gets cancelled, I’m just trying to paint a picture first from an equity needs perspective and also from a strategic fit perspective. As in, if you do see the PPA getting cancelled, is there any view on how the equity need requirement changes, especially to support the credit? And secondly, strategically do you see this business as still a fit within FE? Or do you look to do an exit in some form at some point? Charles E. Jones – President, Chief Executive Officer & Director Well, first off we have not communicated any earnings guidance for full year 2016, whether the PPA gets done or not, and I’m not going to do that here this morning. What I’ve said is we will deal with that outcome when we have it, and we will communicate at that time what our earnings guidance for 2016 is, what our future growth plans for the utilities are, what our future equity needs might be, if anything, to support that growth. So I think you’re just going to have to be patient and wait for the outcome, and then we’ll tell you where we’re at at that point in time. And beyond that I’ve consistently said I think that Generation, Transmission and Distribution are all critical assets in terms of serving customers. And right now I don’t see any strategic change there for us. Praful Mehta – Citigroup Global Markets, Inc. (Broker) Fair enough. And on the second question, if I look at the generation of the Competitive business and I look at the… Charles E. Jones – President, Chief Executive Officer & Director And I would remind you that in my remarks I told you that this business is generating positive EBITDA, positive cash flow through 2018 without any benefit from the Energy Security Plan. Praful Mehta – Citigroup Global Markets, Inc. (Broker) Gotcha. And that’s a great lead-in actually to my second question which is, as I think about that positive free cash flow, I guess an important part of that is just the different channels that you sell your generation through. And LCI looks like an important piece of that puzzle. The range that you generally provide for LCI is in the zero to 20-terawatt hours of sales in that LCI direct. 2017 looks like it’s just at 5 terawatt hours right now. And clearly it’s early days and you’re waiting for the PPA. But is there – the reason why I’m focused on it is, the LCI price versus the spot price, there’s like almost a $20 per megawatt hour difference. So I’m just trying to put a lower bound on that LCI sale, as in, at a minimum what level do you see achieving at LCI or LCI channel sales in the 2016/2017 timeframe? Donald R. Schneider – President, FirstEnergy Solutions ( FES ), FirstEnergy Solutions Corp. So this is Donny. I think actually if you look at slide 104 in the fact book it shows LCI, MCI and mass market we’ve got 16.4 terawatt hours closed already for 2016 delivery. Praful Mehta – Citigroup Global Markets, Inc. (Broker) No, I’m looking at 2017 and LCI for 2017 is 5 terawatt hours which is what I’m looking at. Donald R. Schneider – President, FirstEnergy Solutions ( FES ), FirstEnergy Solutions Corp. Oh, yeah sure. Yeah. We’ve got a ways to go there. LCI customers generally are shorter terms contracts compared to government aggregation for example. So it would not be unusual to be able to close 10 terawatt hours or 15 terawatt hours in a year prior to the delivery year. Praful Mehta – Citigroup Global Markets, Inc. (Broker) Got you. And do you expect those prices to be at similar levels to where you currently cleared which is around $54 per megawatt hour, $55 per megawatt hour? Donald R. Schneider – President, FirstEnergy Solutions ( FES ), FirstEnergy Solutions Corp. That’s more difficult to say, because what you got to keep in mind embedded in that price is the price of capacity. So a customer in ATSI in the 2015/2016 timeframe is going to look different than a RTO customer and that’s going to look different than a customer in the 2017/2018 timeframe. So it’s very hard for us to say kind of what price we would end up locking those in at. What I would tell you is we would have consistent margins. Praful Mehta – Citigroup Global Markets, Inc. (Broker) Got you. That’s very helpful. Thank you. Operator Thank you. Our next question comes from the line of Charles Fishman from Morningstar. Please go ahead. Charles Fishman – Morningstar Research Good morning. This will be quick I think. In comparing the fact sheets, it looks like the transmission spend you’re projecting a little up for 2016, lower in 2017. But nothing has changed with respect to Energizing the Future. I mean the overall project is pretty much on track from the way you initially set it up a couple of years ago, correct? Charles E. Jones – President, Chief Executive Officer & Director That’s correct. Charles Fishman – Morningstar Research That’s the only question I had. Thank you. Charles E. Jones – President, Chief Executive Officer & Director All right. Charles E. Jones – President, Chief Executive Officer & Director Okay, well there are no more questions in the queue. I’d just like to thank you all for your continued support. I look forward to getting our answer from Ohio here in a few weeks and then look forward to meeting you all face to face at the Analyst Meeting following that. Thank you. Operator Thank you, ladies and gentlemen. This does conclude our teleconference for today. You may now disconnect your lines at this time. Thank you for your participation, and have a wonderful day. Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited. 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