Firstenergy Corp (FE) — Q3 2017 Earnings Call Transcript

Thank you, Rob, and good morning. Welcome to FirstEnergy's third 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.

Thank you, Meghan. Good morning, everyone. Yesterday afternoon, we reported very strong third quarter results. Our GAAP earnings were $0.89 per share. Our operating earnings of $0.97 per share not only exceeded the third quarter of 2016, but also surpassed our guidance range. This was possible in part due to another very solid quarter in the regulated business, as well as stronger-than-expected results in our Competitive and Corporate segments. Above all, it reflects our teams' laser focus on costs, cash and operational performance and our track record of execution. I'm pleased to note that we are now closing in on three straight years of exceeding or meeting the midpoint of operating earnings guidance we provided to investors. As always, Jim will provide more details on our quarterly financial results later in the call. Now, let's move to a discussion of some of the key developments across our company. We'll start with our regulated businesses, where we are building a platform for sustained customer service-focused growth. In our transmission business, our Energizing the Future initiative continues to reduce predictable results and we remain on pace with our investments as we expand our grid modernization and reliability work into the eastern part of our service territory. FERC accepted the formula transmission rates for both our JCP&L transmission assets and our Mid-Atlantic Interstate Transmission subsidiary, known as MAIT, in March. These rates went into effect on June 1 and July 1 respectively, subject to refund, pending the outcome of hearing and settlement proceedings. While the JCP&L case remains pending and the MAIT case, we were pleased to file a settlement agreement with FERC earlier this month with a proposed 10.3% return on equity. We expect FERC to rule on this settlement agreement in the next several months. Moving to our distribution business, the narrative for the third quarter follows the themes we discussed during the first half of the year. Results improved compared to the same period in 2016 due to the new rates that went into effect in Ohio, New Jersey and Pennsylvania in January. Weather had a significant impact year-over-year, while cooling degree days were slightly higher than normal during the third quarter of 2017. The temperatures were far more moderate than we experienced last year, which was the hottest summer in our service area in more than four decades. That tough weather comparison aside, our load trends are a good news story. On a weather-adjusted basis, distribution deliveries to residential and commercial customers continue to come in better than our forecast. And for the year, we remain optimistic that these load improvements will offset the mild temperatures from earlier this year, which is in line with our discussion last quarter. In the industrial class, the third quarter load growth of 1.2% was driven largely by the shale gas, steel and petroleum industries. This continues a positive trend in this segment, where we've now experienced five consecutive quarters of growth. Our teams have been updating our load analysis for 2018 and beyond, and we plan to discuss our outlook with you at EEI next week. Before I wrap up the discussion of our utility business, I want to extend my thanks to our employees who traveled south in September to assist with Hurricane Irma. Overall, more than 630 FirstEnergy employees assisted with the restoration effort, and they continue to receive notes of thanks from those affected by the storms. This hurricane season was a stark reminder to many of the importance of a reliable and resilient electric grid for customers and our nation's economy. We commend Secretary Perry and the Department of Energy for recognizing this and for taking action to help prevent additional premature closures of U.S. fuel-secure baseload generating assets. As you know, in late September, the Secretary of Energy proposed the adoption of a rule by FERC to correct faulty market conditions and keep essential fuel-secure baseload generating plants operating. We believe this should help ensure customers continue to receive safe, reliable and affordable supplies of electricity while maintaining the security of the electric grid. And we filed comments in testimony earlier this week, expressing our strong support for the Resiliency Pricing Rule. We were also pleased to see the broad bipartisan support for this measure expressed in both houses of the Pennsylvania legislature earlier this week. At the state level too, we are encouraged to see a renewed effort to preserve essential generation. While the Ohio legislature was on recess this summer, we continued working on a modified approach to help compensate the state's nuclear plants for the fuel diversity, environmental and other benefits that they provide. This month, Representative DeVitis along with 15 bipartisan co-sponsors from across the state introduced House Bill 381 called Ohio Clean Energy Jobs, which essentially reworked the zero-emission nuclear proposal. This bill would create a program to help protect the state's nuclear plants and ensure they continue to support well-paid jobs, economic growth, reliable and affordable electricity generation and environmental progress. Proposal caps impact on both residential and non-residential customers and reduces the length of the program to 13 years. While revenue resulting from this legislation will be a reduction from the previous versions, it would likely make the plants economically viable, particularly in a restructuring scenario at FES. We believe this effort is imperative for Ohio's energy security. The Ohio House Public Utilities Committee is expecting to hold hearings on the bill over the next several weeks with a vote possible before year-end. We expect the final vote in the legislature around the middle of the first quarter. Whether these state or federal activities result in meaningful and timely support remains to be seen, but it is encouraging to see the much-needed attention on these very important issues. At the federal level, the rule-making provision utilized by Secretary Perry has only been used once before by an Energy Secretary and I believe that underscores how serious the administration is about these concerns. Both FirstEnergy and FES Board will continue to watch these near-term developments with interest. At the same time, FirstEnergy continues our efforts to exit commodity-exposed generation. There have been several additional developments on that front since our last call. In late-August, we entered into a revised agreement for the sale of competitive natural gas and hydroelectric generation owned by our Allegheny Energy Supply subsidiary in Pennsylvania and Virginia. Under the terms of the revised agreement, 1,615 megawatts of assets will be sold to LS Power for an all-cash price of $825 million, subject to certain adjustments. As you will recall from our conversation last quarter, we originally entered into an agreement for this sale in January and FERC granted approval of the original transaction in June. The revised agreement includes four natural gas power stations in Pennsylvania, our competitive interest in the Bath County Hydro station and adds our interest in the Buchanan gas facility, both of which are in Virginia. The transaction involving the four natural gas stations in Pennsylvania is expected to close this year, while the sale of the interest in the Bath County and Buchanan facilities is expected to close in the first quarter of 2018. One of the closing conditions is that LS Power must reach an agreement with us and the other owner of the Bath County facility with respect to the operations of that plant. We are hopeful that this process will be completed soon. In West Virginia, Mon Power continues to work through the regulatory process to complete the purchase of Allegheny Energy Supply's 1,300-megawatt Pleasants plant. We continue to expect final approval from the West Virginia Public Service Commission and FERC by early 2018. Net proceeds to Allegheny Energy Supply from these two transactions are expected to be about $350 million after paying off all remaining long-term debt at Allegheny Energy Supply, including make-whole premium payments. We expect that the proceeds will be invested in FirstEnergy's unregulated money pool. As we previously mentioned, FirstEnergy and FES each have a fully engaged team of financial and legal advisors who are assisting with our exit from the commodity-exposed generation business. FES held initial discussions with its creditor advisors in early September and the parties have continued their dialogue since then, primarily focused on due diligence and providing an understanding of the FES operations and its financial projections. It is our understanding that the creditor groups that have formed represent a large group of the Bruce Mansfield sale leaseback noteholders as well as the secured and unsecured pollution control notes. FirstEnergy is not currently involved in these discussions, but we would participate when it's appropriate. In a restructuring scenario, a preferred outcome would be agreement with creditors. At this time, FirstEnergy continues to provide FES access to the unregulated money pool. As of the end of September, FES, its subsidiaries and FENOC had net borrowings of $67 million. Based on our current forecast, we expect them to have a neutral to slightly invested position in the unregulated money pool by the end of March 2018. This forecast includes a series of debt service and lease payments totaling $88 million between now and March, $48 million of which is due on December 1. The FES Board has the responsibility of deciding whether FES will seek protection under a Chapter 11 filing and they have several key considerations in making that decision, including the outlook for the DOE's proposed rule and FERC's actions as well as the status of discussions with creditors' advisors. With almost 10 months behind us, 2017 is shaping up to be a positive year for our company, with strong financial and operational performance as well as progress on our regulated initiatives. Last night, we announced that we increased our GAAP forecast for the full year of 2017 to a range of $2.02 to $2.42 per share. This takes into account an estimate of our annual pension and OPEB mark-to-market adjustment. On an operating earnings basis, our utility and transmission businesses are solidly on track to achieve their targets in 2017. With better than expected performance in Corporate and our Competitive business, we are raising our full-year guidance to a range of $3 to $3.10 per share, above the upper end of the previous range. As always, we intend to continue positioning FirstEnergy for stable, predictable and customer service-oriented growth to benefit shareholders, customers and employees. Thank you for your time and I'll now turn the call over to Jim.

Good morning, everyone. Before I get into the discussion of our results, 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. Our strong operational performance and financial discipline across the company are reflected in our third quarter 2017 GAAP results and our operating earnings, which as Chuck said, came in well above our guidance for the quarter. Third quarter earnings in the distribution business increased by $0.05 per share compared to the same period in 2016. The increase was driven by the new rates that went into effect in Ohio, New Jersey and Pennsylvania in January. Cooling degree days were 3% above normal, but 27% lower than the same period of 2016. This drove a 7% decrease in total distribution deliveries compared to the third quarter of 2016, with sales to residential customers decreasing 14% and commercial deliveries down 6%. On a weather-adjusted basis however, total distribution deliveries increased slightly in the residential and commercial sectors compared to the third quarter of 2016. And industrial sales continued their positive trend, with growth of more than 1% compared to last year. In our transmission business, third quarter earnings benefited from higher revenues, resulting from our continued investment in the Energizing the Future program. In the Competitive business, our results were flat compared to the third quarter of 2016. While commodity margin reflects lower contract sales rates and the expected decline in retail sales, it was offset by lower operating expenses, including depreciation, O&M, fuel and general taxes. FES' total retail customer count is now about 842,000 compared to 1.4 million a year ago. We are raising our 2017 adjusted EBITDA guidance for the Competitive business to $525 million to $555 million, primarily reflecting the delay in the Allegheny Supply gas and hydro asset sale and lower operating expenses. We are very pleased with our results for the first three quarters of the year and the progress we've achieved on our strategic initiatives and we are especially pleased that S&P updated its outlook of FirstEnergy in August from negative to stable, reflecting their confidence in our efforts to become fully regulated. We will continue our focus on meeting our commitments to shareholders and executing our regulated growth plans. Before we open the lines for your questions, Chuck has an additional comment.

Thanks, Jim. I know you're eager to ask questions and I won't keep you long, but I wanted to take this opportunity to reinforce an important message. I've always said I believe very strongly in transparent communications and today we provided a comprehensive update on the status of affairs at FES. So, while I'm sure you will have many questions about the status of negotiations with creditors and their advisors, we have been very clear that we will not conduct these negotiations in public. We recognize the varied interests of our stakeholders, but we're also aware that some have an interest in floating rumors about our company. I urge you to only rely on information that comes directly from us and you will only find that in a public forum or filing. Now, let's take your questions.

Hey, good morning. Congratulations on the results.

Hey, Julien. Welcome back.

Thank you so much. So, perhaps I'll try to be diplomatic about this. With respect to the FES situation and the DOE efforts, can you give us a little bit of a sense on how the timeline itself might be shifting? Obviously, there's a number of factors. Are you thinking that there could be some sort of attempt to wait it out to see what happens out of this process, obviously, they're trying to be expedited and/or any legislative efforts? How might all three, with respect to timing, tie into each other?

Julien, I don't think there's any connection between them. We're moving forward with our efforts to exit the commodity-exposed generation business. I mentioned that we began, or FES began discussions with the creditors in September. Those discussions are ongoing. I know that they opened up a data room and there's a lot of due diligence going on. I think that's going to probably take some time to get to closure. And I said in my remarks, I think the preferred outcome is to get a settlement with creditors. So, the DOE effort, if it stays on the track that the Department of Energy set up, which is an end of December 11, I think that they're going to happen all in the same timeframe, but I don't think there's any delays going on anywhere. We're moving forward and we're watching to see what happens out of the DOE.

Excellent. And then, secondly, I just want to set the record straight a little bit. What is your attitude towards retaining any of the legacy assets in an attempt to negotiate something? I just want to be very clear about this one, particularly if you are successful with legislation and/or anything else to kind of change the view of it being perhaps a little bit more contracted like than not.

I want to be very clear too. FirstEnergy's strategy is to become fully regulated. We have no interest in maintaining generating assets that have commodity exposure and we're moving forward with exiting the commodity-exposed generation business.

Excellent. Thank you so much for the transparency.

Yeah. Good morning, guys.

Hi, Jonathan.

First, I just wanted to clarify, I think, Chuck, you said that you were going to be giving at EEI an update on the load analysis.

Yes.

And I want to make sure I heard that right, but does that suggest a more kind of holistic update of your outlook or what else should we expect at the conference just in terms of broad outline?

Well, we don't want to give it all away today, but, yeah, I think you would expect a little more holistic look at what's happening with our loads and any impact that might have on the growth rates that we've given previously. And we plan to give you a more clearer view of where we think our future is right now.

Okay. And then, thank you for that. And secondly on, you talked about the Corporate segment, an outperformance there having been a driver of the guidance raise. Can you give us a little more what's driving that and whether you'd see that flowing through beyond this year?

Hey, Jonathan, this is Jim. That's primarily driven by a lower effective tax rate slightly offset by the bond offering that we did earlier this year. So, we would expect that benefit to carry through to the remainder of the year and that's where we updated our guidance there midpoint.

Okay, great. And then, if I may, just given the commentary around the commitment to exit the Competitive business and see that through, if we kind of fast forward to when you reach that point, how will you think about your equity financing needs once you're in that more stable setup? Should we think of the ongoing issuance that you talked about last year as part of the plan or could you see a scenario where you'd want to put some of that behind you more up front?

So, we have publicly stated an intent to issue $1.5 billion of additional equity between now and the end of 2019. We intend to move forward with that. I would say we reserve the right to decide how and when to do that, but the total amount isn't going to change and it's going to be done by the end of 2019.

Fair enough. Thank you very much, Chuck.

Hi, good morning.

Good morning.

I wanted to discuss the Department of Energy proposal. If FERC did decide to go ahead and move forward with what the Department of Energy has recommended, but the proposal gets mired in legal challenges, would that be enough for you all to decide to retain the business, because after all I guess really under the DOE approach, the assets effectively would be contracted utility-like assets or would that not be enough for you to want to retain the business?

Well, Stephen, let me just say this. I don't think the DOE initiative has anything to do with FirstEnergy despite what's been reported in some of the media. I think it has to do with preserving critical fuel-secure baseload generating facilities. And I think that that's what it will do whether FirstEnergy owns them or whether FES creditors own them or whether FES creditors sell them to a third party that we don't even know of today. I think the most important thing that they are focused on is correcting the market deficiencies that do not compensate these plants for the attributes that they bring to the grid. Beyond that, I don't think it's appropriate for me to speculate on any outcomes. When we have the outcomes, we'll react to them.

Understood. And then, just shifting gears over to Pleasants, I wondered if you could just talk a little bit further about next steps in terms of the process of approval and just what we should be looking out for there.

Hi, Stephen, this is Leila. So, the hearing process is now complete. The briefs are in and we will be expecting a commission decision. There's no timeline in which they have to act, but we are hopeful that we will receive an order in the first quarter of next year. With regard to the FERC piece of that, I believe January 18 is the date by which FERC would have to act. So if the West Virginia Commission were so inclined and wanted to see what was happening there, they might act after that. So, that's the timeline associated with Pleasants right now.

Thank you very much. Appreciate it.

Thank you. Okay. So first, a question about equity. So, it's the end of October. I know you guys mentioned that you would be issuing equity late this year. How should we think about it? Are you going to try to infuse equity into your pension plan or is it going to be a block equity sometimes in late fourth quarter?

So, Angie, we haven't decided yet and I would say, when we issued it into the pension plan last year, it was I think a very successful way to do it. But as I said, we are committed to doing $1.5 billion between now and the end of 2019. We're reviewing the timing of that all the time and we'll go to our board at the appropriate time when we're ready to do that.

Understood. Secondly, okay, so it's a bit of a surprise, I think, at least to us that the state legislative initiatives that support your nuclear asset is progressing given the fact that the governor has been opposed to it. So, what has changed? Do you think that this DOE NOPR has changed the minds of the legislators? I mean, do you think that if New Jersey and now Connecticut stand by their nuclear plants, that's going to actually sway the legislature or the governor?

I think it's all of the above. I think the fact that New York and Illinois have already taken measures to protect these fuel-secured nuclear facilities in particular, the DOE initiative on top of it, the fact that other states concurrently are looking at it, all are creating an awareness about what's going on in our nation and the importance of these assets to not only physical security, but also economic security. So, I don't think it's a surprise that Ohio is willing to relook at it. I think we've got to deal with the legislature first. And then, once we have the legislature passing the bill, then we'll see where the governor really is at that time.

Kind of lastly, obviously, don't want to steal the thunder from the EEI, but are you trying to suggest that the higher load growth at the T&D business could warrant higher CapEx? Is that what you're suggesting?

I am not suggesting anything specifically. We're still, as I said, finalizing our load projections and we'll just give you the whole picture at EEI.

Thanks. Good morning.

Good morning.

I see that when I look on page – trying to find it here, sorry, yeah, page 17 of your presentation, you footnoted the impact of pension OPEB. I know you take – make one-time adjustments every year and you've given us those impacts here. Are those – those discount rates are down, is that around 25 basis points from the prior assumptions? Is that correct?

That's correct, Greg. Last year, when we made our actuarial assumption, we had a discount rate of 4.25%. Right now, it's just above 4%.

Okay. And then, when I skip forward to page 31, where you give us the FE parental guarantees and other assurances to FES, we have a $712 million unfunded pension and OPEB obligation as of 12/31/16. Should we assume that, that number is going to go up as a reflection of the lower discount rates when you give us the year-end number?

Yes, Greg. That will go up slightly and we'll revise that when we get to the end of the year and finalize what our actual returns were on the assets as well as what the final discount rate is. And as you know, we don't measure that until December 31. It's whatever the rate is at the end of the year.

Okay. Have you given rules of thumb in the past as to what change in discount rate might mean to those – to that balance before performance offsets?

No. We've never done that for FES in particular, but the rule of thumb on a change in the discount rate, it impacts liability by about $250 million.

But that's across the whole company?

That's across the whole company. That's correct.

And a subset of that would be at the utilities, which is recoverable and the subset of that would be at FES, where it would increase this exposure, correct?

That's correct.

Okay. Thank you.

Yes. Hi. Good morning, Chuck, Jim. Just, I guess, one question on the sales update. Could you just maybe remind what your prior projections were in the plan that you gave? I guess, the last time you gave plan was really last year's EEI for sales growth?

Yes. Steve, last year, we had pretty much a flat overall growth. We had a slight decline in residential and commercial offset with an increase in industrial, but for total, it was less than a 1% growth rate.

Okay, great. And then, on the proceeds that you're going to get to $350 million that you talked to from the kind of AES, you're going to leave that in the unregulated money pool?

Yes, that's right. I mean there'll be about $350 million left after we paid down debt as well as the make-whole premium and that $350 million will just go into the money pool. That's correct.

Okay. And are you going to kind of leave it there till FES has resolved or can you bring that into FE Corp. essentially?

That will come into FE Corp.

Yeah. Hey, guys. Question on the regulated side of the shop. First of all, can you give an update for your expectations of where the New Jersey infrastructure strawman process kind of goes? And second, if the strawman doesn't happen, when do you think you would potentially file again in New Jersey?

Well, I'll take the first half, and I think it's really great to be in a position in New Jersey to even be having discussions with the BPU about a going-forward view of infrastructure improvement. And we're going to keep those discussions going and we hope to get resolved with something that we can both mutually agree to. Beyond that, I'll turn it over to Leila to answer the second question.

So, I assume you were referring to the infrastructure investment program and the proposed rules, which we are hoping that will be in place by the end of the year, very similar with some of the mechanisms, if you would, to the disc in Pennsylvania and, as Chuck alluded to, a very positive move for New Jersey. So, we will be looking at that just like we did in Pennsylvania to provide a program under it. If we don't use that, we always on a continuous basis in New Jersey and across all our states continue to monitor and see when a rate case may be justified.

Based on your last rate case, I forget, when can you file again?

I don't think we have a moratorium, but...

No restriction in New Jersey, but there's no date certainly for a filing. We'll file when we think it's appropriate.

Got it. Thank you, Chuck, thanks, Leila, much appreciated.

Good morning.

Good morning, Paul.

Actually almost everything I have was answered. Just a really quick one, on the MAIT settlement, why did it cause an impairment? It wasn't a big one. So, I'm sort of wondering why that happened.

There were some regulatory assets that we had on the books, Paul, that as part of the settlement process we agreed to not recover those. So, we took the impairment this quarter.

Okay. And what were those assets associated with?

Vegetation management and storm costs, deferred storm costs.

Hi. Thanks guys. So firstly, on the increased guidance for 2017, it looks like a majority of it is CES. Is the delay in asset close or the delay in the close of a transaction part of the reason for that or is it purely driven by market prices and the other factors you mentioned in the call?

Yeah, you got it. A portion of that increase is associated with the delay in the asset sale, but we've also had some favorable O&M. Beaver Valley 2 as well as Perry returned from their outages a little sooner than we had expected. We had a property tax settlement in Ohio that has improved that somewhat and we've also seen some improvements in our nuclear decommissioning, which drove some of the increase.

Got you, but how much would you attribute to the delayed close, because the jump is quite meaningful? So wanted to understand how much was all the other factors and how much was just the fact that you had the assets for a little longer?

I'd say about $0.06 is associated with the delayed sale. We had about a $0.07 improvement in our O&M. Property taxes were a couple cents and the NDT was about $0.03. So, that gets you to the $0.18.

Got you. That's super helpful color. And then, secondly, on the asset sale itself, it seems like quite a bit was renegotiated, right? The price came down by $100 million. You added some more assets and then you have to pay out the $100 million for the change in control on the debt. I was just trying to understand what triggered all of that? Like what drove that significant change in the price and the fact that you had to pay for the change in control?

Really, the change in control, the calling of that debt, we had generally always expected that we would have to do that. The $100 million change is just, I would say the sale was priced on the existing market conditions. And really, the other assets that we included, the Buchanan, I don't have the exact – I think it was only like 61 megawatts or something like that. It was a very, very small addition of assets.

Got you. Understood. And then just finally, in terms of the parental support from FE to FES, obviously, there's the pension OPEB and you've provided great color in the past in terms of what FE is supporting FES with. Is there an update on that? Is that something you aim to provide on a regular basis, so we know all the different components? Obviously, there's some money pool and some other liabilities, but wanted to get more clarity on all the different pieces.

Yeah. I think we've laid out all of the guarantees on one of our slides in the presentation, so that they're still pretty consistent. And as we said earlier on the call, the money pool is about $67 million right now and we would expect through the forecast period we have through March of next year that the money pool would probably go down to about zero to possibly some money actually invested in the money pool. So other than that, that's everything we have out there and nothing's changed.

Good morning. Jim, you guys obviously had a very successful bond issuance and refinancing back in early June. Could you just give us an update on your thoughts on parent-level credit capacity versus kind of where you stand today?

From our standpoint, we did have a very successful bond offering. From my standpoint, I don't see us increasing that capacity any. In fact, I think Chuck and I would like to decrease the leverage at the holding company somewhat. We do have capacity where we could issue several billion dollars more in debt, but that is not in any of our plans at this point.

Okay. That's pretty clear I think. And then, Chuck, I respect that you don't want to give any extra detail on the negotiations with creditors, but I did want to just clarify some comments in your prepared remarks. Is it fair to say you've had or the FES Board has had two separate meetings with some creditor group since the last earnings call and that that creditor group, to your knowledge, represents a meaningful portion of the outstanding bondholders?

In my prepared remarks, I said there have been meetings. I have no idea how many meetings they've had, but I do understand that it represents a broad spectrum of the bondholders and a majority of the bondholders from what FES has communicated.

Thanks. I guess that DMR comes up for renewal, when would you expect – would you expect to file sometime next year, I guess, for the two-year extension or when would you plan on filing?

Paul, you're right. Right now, it's a three-year period. It goes through 2019. It's our expectation that we'd likely file early in 2019 for that extension.

Okay. And then, you talked about certain changes that are required for the Bath transaction to basically close. Can you provide sort of any insight as to what those changes might involve?

Not changes, Paul. We need an operating agreement between the owners and there are multiple owners. And we're just working through the process of getting that operating agreement completed. When that's completed, the transaction can go forward.

Right. But I mean, as I recall, that was a complicating factor sort of the first time around, right? That there were required changes that needed to be made to the operating agreement and it sounded as if that didn't happen. And then, you went through the whole renegotiation process. So, is there something that would make those changes more likely this time than in sort of the previous round?

I don't think there's any issue with getting an operating agreement in place other than the time that it takes to do it.

Okay. And then, lastly, in terms of liquidity, it looks as if there's adequate liquidity at least until March of 2018 with respect to FES. Is there anything else that you would see that would potentially precipitate a filing sort of earlier than the liquidity sort of concerns that you've outlined?

Well, I'm not going to speculate on behalf of the FES Board what might drive their decisions. So, there's nothing that is material that we haven't communicated.

I just had a quick follow-up on the guidance. The $0.07 you mentioned on O&M, was that purely related to the shorter outages than planned?

Majority of it, Paul, was associated with the outages. There has been a little bit less than advisory costs than what we had expected. And we've also had some lower expenses associated with our retail program, but the majority of it would be associated with planned outages.

And then, the property taxes, that should be ongoing. Is that fair?

Yes, yes, that is new appraisal values for the plants.

And then, decommissioning trust will be what the market does, okay.

Yes, that could go up or down based on how the market performs.

Good morning. Transmission CapEx, you had a fairly wide range of guidance, $800 million to $1.2 billion, at least that's the last fact book. I think that's still current. I suspect that the MAIT settlement doesn't really drive that from the lower-end in that range just because it's small. I suspect that reaching an agreement on FES doesn't really drive things, because you're not putting much money, much capital in FES anymore. What drives that then from the $800 million or the $1.2 billion over the next five years?

We just put that range in there. If we get some distribution riders or some additional spend in distribution, we might diverge some of our capital there. But I think from our standpoint, you would look at probably about an average of $1 billion a year. You're right, the MAIT settlement with a 10.3% ROE, that's consistent with what we're earning in our ATSI program. So, I think it's just a range to determine where we wanted to devote our capital to.

And then, when you settled the ATSI at the 10.38%, I think one of the statements you said, Jim, was that because of all the small projects you were doing, having that settlement, getting the framework in place was important. Is that the same thing with MAIT that take the lower ROE, but to have this framework, have the ROE status is critical?

Yeah, I think it's important to get that settled. We believe that the 10.3% rate is consistent with current market conditions and consistent with our other transmission. So, we think it's valuable to get it settled and get the rates in place and move forward and start devoting some capital there.

Okay. Thanks.

And the projects that we're doing are very similar to what we talked about before. We're just moving them east. They're generally smaller projects that get completed and there was a lot of regulatory lag under our lagging formula rate that we don't have any more.

Hey, guys. My questions were actually answered. Thanks.

Hey, Shar, take care.

Hey, Chuck, real quick one. At what point do you feel comfortable or believe that FE will be back in the position, where the company is going to be back in a position to kind of contemplate dividend growth again?

Well, I think first of all, we've got to get this exit of commodity-exposed generation behind us, Michael, and understand what the going-forward state of our company is. Where our dividend's at today, I don't think there's any reason that we would need to think about increasing it, because it's a very competitive dividend and we'll deal with that down the road once we get through this strategic restructuring of our company.

Okay. Well, thank you all and look forward to seeing you at EEI.