Welcome to the FirstEnergy Corp. first quarter 2008 earnings conference call. At this time all participants are in a listen-only mode. (Operator instructions) It is now my pleasure to introduce your host, Ms. Irene Prezelj, Manager of Investor Relations for FirstEnergy Corp. Thank you Ms. Prezelj, you may begin.

Thank you and good afternoon. During this conference call, we will make various forward-looking statements within the meaning of the Safe Harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the business of FirstEnergy Corp. are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Please read the Safe Harbor statement contained in the consolidated report to the financial community, which was released earlier today and is also available on our website under the earnings release link. Reconciliation to GAAP for the non-GAAP earnings measures, we will be referring to today are also contained in that report as well as on the investor information section of our website at www.firstenergycorp.com/ir. Participating in today’s call are Anthony Alexander, President and Chief Executive Officer; Mark Clark, Executive Vice President and Chief Financial Officer; Leila Vespoli, Executive Vice President and General Counsel, Harvey Wagner, Vice President and Controller; Jim Pearson, Vice President and Treasurer; Bill Bird, Vice President of Corporate Risk, and Ron Seeholzer, Vice President of Investor Relations. I’ll now turn the call over to Anthony.

Thanks Irene and good afternoon everyone. Earlier today, we’ve reported first quarter 2009 normalized non-GAAP earnings of $1.02 per share this compares to $0.88 reported for the first quarter of 2008 and as a positive start of the year. Especially, given the challenges our industry faces in the current economic climate. Our recently named CFO, Mark Clark will provide you with more details about out financial results. First, I’d like to give you a short overview of recent significant events including some positive regulatory developments. First and foremost is a resolution of our amended Electric Security Plan in Ohio. On March 25, the Public Utilities Commission of Ohio approved our amended plan, which was signed by nearly all of the parties in the case. I believe the plan strikes the appropriate balance we were seeking. It settles pricing and service arrangements, for the distribution of the electric service through the end of 2011 and provides for a competitive bidding process to establish generation prices through May 2011. Under the plan, FES is supplying essentially 100% of the generation in April and May 2009 to our Ohio utilities at the average wholesale rate established in the December 2008 bidding process of $66.68 per megawatt-hour and the January through March generation prices were approved. Retail generation rates, for the two year period beginning June 1, will be set from the results of the descending clock competitive bidding process that begins on May 13. In this process, the Ohio utilities will seek to procure on a slice of system basis 100% of their supply requirements, including energy and capacity, transmission and ancillary services. This bidding process will be conducted by an independent bid manager and represents a key step forward in our transition to competitive markets in Ohio. The Cleveland Electric Illuminating Company…

Thanks Tony and good afternoon everyone. It’s a pleasure to join you today in my new capacity. Before I start let me recognize the outstanding job that Rich Marsh did as our CFO for the past 11 years. I look forward to working with all of you. As I review our first quarter results it maybe helpful for you to refer to our consolidated report to the financial community that was issue this morning. As Tony mentioned normalize, non-GAAP earnings for the quarter were $1.02 per share compared with $0.88 per share in the first quarter of 2008. On a GAAP basis earnings in the first quarter were $0.39 per share compared to GAAP earnings of $0.91 per share in the same period last year. First quarter 2009 results include four special items that in total reduced earnings by $0.63 per share. First among these were one-time regulatory charges totaling $261 million or $0.55 per share for the Cleveland electric extended RTC write-off and other obligations primarily associated with implementing the amended electric security plan. Second, the impairment of securities held in trust or future decommissioning activities reduced earning to $0.07 per share. $0.05 per share earnings decrease was associated with our organization of restructuring and finally, earnings benefited from a $0.04 per share gain from the resolution of tax issue related to prior years. There were seven factors that contributed to this quarter’s positive results. The first two are related to the distribution side of our business. First, lower energy delivery expenses increased earnings by $0.06 per share, driven primarily by cost control measures. Also more of our vegetation management work was associated with capital projects in 2009 compared with the first quarter of last year and higher distribution rates in Ohio, which became effective January 3, for Ohio…

(Operator Instructions) Your first question comes from Kit Konolige - Soleil Securities.

With respect to the first quarter, lower industrial sales meant that we had lower fuel cost and since their contracts rolled off at December 31, ’08 they paid higher price and we had lower fuel cost. That would be nice to continue, but the auction will determine that beginning May 13.

Is the auction going to have a separate pricing mechanism for industrial or different class of customers?

That I would be a slice of the system?

But the auction won’t affect your fuel cost?

Well, the auction will affect it to the extend that it effects our dispatch strategy for the generating units.

Right, so in other words I shouldn’t really take much from that. In the first quarter you had some extra megawatt-hours to sell, you sold them, that were a good deal. The industrials are paying demand charges, not energy charges and it comes out slightly ahead, but that is effectively over written in the new regime once the auction is conducted?

Yes.

But also in the first quarter we really had a strong performance of the entire fleet. It wasn’t a lot of scheduled outages and the units ran strong for us that with the kind of performance that we’ve seen over the last several years. So, there were a lot of positives moving through this timeframe. Obviously, the colder weather help to offset some of that to as customers moved into higher pricing brackets in their own tariffs.

You will have more outages for work this year; I think it you talked about presumably that will be in the second quarter and fourth quarter primarily?

Well, we’ve got three new clear outages scheduled this year. We’re in the process now closing down one. We are in the middle of a second one and we have a third one coming up later this year. We also took an outage at one of our plants that was not scheduled well actually it became scheduled during what would be the second quarter. So, in the main, as you look to and then as you look to the fourth quarter in particular, as we start the tie in work for the Sammis AQC project and take a hard look at the overall outage schedule in comparison to the reduced loads that we have, we could be making modifications to take advantage of this timeframe.

I would only add two things to what Tony said. Our ability to control our O&M expenses in the first quarter will continue through the year. In additionally one of the special items was the reorganization, special charge in the first quarter. The benefits of that will not be really affected until the second, third and fourth. So, there are some positives that will carry through other positives that will start.

Just to be clear, so the control of the O&M and then there is a second control of O&M from reorganization?

We had a staffing reduction of 335 management support staff announced in March and those people left the payroll in April. Additionally, we had 4% of our non-union workforce affected by management changes alignment of responsibilities. We took a onetime after tax charges of $16 million or $22 million pretax per severance related benefits. We expect ongoing expenses to be reduced by approximately $37 million from those changes.

I’m sorry, $37 million ongoing annualized or for the two changes or the…?

Yes.

Your next question comes from Paul Ridzon - Keybanc Capital.

Its sounds like you’re early in the planning process, but should we read that give that the industrial demand you kind of throwing in the towel in ’09 and you going to accelerate a bunch of O&M into the year. How much could that be and from years will that becoming?

I don’t think Tony would let me ever characterize that we are throwing in the towel, but I think we’re aggressively trying to manage our O&M expenses and to the extent the market stay soft, we will move some of our schedule outage around it.

Do you have a sense of how much O&M that could be?

Paul, we are looking at that now.

Your next question comes from Hugh Wynne - Stanford Bernstein.

I have a question regarding the capital structure of the company. I notice that you had decline in the proportion of equity and the adjusted capital structure to 36%, I believe and FFO to debt is also seems to somewhat below the standard of gross target for your rating grade, the relative week balance sheet combined with the economic downturn resulting in lower wholesale prices in the second half, possibly therefore lower retail prices in Ohio. It seems to me must be creating some concern among lenders and the rating agencies, but maybe wrong about that. So, I wanted to ask and hear from you what commentary you are getting from the rating agencies from the creditors?

I’m going to let Harvey Wagner speak to accounting aspect to that and I’ll speak to the strategic.

One of things, our equity did go down, but it was a result of some of those special items that happens, so we were actually had reported earnings that were less than our dividend in the first quarter. Obviously, we do not expect that to continue going forward. Jim Pearson, can address the rating agency question.

Also if you are looking at a decline in our equity, some of that is compared to the first quarter of ’09 comparing to first quarter of ’08. We did take a reduction for other comprehensive income at the end of the year associated with our pension plan. Every year you have to re-measure those assets, so that reduced our equity by above 4%. From the rating agency standpoint, we’ve had ongoing dialogue with rating agencies, they understand the mechanics of our ESP and we stay in continual dialogue with them. We will probably have our annual review with the agencies sometime in June, but from our perspective we really don’t speak with them.

From financial strategy perspective, do you think is the need to strengthen the balance sheet?

Hugh, a lot of that will be determined by the auction, the fact that we just sold no vacant picked up $151 million in cash. Our competitive retails or sales are not exclusive to Ohio we show in Pennsylvania, Maryland, the Illinois and Ohio. So you mix already n and then we’ll place that into the context to the auction.

Okay. Could you guys just provide any guidance as to the level of power output of the generation fleet both in the first quarter of this year relative to the first quarter of year, but also looking forward to remaining three quarters? I know you’re in planning phase regarding your outages, but can you give us a sense of how generation will compare year-over-year?

Well, I can give you the first quarter results.

First quarter generation output was down about 2.3 million megawatt-hours versus 2008 and I think as we alluded to you before, depending on the option, our dispatch strategy would determine how much of their production will be in the balance of ’09.

What percent, the total generation output was down by what percent?

2.3 million Megawatt-hours. I don’t have the percentage.

Do you have the total --?

11%.

Then you say for the remainder of the year, you don’t have enough clarity yet?

Correct.

Your next question comes from David Frank - Catapult Partners.

I want to go back over that industrial sales issue that Kit was talking about. I guess the way you have your sales structure now is the way most traditional utilities do, you get this demand charge and a kind of ambivalent as to how much energy you actually sell to them. And now when we post the auction, if I understand this correctly that goes away and so you will be at risk for lower sales, but it will be into the wholesale market which you are selling into now. Is that a fair --?

Well, we will be at risk for lower sales, but that would not necessarily mean that going into the wholesale market, they could go into the retail market. For example, Tony alluded to the 20 communities that have already signed up for an aggregation, so that all gets as I said before, it gets mixed together.

Right, okay, but if you are serving roughly 60 million megawatt-hours or whatever the number is for your total Ohio retail load including industrial, if all your industrial switch you can only serve so much residual, small commercial and residential I guess. So at what point when you are serving all those folks to the max that you can, the residual just goes into the wholesale market?

If I understand your question correctly, if we lost a 100% of our industrial sales, you are correct we have to find another source. Whether that’s in the wholesale market or the retail market they will have to be replaced, that’s correct.

Right and I’m not suggesting that’s going to happen. I just --.

Either our way.

Alright, and then just to go back over the cost cutting, that the $0.06 that you experience in the first quarter, can we annualize that to a $0.24 kind of number?

I think we are going to look at that after the auction and look at where we are in total. It could go up, it could go down. Clearly the staff reductions are something that would continue through the year. Clearly the 4% change in management and other alignment of duties will remain constant, but I think it will be premature to suggest where we think that will come out until we get more clarity around the auction.

My last question, just on the Pennsylvania utilities Met-Ed and Penelec; I guess enormous paying attention, but suddenly those guys are pretty much in market rates now, so I guess before there was this huge lost opportunity cost that you were facing over the next couple of years instead of selling into a higher sport market of auction or whatever, you were selling to those guys in the low 40s and now they’re sort of corresponding to less price is more or less at this point? Are you going to see lower purchase power costs related to those utilities now?

This is Bill Bird. That’s not quite correct. The rate cap that made in Penn Elec are continued to be in place and more remain through the end of 2010, but nothing has really changed that made in Penn Elec. They have filed their plan for how things will work after 2010.

In the meantime, if you are in the hook to serve them, you are cost to serve them have comedown quite a bit, haven’t that?

The opportunity cost has decreased along with the market price.

But are you expecting or forecasting at this point any contribution to earnings because you have to procure less power at higher rates or less rates?

Nothing materially different in prior years, it will be the same dynamics.

Your next question comes from Jeff Coviello - Duquesne Capital.

I just had one more clarifying question on the industrial sale. I just want to make sure, I understand it correctly. So, right now those sales are handled under a tariff that is mostly tied to our peak demand and has a fixed demand charge associated with it. Then I guess post auction or post mid year, those sales are going to be treated like any other retail sale. I just get a retail price and then that the marginal fluctuate with volume, is that correct?

Not really. They’re still going to have demand charges and those still have a G charge and that will be depended on the auction.

Okay and how does the demand charge worked. Does that kind of reset with the peak on an annual basis or what peak is it tied to?

This is Bill Bird, again. It’s a function of the monthly maximum demand at the customers. So, it checks each month for the maximum hourly energy consumption for given hour. What we see as consider of manufacturing concern with two shifts, due to economics the second shift maybe eliminated, but their demand during the first shift is still the same. So energy consumption has cut in half, but the demand charge is still exactly the same.

I got it. So if they lower the number of shifts, they could have the same demand charge, we we’ll likely they have the same demand charge, but I guess that there was a closure or something like that, then you’ll see the impact?

Exactly.

Your next question comes from Daniele Seitz - Dudak Research.

I was under the impression that you were budgeting something around $100 million reduction O&M, originally is this still in the cards or that has changed tremendously, because of other considerations?

I wouldn’t say it is not changed, basically the staffing reductions are still there, the O&M reductions in energy delivery is still there and what we were saying is it may change depended on the outcome of the auction. We still plan on the $100 million.

Okay, say it was to change because of the schedule of maintenance it would on the way up not on the way down.

Well, depends if the maintenance is capitalized or if it’s O&M. But yes, if it’s O&M it would reduce that amount.

Your next question comes from Dan Jenkins - State of Wisconsin Investment Board.

The first of your question is, yes. We were expected continue through out the year. On the second part of your question, no we do not anticipate making any pension contribution this year. I would only add to that expense is getting quite a bit of review in the present time in terms of options.

Okay. I was curious on the write-offs related to the Ohio plant. Have those been completed or where there any future write-downs or has it all been taken then in this quarter?

Dan, this Harvey Wagner. Everything was recognized in the first quarter.

Okay and then I was curious on Perry, it sounds like it’s been offline for two and a half months. Was that the scheduled outage time or is there something more going on period than originally planned?

Yes, Dan the original schedule was to be in excess of 50 days, it’s probably going to run a little longer than that. We had some emergent work that we want to do to accomplish before that it was all completed, but beyond that the outages is going fairly well in terms of the amount of work that we wanted to complete and for the long term operation of that facility.

Then on your cash from operations, you had about $250 million benefit from the changes in working capital in other line on page 10 of your release and I was wondering if you could give a little more color on what’s going on with that?

Yes, Dan. This is Harvey again. A lot of it had to do with the accrued compensation cost and employee benefits. As we talked about a minute ago pension and OPEB cost which are non-cash item were higher in 2009 that accounted for about half of that $200 million, it’s about $98 million there. The decommissioning trust, impairment increased their working capital reconciliation item by $20 million, accrued interest was up by $27 million, reduction in gain on asset sales from sales that took place last year increased the working capital component by $32 million and the accrual of items associated with the implementation of the electric security plan and our restructuring charges amounted to about $57 million. So that’s the lion share of the increase that happened from the working capital.

Then on your balance sheet, you have quite a bit of short term debt. Is that the way you want to run going forward? You have a quite a bit drawn on your lines, at least the end of May, March it looks like, you plan them to term that out or is that kind of the way you are going run, you expect over the intermediate term?

Right now we would expect to run that way over the intermediate term. Liquidity is very high and our less, so we would expect to maintain fairly high cash balance in the intermediate future.

Then the last I think have is just kind of on your strategy, with the new rate plan in Ohio and kind of what you saw as kind of what you got that you wanted to and that you are willing to give up and then my main concern I guess was a number of these kind of operational expenses that are being deferred over 25 years which seems like quite a long time with current expenses and what your kind of philosophy was on agreeing on that long of a deferral for those items?

Dan, we look at it very differently. The recent electric security plan actually provided for recovery of all of those costs. So, there was certainty there. The 25 years that was developed in connection with the rate certainty plan, it was based on a strategic analysis for our customer’s prices.

Dan, there is some other features in the plan that we considered very positive as Tony alluded to them earlier. First the uncollectible rider, the storm rider is important to us in Ohio. We have quite a bit of income statement exposure without the rider. We have a rider in New Jersey, there’s the T&D portion to help us rebuilt the systems. So there are a number of other items in that case the review is very positive. All of these are of course subject to prudent to the commission, but we view them all very positive.

Just trying to get a sense, if I remember correctly fuel and purchase power cost were going to be up something in excess of $100 million for ’08, ’09 something like $150 million or so and if I’m right there down for the first quarter. So I’m trying to understand the dynamics of those increasing from ’09 to ’08. Am I right or wrong in my assumptions, to what was said -- earlier part of the year?

The original assumptions for ’09 for the total calendar year were that they would be up. In the first quarter, they were actually lower, which increased earnings by $0.04. Fossil fuel cost declined by $17 million, nuclear was up roughly by $1 million which produced a net 16, which is where the $0.04 comes from. I think we will have a very good idea what a fuel cost would be after the auction when we recalibrate our dispatch strategy.

Okay. Doesn’t it seem that $150 million number which if I’m right was given early on seems to be on the high side now based on where you are?

That would depend on the economy, the success we have in the auction and a multitude of different factors from the balance of the year. We’ll include that in our revised forecast, when we prepare that.

Your final question comes from Hugh Wynne - Stanford Bernstein.

I found that the discussion of the $0.30 increase in your generation gross margin, somewhat confusing and I was hoping maybe you could give me a can version that’s already approved. What happened here that you’re able to enjoy higher retail prices that the Ohio companies and the continued collection of the RTC at least at the Cleveland Electric and then we’re also able to shift the portion of the sales that you are not making to the Ohio companies to the wholesale market and apparently realize there some attractive margins. I am trying to come up with simple way to understand this relatively robust result?

Let me give you five components, four of which positively contributed one of which was negative. I think that sometimes to confusion, when you get the negative and the positive to get. Retail generation sales reduce the margin by $0.12 and that was a combination of higher retail regulated sales on the competitive side and then lower retail competitive sales because of the market, that was $60.12 of share of that’s the negative. Now the next four are all positive, the wholesale sales contributed $0.15 or roughly $72 million which was, in the wholesale market was a combination of energy $6 million and capacity of $66 million. The second positive was fuel, which the prior question you asked about and that was lower fuel cost at our fossil plants, slightly higher than the nuclear which was roughly $16.04. The next positive or the third was purchase power, with the economy being down we did not require as much purchase power, $69 million of that was rate driven and $91 million was volume is negative, which produce the $0.04 and then the final positive to the GEN margin was the deferred purchase power for Cleveland Electric Illuminating, which is $019 which is be amount that kept the rates in their current level. So there were four positives, one negative, which adds up to the thirty.

The first negative the $0.15 you said it was on competitive sales?

The first negative was $0.12, retail generation sales.

Was that competitive or just across the board?

That was principally competitive, yes.

It sounds from what you’re saying that, to some extent this decline in generation, this 11% decline in generation that you guys talked about allowed you to reduced the operation of some of the higher cost units and that may have been bit of a per megawatt-hour margin improvement as a result?

We dispatched our unit based on the economics and because the sales were down we didn’t have to purchases as much. So you had dispatching the lower priced units and then not having to purchase power.

Thank you very much. I’d like to thank everyone for joining us on the call today. As always, we appreciate your support and interest in the FirstEnergy. Thank you very much.

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time and we thank you for your participation.