Greetings and welcome to the FirstEnergy Corp. Third Quarter 2017 Earnings Conference Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Meghan Beringer, Director, Investor Relations for FirstEnergy Corp. Thank you, Ms. Beringer. You may begin.

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, thanks 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. As we have discussed, 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…

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.

Thank you. We'll now be conducting the question-and-answer session. Thank you. Our first question is from the line of Julien Dumoulin-Smith with Bank of America Merrill Lynch. Please proceed with your question.

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 don't want to talk about the negotiations per se, but what is the palatability of retaining, for instance, any of the nuclear assets? 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.

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

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 sort of 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.

Our next question is from the line of Stephen Byrd with Morgan Stanley. Please proceed with your questions. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Hi, good morning.

Good morning. Stephen Calder Byrd - Morgan Stanley & Co. LLC: 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 challenge, 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. Stephen Calder Byrd - Morgan Stanley & Co. LLC: 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 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. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Thank you very much. Appreciate it.

Our next question comes from the line of Angie Storozynski with Macquarie. Please go ahead with your question. Angie Storozynski - Macquarie Capital (USA), Inc.: 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. Angie Storozynski - Macquarie Capital (USA), Inc.: Understood. Secondly, okay, so it's a bit of a surprise, I think, at least to us that the state legislative initiatives that support you 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 taking 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. Angie Storozynski - Macquarie Capital (USA), Inc.: 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. Angie Storozynski - Macquarie Capital (USA), Inc.: Okay. Thank you.

Thank you. Our next question is from the line of Greg Gordon with Evercore ISI. Please proceed with your questions.

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'll 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.

Our next question is from the line of Steve Fleishman with Wolfe Research. Please state your questions.

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.

Okay. All right. I will leave it at that. Thanks.

Our next question is from the line of Michael Lapides with Goldman Sachs. Please proceed with your questions. Michael Lapides - Goldman Sachs & Co. LLC: 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. Michael Lapides - Goldman Sachs & Co. LLC: 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. Michael Lapides - Goldman Sachs & Co. LLC: Got it. Thank you, Chuck, thanks, Leila, much appreciated.

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

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 was some regulatory assets that we had on the books, Paul, that as part of the settlement process we agreed to not to 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.

Okay. I got it. Okay, thanks so much.

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

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, they 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.

Understood. Super helpful. Thank you, guys.

The next question is from the line of Christopher Turnure with JPMorgan. Please proceed with your questions.

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.

Okay. That's helpful. Thank you.

Our next question is from the line of Paul Fremont with Mizuho Securities. Please proceed with your question.

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 the 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.

Okay. Thank you very much.

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

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.

Got it. Thank you very much.

Our next question is from the line of Charles Fishman with Morningstar Research. Please proceed with your questions.

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, it 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.

Okay, fine. I'll save the rest for EEI. Thank you.

Okay.

Our next question is from the line of Shar Pourreza with Guggenheim Partners. Please proceed with your questions.

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

Hey, Shar, take care.

Thank you. The next question is a follow-up from line of Michael Lapides with Goldman Sachs. Please go ahead with your questions. Michael Lapides - Goldman Sachs & Co. LLC: 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. Michael Lapides - Goldman Sachs & Co. LLC: Got it. Thank you, Chuck. Much appreciated.

Thank you. There are no further questions.

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

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