Greetings, and welcome to the FirstEnergy Corp. Fourth Quarter 2018 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Irene Prezelj, Vice President, Investor Relations for FirstEnergy Corp. Thank you. Ms. Prezelj, you may begin.

Thanks, Christine. Welcome to our fourth 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 risks 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 the presentation which supports today's discussion. Participants in today's call include Chuck Jones, President and Chief Executive Officer; Steve Strah, Senior Vice President and Chief Financial Officer; and several other executives in the room, who are available to participate in the Q&A session. Now I'll turn the call over to Chuck.

Thanks, Irene, and good morning, everyone. 2018 was perhaps the most pivotal year in FirstEnergy's history. Through a series of careful coordinated actions, we met our commitment to fully transform FirstEnergy into a premier high-performance pure-play regulated utility. I will spend just a few moments recapping the year, then move to our opportunities for 2019 and beyond. We began 2018 by announcing a $2.5 billion equity investment from several prominent investors. Among other things, this new investment enabled us to reduce our holding company debt by $1.45 billion, eliminate the need to issue additional issue additional equity outside of our employee benefit and stock purchase plans through 2021, and contributed a total of $1.25 billion to our pension plan in 2018. That investment also helped us accelerate our regulated growth in infrastructure improvement plans. And for the first time ever, introduced a long-term growth rate projection for our regulated operating earnings. In April, we reached an agreement in principle to address our obligations in the Chapter 11 bankruptcy proceedings of FirstEnergy Solutions and all of its subsidiaries and FirstEnergy Nuclear Operating Company. Our final definitive agreement was approved by the bankruptcy court in September. Reaching a fair settlement with the debtors, Unsecured Creditor Committee and key creditor groups within months of the bankruptcy filing helped us deliver on our commitment to quickly and thoughtfully exit competitive generation, allowing us to turn our attention to FirstEnergy's future as a fully regulated utility. The settlement and our improved risk profile as a utility was stable, predictable earnings and cash flow cleared the way for an across-the-board upgraded S&P, including an upgraded issue or credit rating at FE Corp. and a positive credit outlook with Fitch. In turn, we had lower liquidity requirements and took several steps in October to reduce our financing…

Thanks, Chuck, and good morning, everyone. It's great to speak with you today. First, a reminder, reconciliations and other detailed information about the quarter and the year are posted on our website in our consolidated report to the financial community. Also, consistent with our practice over the past year, we present operating earnings and projections on a fully diluted basis. This allows us to show preferred shares as fully converted and eliminates the impact of conversion timing. About 87% of the preferred shares had been converted as of January 31. We expect the majority of the remaining preferred shares to be included by the end of July in accordance with the terms of the equity issuance. With that said, let's get started at a look at the fourth quarter. GAAP earnings were $0.25 per share. This includes a pension mark-to-market adjustment and other special items. Operating earnings were $0.50 per share, in line with the top end of our guidance. In our distribution business; our results benefited from higher deliveries, lower financing costs, and stronger regulated commodity margin in West Virginia. These factors offset higher depreciation and O&M and which was primarily related to additional vegetation management work in Pennsylvania. Total distribution deliveries across all customer segments increased 1.2% compared to the fourth quarter of 2017. Residential sales increased one half of 1% while commercial deliveries were up 1.7%. Weather had a modest impact on sales with heating degree days about 7% higher than the fourth quarter of 2017. On a weather adjusted basis, commercial deliveries increased 1.8% and residential deliveries were essentially flat. In our industrial sector, the trend of steady growth now is stretched into 10 consecutive quarters. Fourth quarter deliveries increased 1.4% compared to the same period of 2017. This was led by gains in the shale…

Thanks, Steve. Today marks the final earnings call for two longtime members of our executive team who many of you know well, Leila Vespoli and Jim Pearson. Leila and Jim are both retiring in the next couple of months following long and distinguished careers with our Company. They both played key roles in our mergers, various acquisitions, and our transformation into a fully regulated utility; and both have been key trusted advisors to me during my tenure as CEO. I want to thank – take this opportunity to recognize their strong and thoughtful leadership and to wish them a happy and healthy retirement. Now I'd like to open the call for your questions.

Thank you. [Operator Instructions] Thank you. Our first question comes from the line of Julien Dumolin-Smith with Bank of America Merrill Lynch. Please proceed with your question.

Hey, good morning, everyone. And again congrats to Leila and Jim here, it's been a pleasure.

Good morning, Julien.

Good morning. I wanted to follow-up quickly, starting first with the commentary on New Jersey, the Reliability Plus program, just the commentary on a suspended timeline here in settlement discussions. How do you think this could advance just procedurally here through the course of the year and against the CapEx that you've already outlined? And then separately, I noticed you kind of mentioned this in conjunction with the newly formed Emerging Technologies Group. How do you think about the total potential size of spend here especially as you go through the settlement process?

Okay. So first in New Jersey, what I mentioned is that the procedural schedule has been suspended to allow the settlement discussions to continue. Obviously we don't have a settlement to announce or I would have announced it today so, but we're hopeful that we can get to a settlement. But your second question I think is an important one and that is we are planning to spend just shy of $3 billion of CapEx per year for the next several years in our footprint. So when I think about the New Jersey spend, obviously we filed that plan because that's where we would like to spend $400 million over the next four years. But in the event we don't get to a settlement and then we get back on to the procedural schedule and that doesn't work out either. We have plenty of opportunity around FirstEnergy in four other states and transmission to make these investments in order to support the 6% to 8% growth that we are committing to. As far as the Emerging Technologies piece, I think that's one of the most exciting things about where we're at as a company that we actually now have the time and the resources to start thinking about what do we want FirstEnergy to be in the future. We've committed to kind of what we're going to do over the next three years as far as capital deployment, but we're really looking state by state, utility by utility, and transmission at what are those new emerging technologies that makes sense for us to invest in on behalf of our customers, what are the regulatory and legislative impediments to being able to do that, and then we've got three years to start working on how do we deal with those impediments. And as I said, it's just I think an exciting time because I've just finished or just started my 41st year, I guess I would say, with this Company. The first 40 years we've been working in one form or another to always put some of the past behind us and today for the first time, we're really in a position to start looking to the future.

Excellent. And then quick second question here. I suppose the conversations are kicking off in Ohio again, about any potential legislation. Is there anything that you all would be looking towards on the utility side, specifically here if anything at all?

Not in any specific form, Julien. Obviously, if our new leaders of the states – we have a new governor, a new speaker of the house, we’re going to have a new Chairman of the Public Utilities Commission. If they determine that they think the time is the right to really put energy policy for the state back on the table in some fashion, legislatively, then we would expect to engage and provide our input. But it’s too early in the process for me to talk about what that might mean.

I’ll leave it there. Thank you all very much. Congrats, again.

Our next question comes from the line of Greg Gordon with Evercore. Please proceed with your question.

Hey, guys. Thanks, good morning. Just a quick question on the – you guys said that – in your prepared remarks that you expect to be compliant with all three rating agencies’ minimum thresholds over the course of the financing period – over the course of the forecast period. Given your 2019, I guess, when I think about the Moody’s metric, in particular, right, the FFO forecast is lower now because of the pension contribution, but that should basically be trading math since it reduces your assumed pension deficit. This, all things equal, will be sort of neutral to the calculation. Is that the right way to think about it?

So yes, we expect to be in the right place with all three rating agencies throughout the planning period. 2019 has some unique attributes because of the remaining liabilities for the exit of competitive generation that are – that will be gone in 2019, and I think, in our conversations with Moody’s, they’re looking beyond that period at more where we’re going to be in the 2020, 2021 time frame. So we’re confident that we’re going to stay above the threshold for all three rating agencies, and hopeful that we can even get to a position where we see further positive movement from them.

Okay. That, I guess, without being – I was trying to be less blunt, but I just didn’t see you guys at above 12% in 2019 based on the cash flow profile you laid out in this guidance, but your explanation for that is that the CFO is negatively impacted by the remaining exit costs from FES and it should look better in 2020 and 2021?

That’s right. There’s a little dip below 12% this year, but it writes itself next year.

Okay. You’re always very direct. And I appreciate that. Thank you. That was my question.

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

Thanks. Good morning, guys. Just on the pension. You mentioned expecting that kind of cash position to continue to be strong into 2020. Is – and you don’t expect to have to make any minimum contributions. But is there a scenario where we might see further voluntary contributions along the way here and just kind of how you’re thinking about that as you’ve been moving the funding up?

I’m not thinking about any further voluntary contributions right now. This one, the timing was such that we did have cash available to do it. And as you all know, our pension plan was hurt by the performance of the fund in 2018 as was everyone else’s. And taking this step early helped offset some of those losses that we incurred last year. But right now, we don’t have any plans to do anything. The next mandatory contribution is in 2022.

Okay. And can you share what would the size of that be, Chuck? Just kind of as you look at it today? I think you – before you had a $330 million for 2021 was the number you gave us at EEI. Is the 2022 number in the same ballpark or something smaller?

Jonathan, this is Steve Strah. It is in the same ballpark. Right now, we have that estimated at just about $380 million, once again that’s in 2022 and we’ll – that will be subject to how the market performs over the next several year period, and we’re comfortable.

Okay, great. Thank you. And then just one other thing on the – we don’t have time to review the filing on the DMR and as much detail as we’d like. But Chuck, could you just give us the sort of high level on how you’re justifying the request to extend and whether it’s similar or evolved a little from the original request?

So first, obviously we’re very thankful that the Public Utilities Commission of Ohio did this for us several years ago. It helps insurers, as I said in my prepared remarks, low-cost capital to begin the process of modernizing the grid in Ohio. Our filing pretty much is along those same lines. And I think we have a strong case to argue for two years of additional DMR funding. But I also have said repeatedly, we don’t have that in any of our growth plans, the 6% to 8% growth rates are not depending on it. And even if we get it for two more years both, those of you who evaluate our stock and the rating agencies, you’re going to factor it out because it’s only for two more years. But having said that, the cash and the availability of that cash to make meaningful investments in the grid in Ohio is important to us going forward.

Thank you very much.

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

Thanks so much. Hi guys.

Hi Praful.

Hi. So I just wanted just touch on pension, again just to clarify. Is the proportion of equity versus debt products that are invested from a pension plan changing as a result of the performance in 2018? Or is that consistently a high proportion of equity? Just so I understand going forward how should we think about the volatility of that fund?

This is Steve Strah, again. We are not going to change our approach in terms of the composition of the investment portfolio. Roughly 70% of that portfolio is return-seeking. And I don’t see any meaningful change coming.

Understood. And the change in discount rate that offset a lot of that earnings impact, is that also one-time? Or how do you see that discount rate changing?

We ended up moving to the full yield curve last year. So that turned out to be beneficial for us, and I think, we’ll just see how the market and interest rates move over the course of the year, Once again, we see no change in our approach.

Got you. On the credit side, it was very helpful to have the full context of all rating agencies. I wanted to understand is there any threshold from a holding company debt perspective that you’re also looking to achieve within the targets from a rating agency perspective?

Praful, this is Steve. So from a holding company debt perspective, we’re targeting right around 35% to 37% holding company debt as a percentage of total debt and Moody’s specifically is aware of that and they have no issues with it.

Understood. Well, that’s super helpful. And finally, just from a strategic perspective, clearly, the transition has gone really well, your metrics are in line apart from the small pension stuff, everything seems to be working well. Is there at some point apart from pure execution, thought around strategic intent both on the buy or sell side in terms of how you’re thinking about that? Or is it purely just execution mode at this point?

So obviously, I’ve been getting this question a lot lately and those are the types of things that, number one, even if there was something we were thinking about, we wouldn’t talk about it. But, number two, growth through M&A in this industry is becoming increasingly difficult, increasingly costly to get the regulatory approvals necessary. I think many of our regulatory commissions are – it seems to be concluding that bigger companies aren’t necessarily better. But having said that, any opportunity that presents itself, we would take a hard look at. And if it makes sense both short term and long term for shareholders. I think we’ve demonstrated we’re willing to tackle tough decisions to make this company more valuable for our shareholders so we would do that. And as you know how that part of what we do works, Gary Benz, who is my Chief Strategy Officer, is listening to proposals from investment bankers all the time about things that they think can make our company stronger. We evaluate every single one of them and if everyone presents itself that really does make our company stronger, we’re going to make it happen.

Got you. I hear investment bankers do that so I appreciate it. Thank you for the color.

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

Hey, guys. Congrats on a good year. Just looking at Slide 23 and it has the distribution ROEs versus authorized. And a lot of these are pretty well below what the target, and obviously, Ohio is a different animal given how rate making’s done there. But just curious how you’re looking at some of the other subsidiaries, whether West Penn, one or two others, maybe even New Jersey; where it looks like these things kind of imply pretty sizable under-earning. How you’re thinking about rectifying that or whether it implies there’s a base rate case coming in one of those jurisdictions?

Well, it’s interesting the question about under-earning because I get them many, many times about concerns about us over-earning. And here’s what I would say. Take Pennsylvania, in particular, as of January this year the DISC has been turned back on for all four of our distribution operating companies and as you’re familiar with how the DISC works, we’re making investments under the DISC. Those investments will contribute about $0.02 a share to our 2019 growth. So one, that’s the method we’re using right now. At some point in time, if we bump up against the maximum amount of investment we can make under the DISC, then we will be required to have another base rate case around of base rate cases in Pennsylvania in order to roll that in and then be able to use the DISC going forward. But we’re a ways away from that point. I would not anticipate any rate case filings in Pennsylvania this year for sure, even though our stayout is expiring this year. In Ohio, we’re in a rate freeze through 2024. In Maryland, we’re just wrapping up a rate case with new rates to go in effect on March 23. It’s not been that long since we had a rate case in New Jersey. So, the investments that we’re making this year and really for the next several years, it’s just shy of $3 billion. Over 50% of that is being made in transmission formula rates and realtime riders in our distribution companies. And so the 6% to 8% growth that we’re talking about does not depend on any rate cases in order for us to achieve that growth. It’s merely executing the plan, investing in these formula-driven mechanisms, and then the growth will occur.

Got it. I just want to follow up on that, though, and I’m thinking New Jersey specifically, I mean the 2.1% trailing 12-month ROE that you’re showing on this, anything abnormal or highly unusual in that number only because that’s just a really sizable spread relative to authorized. And the IIP will help on future investment, but it may not help if you’ve got significant O&M lag that’s already in place.

I’m going to let Eileen answer that one for you, Michael.

Thanks. In looking at the loaded ROE for JCP&L on that Slide 23, I would note that, that was a number that preceded our last base rate cases the note says. So, it’s the last publicly available published ROE number from prior to implementing rates from our last rate case.

Got it. Thank you. Much appreciated.

Thanks, Mike.

Our next question comes from the line of Charles Fishman with Morningstar. Please proceed with your question.

Yes. DMR question was answered. So let me ask you this, Chuck. You made the statement either at third quarter call or at EEI that you didn’t think the market was appreciating the transmission system of FirstEnergy. I suspect that you had influence on that graphic on Slide 5 showing it’s 30% and anyone can see that that number is going to go up based on your CapEx plan. What else do you do to get – what’s going through your head as far as how you get people to appreciate the benefit of the FERC-regulated transmission?

Well, I think number one, we do have to start talking about it more and we are a company that has a large transmission footprint, 24,000 miles of transmission lines, largest in PJM, one of the largest in the country, it is 30% of our regulated assets, it’s growing at 11% per year over the next three years in that 6% to 8% growth rate. So I think it’s worthy of really calling it out to make sure investors see it. I think there are a couple of other things holding our stock back from rerating. One is the continued overhang of FES and even though we have reached a settlement with all the creditors and that settlement have been approved by the court, there’s still some confusion in the market as to our ongoing relationship with them that I don’t think will go away until they actually emerge and change their name at some point hopefully later this year. So, I think that’s holding us back. But I think – I can’t undersell the value of what the transmission system means to FirstEnergy and its shareholders. We’ve got forward-looking formula rates for all of it, but the former Allegheny system, and that’s where we’re making all these investments in ATSI and MAIT right now as I said. I mean, when you think about the investments we’re making over the next three years, more than 50% of them are in formulaic mechanisms that it’s – it’s just execute the work plan, and we’ll execute the growth that we’ve committed to.

So in New Jersey, where it’s state-regulated transmission, mostly, and I realize you’re in the middle of the settlement negotiations, but I suspect that they have to give you some kind of formulaic treatment of your investments in New Jersey or else you’ll focus more on your FERC-regulated. Is that correct?

I think, we’ll be successful next year in moving JCP&L to a formulaic mechanism, still regulated by the state likely, but that’s the game plan. But the answer is yes. I mean as we think about where we’re going to invest shareholder money, we want to put your money in good investments. Good investments are formulaic mechanisms at transmission, realtime riders and distribution that don’t have regulatory lag, that lead to the improvements that we’re making to also serve customers. And you’ve heard me say this before, good investments are the ones customers are willing to pay for and shareholders are willing to invest in. So all of what we’re doing is also driving improved service for customers. And just take the ATSI part of our Energizing the Future, we reduced transmission outages by almost 40% on the ATSI part of our system. And a single transmission outage can affect – it affects tens of thousands of customers up to maybe 60,000 to 80,000 customers at times. So those improvements are great for customers too.

Okay. Thanks a lot, Chuck. That’s all I had.

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

Hi, good morning.

Good morning, Stephen.

Most of my questions have been answered. I did want to just directly address that question, Chuck, you mentioned before in terms of just the accounting calculation of ROE versus the real regulatory calculation of earned ROEs. Would you mind just at a high level talking through in Ohio as an example just some of the adjustments that need to be made to get to the proper sort of regulatory calculation of earned ROE?

I think it’s way too complicated to get into on an earnings call, Stephen. So, I’d be happy to talk to you offline or have Irene go through it with you. But as I said, in Ohio, our rates are frozen through 2024 and you can imagine all of the different moving parts with DMR, with a DCR rider that’s been in place for now, I think we’re in year seven of that and it goes on through to 2024. The ultimate grid modernization rider. There are unique treatments for some of the lost revenue from energy efficiency improvements we’ve made. It’s just very complicated and we can’t go through the numbers on the call, but those are examples of things that affect how it looks from a GAAP perspective, from how it turns out from a regulatory accounting perspective.

Understood. And then just lastly, you mentioned the Emerging Technologies Group. It sounds like an exciting new area. Is it possible to give an example or two of the kinds of technologies that generically might offer some benefits to customers and system operations?

I would say – I’ll give you an example. Not saying it’s going to end up the way we would want it to end up, but one particular example would be electric vehicle charging stations. We’ve had two of our governors, New Jersey and Pennsylvania express their desire to have significantly more electric vehicle penetration in their state. One of the impediments to accomplishing those goals is going to be a robust charging network. Utilities, like ours, and not just ours, are skilled at building infrastructure. They are skilled at planning infrastructure. They are skilled at – an example of that case of building it out in a way that it’s robust, but not duplicative, doing it for a 9.5% to 10% return on equity, which is a very cheap way to finance it. And I think it’s something that if we really want more EV penetration, our states ought to look at having there utilities help them accomplish. Right now, none of our states want us to do that, but that’s an area where I think we’re going to have ongoing conversation with them about the value that we think we can bring to help them with their environmental strategies for their states.

That’s great. Thank you very much.

[Operator Instructions] Thank you. It appears we have no further questions at this time. Mr. Strah, I would now like to turn the floor back over to you for closing comments.

Well, thank you all for your persistence in staying with us over the long haul. We’re really excited about where we’re at as a company, really excited about the next three years, and then as we get more into this Emerging Technologies area, excited to tell you about it once we know more. So, thank you for your time this morning. Look forward to talking to you again soon.

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.