Meghan Geiger Beringer - FirstEnergy Corp. Charles E. Jones - FirstEnergy Corp. James F. Pearson - FirstEnergy Corp. Leila L. Vespoli - FirstEnergy Corp..

Greg Gordon - Evercore ISI Jonathan Philip Arnold - Deutsche Bank Securities, Inc. Paul Patterson - Glenrock Associates LLC Larry Liou - JPMorgan Securities LLC Praful Mehta - Citigroup Global Markets, Inc. (Broker) Michael Lapides - Goldman Sachs & Co. Anthony C. Crowdell - Jefferies LLC Stephen Calder Byrd - Morgan Stanley & Co.

LLC Julien Dumoulin-Smith - UBS Securities LLC.

Greetings and welcome to the FirstEnergy Corp.'s Third Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Meghan Beringer, Director, Investor Relations for FirstEnergy Corp. Thank you, Ms. Beringer. You may begin..

Thank you, and good morning. Welcome to our 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 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 are also available on the website. Please note that we have also provided a slide presentation that will follow this morning'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; Brian Farley, Vice President of Sales for the Competitive business; and Irene Prezelj, Vice President, Investor Relations.

Now I would like to turn the call over to Chuck Jones..

Thanks, Meghan. Good morning, everyone. Thanks for joining us. This morning we reported strong results for the third quarter and increased our operating earnings guidance for the year.

During our call today, Jim and I will review our financial results and key strategic developments while leaving ample time for your questions at the conclusion of our prepared remarks. Our third quarter GAAP earnings were $0.89 per share, while operating earnings were $0.90 per share.

These results beat the top of our third quarter operating earnings guidance range by $0.15 due to the favorable impact of record summer temperatures as well as strong operational results across all three of our business segments.

For the full year, we are revising our forecasted GAAP results to a loss range of $1.30 to $0.90 per share, which primarily reflects the impairments we took in the second quarter, along with this quarter's estimate for the annual pension and OPEB mark-to-market adjustment.

In addition, we are raising and narrowing our 2016 operating earnings guidance to a range of $2.60 to $2.70 per share, reflecting the strong third quarter results. In addition to these results, we made solid progress on our regulatory initiatives, including reaching a positive settlement with the parties in our Pennsylvania rate cases.

The settlements, which have been filed with the Pennsylvania Public Utilities Commission, allow for incremental revenue of approximately $291 million across our four utilities.

The terms of the settlement will provide us with the necessary resources and technology to continue improving our infrastructure and help ensure continued safe and reliable electric service for our 2 million utility customers in Pennsylvania.

We expect the Public Utilities Commission to issue its final orders on the settlements before January 26, 2017, and the new rates are expected to take effect on January 27.

Turning to New Jersey, we are very pleased to announce that we have achieved an agreement in principle with the parties in our rate case, including Rate Counsel and the BPU staff, that would provide an $80 million annual revenue increase beginning January 1. The terms of the agreement must still be finalized, filed and approved by the BPU.

JCP&L remains committed to providing customers with strong reliability with some of the lowest rates in the state.

And in Ohio, the Ohio Public Utilities Commission authorized a distribution modernization rider that will allow our Ohio utilities to collect $204 million per year, including the gross up for taxes, through 2019, with a possible two-year extension. Moving to our Transmission business.

Last week, both our new MAIT subsidiary and JCP&L filed forward-looking formula rates with FERC. These rates will replace stated rates that had been in place since 1998 at JCP&L, Penelec and Met-Ed.

The filings will support 2017 transmission investments of more than $170 million in New Jersey and more than $260 million in our Met-Ed and Penelec service areas. In both cases, we have requested the new rates to take effect on January 1, 2017.

On balance, it was a terrific quarter, and Jim will provide much more detail on our financial results in a few minutes. I'm going to devote the rest of my time to discussing the topic I think you really want to hear about, our strategic plans for our Competitive Generation business.

As we said on our last earnings call, we do not believe Competitive Generation is a good fit for FirstEnergy and our regulated growth strategy. But one of my goals since becoming CEO has been to keep as many of our generating units running as possible.

We believe that a vertically integrated or regulated-light construct is the best way to provide reliable and affordable electric service to customers, both now and in the future.

And, of course, preserving these units would also benefit our communities and the employees who have dedicated their careers to keeping the units operating safely and efficiently. We have worked for meaningful market reforms and our team has had tremendous success reducing the cost structure of our Generation business.

While we have delayed investments where possible at our fossil fleet, we remain committed to making all appropriate investments in our nuclear units in order to maintain safe and reliable operations, and we will not compromise our obligations to the industry, our communities and employees to operate our nuclear fleet with excellence.

But competitive market conditions continue to deteriorate, punctuated by weak power prices, insufficient results from recent capacity auctions and anemic demand forecasts. The fact is Competitive Generation is weighing down the rest of our company. And while we have fought hard, we cannot continue to wait for an upturn.

Instead, a strategic review of our Competitive business is underway and we are pursuing options to thoughtfully, yet expeditiously, move away from Competitive markets. We will be assessing several different alternatives in the near term, with a goal to implement these strategic options over the next 12 to 18 months.

First, after the election is over next week, we plan to begin legislative and regulatory efforts designed to preserve our remaining generation assets.

We are looking to convert Competitive Generation to a regulated or regulated-light construct in Ohio, while seeking a solution for nuclear units in Ohio and Pennsylvania that recognizes the environmental benefits of these established baseload-generating resources.

And in West Virginia, Mon Power plans to issue an RFP to address its generation shortfall by the end of this year. We expect that Allegheny Energy Supply would likely offer the Pleasants plant into that process.

We will work diligently with legislators and regulators in each of these states to assess the appetite for solutions that can benefit customers and communities, but not at the expense of extending our transition to becoming fully regulated.

We're also open to exploring the sale of any or all of these assets, particularly the gas and hydro units at Allegheny Energy Supply.

If we find that one or more of these options are not viable, we'll also consider deactivating additional competitive generating units, similar to the ones we announced this summer at Sammis Units 1 through 4 and Bay Shore. Again, we will act quickly to assess these alternatives.

We believe an accelerated timeframe is necessary so that we can remove lingering uncertainty, especially for our employees, and ensure that our company is singularly focused on the transition to becoming a fully-regulated company.

As we aggressively pursue these options, we will continue to operate our Competitive segment to remain free cash flow positive each year, in both 2017 and 2018, and we do not intend to provide equity contributions to the business from FirstEnergy Corporation.

We met last week with all three of the rating agencies to outline our transition to becoming a fully regulated utility, and we expect to see announcements from them shortly.

Further downgrades of FirstEnergy Solutions by the rating agencies could require posting additional collateral of $355 million, which FirstEnergy Solutions could address through a combination of cash on hand, borrowing under the unregulated money pool or proceeds from asset sales.

However, the continued viability of FirstEnergy Solutions is also pressured by some additional risks over the near term.

These risks, which include an inability to implement our strategic alternatives in a timely manner, an adverse outcome related to a coal transportation contract dispute at FirstEnergy Solutions, or the inability for FirstEnergy Solutions to extend or refinance debt maturities of $515 million in 2018 could cause FirstEnergy Solutions to take additional actions, including restructuring its debt and other financial obligations or seeking bankruptcy protection.

We have received a number of questions about FirstEnergy Corporation obligations to the Competitive side of the business. Let me take a minute to discuss these questions. First, I want to stress that one single qualified pension plan covers all FirstEnergy employees.

So the $921 million pension obligation to employees of our Competitive business would remain a FirstEnergy obligation. Further, a list of guaranteed amounts can be found in the 10-Q we are filing today.

These guaranteed items total $168 million related to CES and include energy contracts, certain generation-related matters and that business' portion of deferred compensation benefits that FirstEnergy guarantees for all affiliate employee participants.

Any additional exposure of FirstEnergy Corporation to our Competitive business will be considered as part of the strategic review. Also note that as we make this transition we are planning to move forward with the bringing on independent board members at FirstEnergy Solutions.

Again, we are optimistic that solutions can be found during this strategic review to keep as many of our generating units running as possible.

Closing plants is an extremely difficult step, both for me personally and for our company, because keeping them viable is in the best interest of our electric customers, the states, the communities where the plants are located and our employees. But we believe these actions are the right ones for our future.

They are consistent with both our goal to operate as a fully regulated utility company and our goal to position the company for stable, predictable and customer service-oriented growth that will benefit customers, employees and shareholders. I'll now turn the call over to Jim for a review of the quarter..

Thanks, Chuck, and good morning, everyone. As always, detailed information about the quarter can be found in the consolidated report which was posted to our website this morning, and we welcome your questions during the Q&A or following the call.

As Chuck mentioned, we reported strong GAAP earnings of $0.89 per share, and $0.90 per share on an operating earnings basis. These solid results exceeded our expectations due to the impact of record summer temperatures on our distribution business and strong generation plant performance.

Third quarter cooling degree days were 28% higher than the same period in 2015 and 46% higher than normal, a record in the 38 years that we have been tracking the impact of weather.

This drove a 6.9% increase in total distribution deliveries compared to the third quarter of 2015, with a 12.8% increase in residential sales and 4.7% increase in commercial sales. In the industrial sector, sales increased 2.4% in the quarter. This is the first increase in industrial deliveries since the first quarter of 2015.

The improvement was driven by stronger demand from the shale, coal mining and steel industries, as well as the chemical and auto sectors. Over the last year and a half, we have seen a drop in steel and coal customer sales, but both have leveled off.

Looking ahead, we expect industrial sales to increase, primarily due to the strong growth in the shale-related sector. We will be watching these positive developments very closely in the fourth quarter and into next year.

Looking at the trends on a year-over-year basis, residential and commercial weather-normalized sales are flat and are expected to be flat in the near term. On a positive note, recent residential customer growth has been the highest since early 2007.

This trend of approximately 0.5% has been seen across our footprint with the highest growth in the eastern part of our territory. Turning to our Transmission business. Third quarter earnings increased by $0.01 per share due to higher revenues in ATSI and TrAIL, which offset higher depreciation and general taxes.

Additionally, in the fourth quarter we will be reclassifying $0.07 per share from our Regulated Distribution segment to our Regulated Transmission segment related to a small portion of Transmission assets that will be recovered through the formula rates at MAIT and JCP&L.

These assets were always under a Transmission rate, but were included as part of our Distribution segment. This change will impact full-year guidance for 2016 between the two segments with no impact on our consolidated earnings guidance, and it will be reflected in the 2017 earnings guidance that we will post on our website later today.

In our Competitive business, our plants performed well this summer, driving results that were stronger than our internal forecasts.

This partially offset the expected commodity margin decrease due to lower contract sales volume, which is consistent with our hedging strategy and lower capacity revenues, reflecting the capacity prices that went into effect in June.

The commodity margin also benefited from lower capacity expense, fuel and purchased power expense and higher wholesale sales related to a larger open position.

As a result of the impact of a hot summer combined with strong operational performance at our generating units, we are narrowing our 2016 adjusted EBITDA to the top end of our previous range at $920 million to $950 million from $850 million to $950 million.

We have essentially closed our 2016 targeted forward sales with 67 million megawatt hours of committed sales and 3 million megawatt hours remaining open to market prices. Finally, at corporate, lower operating expenses were more than offset by a higher consolidated effective income tax rate and higher interest expenses.

As Chuck said, we are revising our forecasted GAAP results to a loss of $1.30 to $0.90 per share and raising and narrowing our 2016 operating guidance to $2.60 to $2.70 per share. And later this afternoon, we will post to our website a comprehensive packet with our EEI presentation and supplemental materials.

This will include our 2016 and 2017 guidance with segment details, a five-year capital expenditure forecast for Transmission, a three-year capital expenditure forecast for our utilities and corporate, 2017 and 2018 capital and adjusted EBITDA for the Competitive businesses, long-term growth targets for our regulated business as well as our financing plan.

We are making these materials available today so that you will have plenty of time to review them in advance of our meetings at the EEI Conference. Now I'd like to open the call for your questions..

Thank you. We will now be conducting a question-and-answer session. Our first question comes from the line of Greg Gordon with Evercore ISI. Please proceed with your question..

Thanks. Good morning, guys..

Hey, Greg..

So when you talk about being on an accelerated timeframe to come to decisions with regard to the different outcomes for FES, I know you on purpose didn't give a specific timeframe because you're not sure.

But do you think that you'll have wrapped up all your regulatory paths and asset sale paths at some point in 2017 and that this will be resolved during that fiscal year? Or do you think it's possible that it could take more than the next five quarters to resolve all of these decisions?.

So here's what I'd say, Greg. I think we really started this transformation to a regulated company at EEI in 2013. And that launched a significant regulatory agenda that included rate proceedings in West Virginia, Ohio, twice in Pennsylvania, twice in New Jersey. Those are now all behind us.

It included decisions along the way to retire assets that were uneconomic. And now we have some decisions that we have to get done in the near term. What I've said in my remarks and what I would say as an answer to your question is we expect to complete this entire process in 12 to 18 months.

And in that time period, you'll be looking at a fully regulated company. There are steps along the way that I can't give you timing on the specific steps, but we're not going to let those get in the way of that goal of being fully regulated within the next 12 to 18 months..

Fantastic. Follow-up question to that.

As we think about, it's obviously not going to be clear exactly where your balance sheet is going to end up in that we don't understand how many of the assets will be sold and how the cash flows at the parent are going to look, but should we presume that in your discussions with the rating agencies that they're going to articulate a goal for you in terms of where your FFO-to-debt at the parent needs to be after this transition and you'll be given a period of time to right-size your balance sheet, should you need to, to get to those metrics?.

Well, that is their job and they've never been hesitant to do their job. So I fully expect – we met with them, as I said during the call, last week. I fully expect that later today they're going to begin talking about what their expectations are.

And I'm confident that we will be able to deliver on those expectations, particularly at the holding company level. And then we have to see where this strategic decision takes us with the Competitive business over the next 12 to 18 months..

You may not be able to answer this, but I need to ask it.

When it comes to the holding company-level credit, do you think that you'll be given a period of time over which to evolve to the metrics they're going to hold you to? Or do you think that that would require a significant equity issuance in the near term?.

I'd say we're going to wait and see what they say. But I can tell you this, we have positioned those metrics at the holding company pretty much where they need to be anyway over the next three years irrespective of the decisions that we're talking about today..

Okay. Thank you, guys..

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

Good morning, guys..

Good morning, Jonathan..

Hey, Jonathan..

Just wanted to – one specific thing, you mentioned the possibility of up to a bankruptcy filing of the Competitive business. Can you give us any feeling for how much – and you gave the disclosure on pension and guarantees.

Is there any sense of how much operating expense that's currently allocated to Competitive might flow back to the parent in such a scenario?.

Not at this time, Jonathan. We have an extensive review going on of what our company will look like when this transition is done. And as we study that and understand it better, we'll be able to talk to you about it at that time..

Okay. So that's not something that'll be apparent in disclosures later today..

No..

Okay. I think that was it. Thank you..

Thank you. Our next question comes from the line of Paul Patterson with Glenrock Association (sic) [Associates] (24:10). Please proceed with your question..

Good morning..

Hey, Paul..

Hey.

Just as of follow-up on Jonathan's question, how should we think about tax synergies in the event that FES were to be in Chapter 11 or what have you? And just how do we think about the company in the absence of this currently problematic Generation business? How do we think about things like tax synergies and what have you?.

Well, I would give you the same answer there that I just gave on some of the expenses that are shared throughout the company. We have to get into this process and understand it fully. There are going to be a whole lot of different views on how that might get handled in the event that we get to that point.

But as I've said, we've got other things that we plan to execute on in the short term here before we ever get to the point where that question even has to be answered..

Okay. And then in terms of, you mentioned after the election having certain meetings and what have you.

Is there any point in time where there's a fish or cut bait sort of thing where a decision has to be made?.

I would say this. We're committed to executing this transition to a fully regulated company within the next 12 to 18 months. That would suggest that if there's going to be any policy decisions made by these states, they're going to have to be made early in 2017 for them to be able to be impactful on that schedule..

Okay. Thanks so much..

Thank you. Our next question comes from the line of Larry Liou with JPMorgan. Please proceed with your question..

Hey, guys. Thanks for taking my call. I just wanted to talk about the rail contracts. Has anything changed on that front? I think you guys thought that there might have been environmental force majeure. So what has changed since then? It seems like you talk a little more negatively on it now..

I don't think I was talking negatively at all. I was just disclosing the fact that it's out there and a very negative impact could cause us to look at what we do with the Competitive business more quickly when it relates to a financial restructuring. But I don't feel negative about it at all.

If you want, Leila can give you a little update on the timeline as to when we expect all this to happen..

Sure..

So we disclosed in our Q the liability phase of the proceeding is scheduled to commence in late November. The damages phase, if necessary, would begin in May. And then again, with the liability phase, we would expect a decision within 60 days of the end of that, which we've identified to be February 24 of 2017..

Okay. And then another point that you that pointed out to was the 2018 debt maturities. Those are at the muni side, which you have a very concentrated investor base.

Have you talked to any of the investors to potentially renegotiate, restructure, or even smooth out the maturity schedule?.

Not at this time..

Okay. Thank you..

Thank you. Our next question comes from the line of Praful Mehta with Citigroup. Please proceed with your question..

Hi. Thanks, guys..

Good morning..

Good morning. So quickly on the new board members at the Generation side.

I wanted to understand, is the thinking behind that to create more separation between Generation and the holding company with the goal that – and I guess, does it suggest that there is a risk that claims from the Generation can flow up back to the parent?.

Here's what I'd say. As we started to think about what we have to accomplish over the next 12 to 18 months, it became apparent that more governance was good and more external governance is good.

So we are moving forward with adding outside independent directors to the FirstEnergy Solutions board strictly for that purpose, so that we have more external governance into the process..

Gotcha. And secondly, in terms of equity issuance, you've talked about $500 million for 2016.

Is there any other sense of timing in terms of if there is more needed? Is there a certain timeline we should be thinking about for additional equity?.

We have announced that we will issue $500 million of equity into our pension plan yet in 2016, and we continue to plan to do that and expect to get that done. Any further equity discussion, I'm going to put you off for now, and we'll talk to you about it at EEI..

Gotcha. Thank you, guys..

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

Hey, guys. Congrats on a lot of effort and hard work and success on the regulated side. A question, just rate case, I see the settlement in New Jersey. Congrats on that.

Just curious, both from New Jersey and Pennsylvania, can you bridge us from the rate increases down to what may be the after-tax income impact would be? Just trying to think about things like in New Jersey, are there some higher costs that will go into service next year that might offset some of the rate case? And in Pennsylvania, are there any other things like tax or other items that could impact the after-tax contribution?.

Hey, Michael. This is Jim. I would say from New Jersey, I would look at that $80 million, the pre-tax number, as flowing through the bottom line. As well, in Pennsylvania, I would expect of that $291 million, about $203 million pre-tax will fall through to the bottom line..

Got it.

So there's no other incremental cost items that might offset that?.

That's correct..

Okay. One other thing.

Just in thinking about Transmission opportunities over the coming months or coming years, when you look at MAIT, do you see significant Transmission opportunities like you saw with ATSI and TrAIL five to seven years ago?.

Yes, absolutely. That's why we began the process to form MAIT in the first place. And I think, Michael, the amount of work that we could execute on, I think we've identified almost $20 billion worth of work that we could put in that queue. It's just a matter of we haven't communicated the speed at which we plan to execute that work plan yet.

And again, I think we'll talk a little bit more about that coming up at EEI..

Got it. Thank you, guys. Much appreciated..

Thank you. Our next question comes from the line of Anthony Crowdell with Jefferies. Please proceed with your question..

Hey. Good morning.

Just sort of on Michael's question, for the pre-tax impacts and the rate increase in Pennsylvania, can I just use like a normal 38% tax rate to determine net income impact?.

Yeah, you can use that, Anthony..

Perfect. Thank you..

Thank you. Our next question comes from the line of Stephen Byrd with Morgan Stanley. Please proceed with your question..

Hi. Good morning..

Good morning, Stephen..

I wanted to just understand the tax implications relating to your Competitive business.

Would you mind just laying out what your tax basis is? And also, I guess, really importantly, in the event of either a sale or a reorganization of the business, do you believe you can effectively use that tax loss back up to the parent perhaps to effectively allow for greater growth in the sense that you would not be a taxpayer presumably for quite some period of time?.

Hey, Stephen. This is Jim. To your first question, our tax basis is about $4.3 billion there. And in fact, to Chuck's earlier comment, I think there has to be a lot more analysis done on that before we determine if we're able to utilize any of those tax benefits back at the parent if we got to that point in time.

So I think it's just too premature right now..

Okay. Understood. That's all I had. Thank you..

Thank you. Our next question comes from the line of Julien Dumoulin-Smith. Please proceed with your question..

Hey. Good morning..

Hey, Julien..

Good morning..

So I just wanted to follow up and make sure I heard you right. So you said your metrics would be able to get you there for the next few years, kind of status quo.

Was that basically referring to solving for a 14% FFO-to-debt metric for the next few years?.

Well, we're there in 2017 and we're very close in 2018 and 2019. And I think we could close that gap without too much difficulty. So, yeah, I think – but here's why I'd say, Julien. The rating agencies are going to do their job and they're going to issue their reports later today or probably at the latest, Monday.

So we're waiting to see what they're going to say, too..

Right.

But you're saying without too much of a gap, you're suggesting further cost cuts, not equity, to resolve that difference?.

I think it's pretty clear that our Competitive business is stressed. But it's also pretty clear to me that we've taken the necessary steps to stabilize our FFO-to-debt at the holding company level..

Got it. And then turning back to Pennsylvania. Sorry to hammer on this one. In terms of – what's the implied earned ROE as you think about the next few years? Just trying to reconcile the rate-based math relative to the settlement..

Julien, this is Jim. That was kind of like a black box settlement, so I don't want to get into what any implied rate of return is at this point..

Got it. All right. Fair enough.

Ultimately on a trailing basis, would you say you've continued to earn your ROE, though?.

I would say once all of the rates are in place, then we will be earning a representative ROE at all of the jurisdictions..

Got it.

But even on a trailing basis prior to the rates going into effect in Pennsylvania?.

Well, we have a forward-looking test here in Pennsylvania, so I would say, on a trailing basis, we were earning it. And what this rate case included was our forward-looking costs as well as our customer consumption during that period of time..

Right. Excellent. Okay. I'll leave it there. Thank you..

There are no further questions at this time. I'd like to turn the floor back over to Mr. Pearson for closing comments..

Okay. Well, there are no more questions here. I'm sure you're holding them for us starting Sunday at EEI. So look forward to – we're going to be putting out some additional disclosures later today, and I look forward to seeing you all there.

And hopefully by the time we come out of EEI, we plan to try to combine the Analyst Day that we've talked about for the last year and a half with EEI and share a lot of information about what we believe this fully regulated company is going to look like. So look forward to seeing you there. Thank you..

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