Greetings, and welcome to the FirstEnergy Corp. Fourth Quarter 2010 Earnings Conference Call. [Operator Instructions] It is now my pleasure to introduce your host, Irene Prezelj, Director of Investor Relations for FirstEnergy Corp. Thank you, Ms. Prezelj, you may begin.

Thanks, Doug, and welcome, everyone. During this conference call, we will make various forward-looking statements within the meaning of the Safe Harbor provision 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 but 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. Reconciliations 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 on our website at www.firstenergycorp.com/ir. Participating in today's call are Tony Alexander, President and Chief Executive Officer; Mark Clark, Executive Vice President and Chief Financial Officer; Harvey Wagner, Vice President and Controller; Jim Pearson, Vice President and Treasurer; Bill Byrd, Vice President of Corporate Risk; and Ron Seeholzer, Vice President of the Investor Relations. I'll now turn the call over to Tony.

Thanks, Irene, and good afternoon, everyone. Thank you for joining us today. I'll provide a brief review of 2010 and recent developments, and then Mark will provide more details about the fourth quarter and other financial matters. First, looking back to 2010, in a challenging year of soft power prices, we benefited from the successful execution of our competitive strategy, holding the line on costs, a modest recovery in industrial sales and some favorable weather. This morning, we reported 2010 basic non-GAAP earnings of $3.62 per share, which is in line with our updated guidance of $3.60 to $3.70 per share. We also generated $3.1 billion in net cash from operating activities during the year. Several key events in 2010 helped set the stage for 2011 and beyond. I'll go through these kind of one by one for you. First in Ohio, our utilities received approval for our second comprehensive Electric Security Plan, which will be in effect from June 1, 2011 through May 31, 2014. In Pennsylvania, we had a series of auctions that were held for the procurement of Default Service Supply for Met-Ed and Penelec customers. That completes the groundwork for the final move to competitive generation markets that took place for those companies on January 1st of this year. Our Ohio companies participated in the interim PJM capacity auctions, so that we are now in a position to complete the move of our ATSI transmission assets and operations in to PJM by June 1, 2011. We safely completed the Davis-Besse outage and the related control rod nozzle modifications. We also are accelerating our plans to replace the reactor head at Davis-Besse. This will take place in the fall of 2011 and is expected to take future control rod issues off the table. And we submitted our…

Thanks, Tony, and good afternoon, everyone. I'm going to walk you through our fourth quarter results, some of our 2010 metrics and then I'll share a few preliminary thoughts on 2011. As Tony said, our full year 2010 results were in line with our guidance, which was revised to the upper end of the original range in August. Also as Tony mentioned, we were able to offset some of the early year headwinds with a better-than-normal weather experienced later in the year and slightly increased industrial sales. These, and other positives coupled with a strong cash position, allowed us to address several legacy issues in light of the pending merger. With the belief that the merger would close in his first quarter, which is earlier than we originally anticipated, we removed several potential distractions by accelerating items such as costs associated with negotiating coal contracts, disposing of radioactive waste being stored at our nuclear units and remediating some legacy issues associated with the Mad River and Edgewater plants, which had been planned for subsequent years. In the aggregate, we moved $0.15 per share forward from the subsequent years, slightly less than half of that was associated with 2011. So even with the acceleration of these costs, we were able to remain within earnings guidance range. In short, we're very comfortable with where we ended the year. As I walk through our fourth quarter results, it may be helpful for you to refer to the Consolidated Report to the Financial Community we issued this morning. Excluding special items, normalized non-GAAP basic earnings for the quarter were $0.71 per share compared to $0.77 per share in the fourth quarter of 2009. On a GAAP basis, this quarter's earnings were $0.61 per share compared to $0.78 per share last year. As you'll find…

[Operator Instructions] Our first question comes from the line of Dan Eggers from Credit Suisse Group. Dan Eggers - Crédit Suisse AG: This relates to the -- last quarter you guys gave 2011 earnings drivers and they weren't included this year or this quarter. If we were to think about change from last quarter O&M should be down by bringing O&M forward from the fourth quarter and then you're going to have a higher tax expense without the industrial manufacturing tax credit benefit. Are there any other changes we should be thinking about, since the last set of impact drivers?

Dan, this is Mark. I think two things. One, we alluded to accelerating some expenses from '11 into '10, and then I'm going to let Harvey speak to the manufacturing issue.

Dan, we really didn't see much benefit in 2010 from the manufacturing deduction. We had an adjustment when we filed our 2009 cash return, that pretty much offset what we would have otherwise generated in 2010. So comparing 2010 to 2011, you really won't see much difference. Dan Eggers - Crédit Suisse AG: When you guys gave the drivers last quarter, were you anticipating to return to the 1099 credits that would've been a relief in the way you guys are looking forward to the year? Or was that not anticipated when you guys gave the last set of drivers?

It wasn't explicitly addressed but, again, those numbers really aren't very material. Dan Eggers - Crédit Suisse AG: Then you guys talked about coal re-contracting in the quarter as you're tidying up things before the merger closed. Can you just share a little more thought on what all went into that, and will it lead to any more meaningful deviation from the increase in cost you guys did anticipate in the last quarter?

Dan, I think, one example would be the Mad River legacy remediation. That was going to happen in 2011. We elected to move that forward. Some people might have seen how we handled that. It was a YouTube special because the tower fell in the wrong direction, unfortunately. Another item would be our nuclear people asked if they could accelerate some rad [radioactive] waste removal. Eventually, they were going to have remove it. It wasn't in any of our game plans, but since we were having a strong quarter, we agreed to move some of that forward. That gave them some more operational flexibility. It also, kind of, took that issue off the table from having to deal with for a while. So there are a number odds and ends on that -- as I said, about half of it were things that were out in the future like rad waste and some of the things were more current like the Mad River, which would've been an '11 item. Dan Eggers - Crédit Suisse AG: I thought I heard Tony say that there were higher fuel expenses or that you guys did some re-contracting the quarter for 2011 and beyond to tidy things up with added extra cost. Is there any change in your fuel expense we should be thinking about? Or any change in either rail or coal contracts that you weren't anticipating before?

No, what we did was -- the specific answer is no. What we this was cleaned up some contracts that would've been in '11. We just took care them in '10 but the aggregate answer is no. Dan Eggers - Crédit Suisse AG: The potential sale of Fremont, is there going to be any other income statement impacts in 2011 beyond whatever you guys you have to do with the cash you'd bring in from selling the plant?

I think we're going to speak to '11 in a lot more detail when we set up the post-merger call. But as we said, we're going to apply as much of that as we can to debt reduction and building up our cash reserves and those will have a positive impact as we go forward. And other than that, everything, probably, is pretty consistent with what we outlined before.

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

You mentioned having 26 tranches for the May '11 to '12 period with higher POLR. I think if we do our math right, you have about half of that number of tranches for the second year currently. But then you've also disclosed this number of bringing 65% hedged in '12. Should we expect you to go after the same amount of a higher POLR as you have in the first year and into next auctions for year two, that have yet to happen? Or is this sort of part of the shrinking of POLR as part of the overall portfolio?

Yes, this is Bill Byrd. I think it would be safe to expect that we decreased our POLR business over time. Our business objective is really to sign-up direct retail customers. And as we succeed with that, we'll be less interested in the POLR contract opportunities.

So that 26 might be a high watermark effectively?

Time will tell.

Do you have any sense of what your -- what sales would would've been growth-wise in the fourth quarter, weather adjusted, maybe in the residential sector specifically and then as a whole?

No, not really. We could -- I'm sure one of our folks can get it to you after the call.

Our next question comes from the line of Brian Chin with Citigroup.

Piggybacking off Jonathan's question, could you give a little bit more clarity on how many megawatt hours or terrawatt hours you were able to successfully sell in the different Ohio and Pennsylvania tranches?

In POLR? Yes, we can probably give you that detail, Brian, but why don't you call back and try to get it. I don't know that we've got that level of granularity right here, right now.

Can you give some thoughts on where you think RPMs, the capacity market, will likely trend in the next auction? Obviously, the PJM parameters came out and had little bit of changes in terms of transmission line constraints. So if you could give us your sense of what you think about the next auction, and when do you think western prices will converge with eastern prices?

I ask our folks this question, specifically, in anticipation of a question like this. And obviously, the New Jersey legislation and associated FERC activity in the Maryland draft RFP creates a lot of, I'll say, regulatory uncertainty, which uncertainty is always, as a generality, tends to firm up pricing. We also are somewhat skeptical about the amount of demand response that we see participate in this program. We're cautiously expecting a little less. And all that put together, we think prices may firm up a little bit. I mean it's not going to dramatically be different than last year, but we think it can get stronger in the price.

Our next question comes from the line of Steve Fleishman with Bank of America Merrill Lynch.

I would be curious -- maybe, Tony or others, on your thoughts on the new Chairman of the Ohio Commission, just kind of how well you know him? And kind of what -- any changes do you expect? And how they're addressing the implementation of SB 221? And maybe along those lines, just your thoughts because other companies have different perspectives on structure, the rate plans that you have, and just do you see any changes in structure?

Steve, which one of those 10 questions you want me to answer first? I think the Governor made an excellent choice. Todd's a solid individual. He's been a good representative. He understands the process pretty well from a legislative standpoint in terms of any energy issues. And he's clearly a good choice for the role. So I think we should look forward to having a solid regulation in the state of Ohio with the leadership that's been put in place at this point. Let's see, the second question dealt with...

I think it's just kind of do you expect the structure and implementation of SB 221 to kind of continue along the way it has?

Well, I think there's opportunities under 221, which all of us have taken advantage of to a certain extent in terms of having Electric Security Plans put in place. We were just successful in negotiating one last year. But there are limitations to how those can be utilized. So I think you'll see the Commission -- well, following its precedent, that's what Ohio Commissions have done typically over time. I think they'll be skeptical about some of the noise I've been hearing, respecting the ability to use Electric Security Plans to create large amounts of non-bypassable future charges. But doubts are going to get played out in those proceedings.

Our next question comes from the line of Paul Patterson from Glenrock Associates.

Just a housekeeping question here on the condensed consolidated statement of cash flows, there's a $41 million non-cash benefit, it looks like from commodity derivative transaction. And I wasn't sure whether or not this was associated with the one-time charge of some sort or one-time gain or whether or not that's part of operating earnings. If you could just sort of elaborate a little bit on that?

Paul, it's Harvey Wagner. As you know, some of these purchased power contracts get mark-to-market, and these are just the impacts of fair value adjustments. The offsets are pretty much in the purchase power expense line from the income statement.

So when we're looking at this net number, would that suggest, though, that you guys actually had a benefit there? Or you're saying there's some offset as well for that?

It was probably a reduction in the net liability.

So that would sort of benefited earnings in the quarter? And how should we think about that going forward?

It depends on what your crystal balls tells you about power prices.

So this is sort of just mark-to-market fluctuation that we can see from quarter-to-quarter?

Right.

And then in terms of the equity -- it looks like it went down and on a GAAP basis -- at least maybe if was looking at this correctly, it still looks like to me that you would have higher earnings and dividends. And I'm just sort of -- what caused the equity to decrease?

Yes. Year-over-year, Paul, we're always more or less marking our funded liability of our pension on to other comprehensive income in the equity section of the balance sheet. So the discount rate going down increased the obligation and the unfunded portion got bigger. So I think there was about a $200 million after-tax charge associated with that just in OCI.

Then finally, the shopping that you guys or the marketing of power outside your service territory, could you tell us sort of how that's going and what service territories you see the most opportunity and where you've been gaining the most market share, and what's sort of been lucrative there just sort of if you could give us a little more flavor for where you've been taking load away from others?

This is Bill Byrd, and Solutions is right in line with their game plan and their business plan in terms of our out-of-territory sales. We aren't going to get too detailed on the volumes and exactly where. But generally, it's the Western Pennsylvania, Western PJM territories that we're focused on. Logically, it's the utility territory that are reachable with our generation on a cyclical-power basis.

So basically Western PA is where you seeing the most activity? You're not seeing it in southern Ohio or...

No, I don't think he said that, Paul.

I'm trying to get a sense. Obviously, I want to feel comfortable with what you're saying. But I mean I'm try to get a sense as to, like, where you guys are -- you know?

We're active in all of those markets to different extents and to different degrees. I think what Bill is trying to relate to you is, at this point, it's really not appropriate to lay out what our game plan is. All I can tell you is that the game plan in each market that has been laid out has been successfully implemented.

Our next question comes from the line of Paul Ridzon from KeyBanc Capital.

Could you give an update on Signal Peak?

Yes, Signal Peak is doing quite well. They had some issues with the PPOV but that's pretty much been resolved. We're not happy with some of the safety performance, but management is committed in order to save the plant. We were out in the region in Denver speaking to the local authorities. They produced 8 million tons last year, somewhere between 4 million and 5 million was cleaned. About half of that comes east, to us, and about half of it goes into the international market. We brought on a new COO last year, who spends his entire day in the mine. We're seeing a lot of increased productivity. And we're very, very pleased with where they are right now.

Any update on the potential monetizations?

We said that we eventually going to sell Signal Peak. We were putting that material together. We'd like to do it after they get into the second seam, and we still anticipate hopefully something being done late first half of this year, maybe into the second half. But with a memo of understanding on Fremont, the tax legislation, some of those things significantly increasing our cash. There's substantially less pressure on doing something with Signal Peak and the value of that property just seems to be climbing.

I know you're still in negotiations, but how would you characterize your odds of getting your money out of Fremont?

High.

And then lastly, I guess, Mark, you've said you have accelerated a lot of expenditures into '10, did that all occur in the fourth quarter?

There was a touch of it in the third quarter, very little, but almost all of it was in the fourth quarter. I'm being corrected by our controller, all of it was in the fourth quarter. I thought we did a touch in the third but apparently not.

Our next question comes from the line of Ashar Khan from Visium Asset Management.

Could you just elaborate with the cash proceeds what kind of a debt reduction and increase in cash reserves are we expecting?

This is Jim Pearson. What we're going to be looking at is a debt at FES. And even if we have some excess cash at some of the utilities, right now, we haven't targeted any specific issue nor will we do that at this point. We look at if it make sense to retire any of that debt economically. If it doesn't, we'll hold the cash in reserves there.

But generally all of these that -- what is the additional cash that, I guess, the bonus tax in aggregate that you expect by the end of this year?

I think the tax issues if you add it up, it's over $500 million and we gave some earlier drivers on free cash flow in that range. So those two items alone would be $1 billion, and we're not at liberty to speak about the Fremont facility. But as we said, we are going to be generating significant amount of cash this year. And our game plan is to reduce debt or build our cash on our balance sheet.

Just to kind of elaborate, you're saying, by the end of this year you have $500 million coming from free cash flow and about $500 million coming from the bonus depreciation, so that's nearly $1 billion. And plus that is the Signal Peak, is that correct, the way to think about it?

The bonus depreciation is not quite all of it. Remember, we got a refund of $60 million in '10 that we just got a couple of days ago. $170-some million that was settlement of some issues back to '01. In terms of total tax kinds of dollars, it was $500 million. Some of that number we gave for tax legislation was '12. But $1 billion is in the ballpark and plus Signal Peak plus Fremont plus continuing holding down our O&M expenses, so we're going to have a fairly large pile of cash to increase our overall financial flexibility or worst case, continue to build up our cash reserves.

Our next question comes from the line of Ivana Ergovic from Jefferies. Ivana Ergovic - Jefferies & Co: What was the total interest rate swap agreement contribution for 2010 and also for the fourth quarter?

From the interest rate swaps, it was about $128 million of cash. For the year, I believe, it enhanced earnings about $0.04, which about probably around $0.01 to $0.02 was in the fourth quarter. Ivana Ergovic - Jefferies & Co: And also just referencing this nuclear decommissioning trust increase to $0.04, is there again for the quarter? Or you had a loss in the fourth quarter of 2009?

Now, what that is, you might recall, at the end of the third quarter last year, we reallocated our nuclear decommissioning trust primarily from equities to fixed income. So we were in cash for a good period of the time last quarter, so this is really just interest income on those investments. Ivana Ergovic - Jefferies & Co: Lastly, how much of lower depreciation is at your regulated utilities?

Ivana, this is Harvey Wagner. If you consider about $300 million that we're anticipating for 2011, about $220 million of that would be the regulated companies.

Our next question comes from the line of Gregg Orrill from Barclays Capital.

I just wanted to follow up on Brian Chin's question about the next RPM auction, which is -- where you saying that you still expected the east zones to clear separately from the west, and what was your thought there about DSM?

This is Bill Byrd again. To answer your question about the different zones, yes, we expect a significant price difference between the east and the west. As you're aware for FirstEnergy capacity, it's the price in the west that we're most interested in. And we feel on the demand response contribution process to larger process that we -- you're curious to see how it turns out, but we believe that there will be less interest in the demand response providers bidding their supply, and particularly in the western region where our capacity's at.

Our next question comes from the line of Edward Heyn from Catapult Capital Management.

Just wanted to follow up on Ashar's question about the cash balances that you're bringing in. And given that update, do you guys anticipate issuing any equity in '11 or '12 excluding obviously to exchange for Allegheny shares?

No.

Our last question comes from the line of Raymond Leung from Goldman Sachs.

First of all, you provided some operating cash flow guidance for '11 of $2.7 billion to $2.86 billion for '11. Can you talk a little bit about -- does that include the bonus depreciation? Or is that a separate item?

Ray, think back when we provided that, that was prior to the legislation being enacted, so that would exclude anything to do with the bonus depreciation.

Can you talk a little bit about where you are with your bank loans and I know not it's till '11, but any update or color on that? And then also separately, can you talk a little bit about the short-term debt balance? It looks pretty high. Is that still tied to municipal bonds that need to be reset every so often? Or can you sort of elaborate on that.

Ray, this is Jim Pearson again. Let me start with the bank lines first. As you know, we have our revolving credit facility that's due August of 2012. We have started having the dialogue with the various banking relationships. We would expect that we would have new facilities in place before that facility becomes current. And we will look at potentially setting up facilities at the holding company and the generating companies. On the second question, the short-term debt balance, a portion of that is made up of our pollution control debt that we continue to roll over in variable rate mode. At one time, we got that up over $2 billion. We're now less than $1 billion that we carry in a variable rate, and we're pretty comfortable with that right now. It's probably in the $800 million to $900 million range. The rest of that would be some short-term working capital debt that we carry.

Thank you. And I'd Like to thank everyone for joining us on the call today. As always, we appreciate your continued support and interest in FirstEnergy. Thank you and have a great day.

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