Cover and table of contents
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Cover and table of contents
10-K 1 fe-12312018x10k.htm 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the FISCAL YEAR ended December 31, 2018
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
| Commission | Registrant; State of Incorporation; | I.R.S. Employer | ||
| File Number | Address; and Telephone Number | Identification No. | ||
| 333-21011 | FIRSTENERGY CORP. | 34-1843785 | ||
| (An Ohio Corporation) | ||||
| 76 South Main Street | ||||
| Akron, OH 44308 | ||||
| Telephone (800)736-3402 |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Registrant | Title of Each Class | Name of Each Exchange on Which Registered | ||
| FirstEnergy Corp. | Common Stock, $0.10 par value per share | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes þ No o | ||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes o No þ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes þ No o |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes þ No o |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer þ | |
| Accelerated Filer o | |
| Non-accelerated Filer o | |
| Smaller Reporting Company o | |
| Emerging Growth Company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Yes o No þ |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
$17,109,706,919 as of June 30, 2018
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
| CLASS | AS OF JANUARY 31, 2019 | ||
| Common Stock, $0.10 par value | 530,152,175 |
Documents Incorporated By Reference
| PART OF FORM 10-K INTO WHICH | ||
| DOCUMENT | DOCUMENT IS INCORPORATED | |
| Proxy Statement for 2019 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 21, 2019 | Part III |
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GLOSSARY OF TERMS
The following abbreviations and acronyms are used in this report to identify FirstEnergy Corp. and its current and former subsidiaries:
| AE | Allegheny Energy, Inc., a Maryland utility holding company that merged with a subsidiary of FirstEnergy on February 25, 2011, which subsequently merged with and into FE on January 1, 2014 |
| AESC | Allegheny Energy Service Corporation, a subsidiary of FirstEnergy Corp. |
| AE Supply | Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary |
| AGC | Allegheny Generating Company, formerly a generation subsidiary of AE Supply that became a wholly owned subsidiary of MP in May 2018 |
| ATSI | American Transmission Systems, Incorporated, formerly a direct subsidiary of FE that became a subsidiary of FET in April 2012, which owns and operates transmission facilities |
| BSPC | Bay Shore Power Company |
| CEI | The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary |
| CES | Competitive Energy Services, formerly a reportable operating segment of FirstEnergy |
| FE | FirstEnergy Corp., a public utility holding company |
| FELHC | FirstEnergy License Holding Company |
| FENOC | FirstEnergy Nuclear Operating Company, a subsidiary of FE, which operates NG's nuclear generating facilities |
| FES | FirstEnergy Solutions Corp., together with its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C., and FGMUC, which provides energy-related products and services |
| FES Debtors | FES and FENOC |
| FESC | FirstEnergy Service Company, which provides legal, financial and other corporate support services |
| FET | FirstEnergy Transmission, LLC, formerly known as Allegheny Energy Transmission, LLC, which is the parent of ATSI, MAIT and TrAIL, and has a joint venture in PATH |
| FEV | FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures |
| FG | FirstEnergy Generation, LLC, a wholly owned subsidiary of FES, which owns and operates non-nuclear generating facilities |
| FGMUC | FirstEnergy Generation Mansfield Unit 1 Corp., a wholly owned subsidiary of FG, which has certain leasehold interests in a portion of Unit 1 at the Bruce Mansfield plant |
| FirstEnergy | FirstEnergy Corp., together with its consolidated subsidiaries |
| Global Holding | Global Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC |
| Global Rail | Global Rail Group, LLC, a subsidiary of Global Holding that owns coal transportation operations near Roundup, Montana |
| GPU | GPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001 |
| JCP&L | Jersey Central Power & Light Company, a New Jersey electric utility operating subsidiary |
| MAIT | Mid-Atlantic Interstate Transmission, LLC, a subsidiary of FET, which owns and operates transmission facilities |
| ME | Metropolitan Edison Company, a Pennsylvania electric utility operating subsidiary |
| MP | Monongahela Power Company, a West Virginia electric utility operating subsidiary |
| NG | FirstEnergy Nuclear Generation, LLC, a wholly owned subsidiary of FES, which owns nuclear generating facilities |
| OE | Ohio Edison Company, an Ohio electric utility operating subsidiary |
| Ohio Companies | CEI, OE and TE |
| PATH | Potomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP |
| PATH-Allegheny | PATH Allegheny Transmission Company, LLC |
| PATH-WV | PATH West Virginia Transmission Company, LLC |
| PE | The Potomac Edison Company, a Maryland and West Virginia electric utility operating subsidiary |
| Penn | Pennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE |
| Pennsylvania Companies | ME, PN, Penn and WP |
| PN | Pennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary |
| Signal Peak | Signal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana |
| TE | The Toledo Edison Company, an Ohio electric utility operating subsidiary |
| TrAIL | Trans-Allegheny Interstate Line Company, a subsidiary of FET, which owns and operates transmission facilities |
| Transmission Companies | ATSI, MAIT and TrAIL |
| Utilities | OE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP |
| WP | West Penn Power Company, a Pennsylvania electric utility operating subsidiary |
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| The following abbreviations and acronyms are used to identify frequently used terms in this report: | ||||
| AYE DCD | Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors | MGP | Manufactured Gas Plants | |
| AYE Director's Plan | Allegheny Energy, Inc. Non-Employee Director Stock Plan | MATS | Mercury and Air Toxics Standards | |
| ACE | Affordable Clean Energy | MISO | Midcontinent Independent System Operator, Inc. | |
| ADIT | Accumulated Deferred Income Taxes | mmBTU | One Million British Thermal Units | |
| AEP | American Electric Power Company, Inc. | Moody’s | Moody’s Investors Service, Inc. | |
| AFS | Available-for-sale | MVP | Multi-Value Project | |
| AFUDC | Allowance for Funds Used During Construction | MW | Megawatt | |
| ALJ | Administrative Law Judge | MWD | Megawatt-day | |
| AMT | Alternative Minimum Tax | MWH | Megawatt-hour | |
| ANI | American Nuclear Insurers | NAAQS | National Ambient Air Quality Standards | |
| AOCI | Accumulated Other Comprehensive Income | NDT | Nuclear Decommissioning Trust | |
| Apple® | Apple®, iPad® and iPhone® are registered trademarks of Apple Inc. | NEIL | Nuclear Electric Insurance Limited | |
| ARO | Asset Retirement Obligation | NERC | North American Electric Reliability Corporation | |
| ARP | Alternative Revenue Program | NGO | Non-Governmental Organization | |
| ARR | Auction Revenue Right | Ninth Circuit | United States Court of Appeals for the Ninth Circuit | |
| ASC | Accounting Standard Codification | NJBPU | New Jersey Board of Public Utilities | |
| ASLB | Atomic Safety and Licensing Board | NMB | Non-Market Based | |
| Aspen | Aspen Generating, LLC, a wholly-owned subsidiary of LS Power Equity Partners III, LP | NOAC | Northwest Ohio Aggregation Coalition | |
| ASU | Accounting Standards Update | NOL | Net Operating Loss | |
| Bankruptcy Court | U.S. Bankruptcy Court in the Northern District of Ohio in Akron | NOPR | Notice of Proposed Rulemaking | |
| Bath County | Bath County Pumped Storage Hydro-Power Station | NOx | Nitrogen Oxide | |
| BGS | Basic Generation Service | NPDES | National Pollutant Discharge Elimination System | |
| bps | Basis points | NPNS | Normal Purchases and Normal Sales | |
| BNSF | BNSF Railway Company | NRC | Nuclear Regulatory Commission | |
| BRA | PJM RPM Base Residual Auction | NRG | NRG Energy, Inc. | |
| BV-2 | Beaver Valley Unit 2 | NSR | New Source Review | |
| CAA | Clean Air Act | NUG | Non-Utility Generation | |
| CBA | Collective Bargaining Agreement | NYISO | New York Independent System Operator | |
| CCR | Coal Combustion Residuals | NYPSC | New York State Public Service Commission | |
| CDWR | California Department of Water Resources | OCA | Office of Consumer Advocate | |
| CERCLA | Comprehensive Environmental Response, Compensation, and Liability Act of 1980 | OCC | Ohio Consumers' Counsel | |
| CFL | Compact Fluorescent Light | OEPA | Ohio Environmental Protection Agency | |
| CFR | Code of Federal Regulations | OSHA | Occupational Safety and Health Administration | |
| CO2 | Carbon Dioxide | OMAEG | Ohio Manufacturers' Association Energy Group | |
| CONE | Cost-of-New-Entry | OPEB | Other Post-Employment Benefits | |
| CPP | EPA's Clean Power Plan | OPEIU | Office and Professional Employees International Union | |
| CSAPR | Cross-State Air Pollution Rule | OPIC | Other Paid-in Capital | |
| CSX | CSX Transportation, Inc. | OTTI | Other-Than-Temporary Impairments | |
| CTA | Consolidated Tax Adjustment | OVEC | Ohio Valley Electric Corporation | |
| CWA | Clean Water Act | PA DEP | Pennsylvania Department of Environmental Protection |
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| D.C. Circuit | United States Court of Appeals for the District of Columbia Circuit | PCRB | Pollution Control Revenue Bond | |
| DCPD | Deferred Compensation Plan for Outside Directors | PJM | PJM Interconnection, L.L.C. | |
| DCR | Delivery Capital Recovery | PJM Region | The aggregate of the zones within PJM | |
| DMR | Distribution Modernization Rider | PJM Tariff | PJM Open Access Transmission Tariff | |
| DPM | Distribution Platform Modernization | PM | Particulate Matter | |
| DSIC | Distribution System Improvement Charge | POLR | Provider of Last Resort | |
| DSP | Default Service Plan | POR | Purchase of Receivables | |
| DTA | Deferred Tax Asset | PPA | Purchase Power Agreement | |
| E&P | Earnings and Profits | PPB | Parts per Billion | |
| EDC | Electric Distribution Company | PPUC | Pennsylvania Public Utility Commission | |
| EDCP | Executive Deferred Compensation Plan | PSD | Prevention of Significant Deterioration | |
| EDIS | Electric Distribution Investment Surcharge | PTC | Price-to-Compare | |
| EE&C | Energy Efficiency and Conservation | PUCO | Public Utilities Commission of Ohio | |
| EGS | Electric Generation Supplier | PURPA | Public Utility Regulatory Policies Act of 1978 | |
| EGU | Electric Generation Units | R&D | Research and Development | |
| ELPC | Environmental Law & Policy Center | RCRA | Resource Conservation and Recovery Act | |
| EMAAC | Eastern Mid-Atlantic Area Council of PJM | REC | Renewable Energy Credit | |
| EmPOWER Maryland | EmPOWER Maryland Energy Efficiency Act | Regulation FD | Regulation Fair Disclosure promulgated by the SEC | |
| ENEC | Expanded Net Energy Cost | RFC | ReliabilityFirst Corporation | |
| EPA | United States Environmental Protection Agency | RFP | Request for Proposal | |
| EPRI | Electric Power Research Institute | RGGI | Regional Greenhouse Gas Initiative | |
| EPS | Earnings per Share | RMR | Reliability Must-Run | |
| ERISA | Employee Retirement Income Security Act of 1974 | ROE | Return on Equity | |
| ERO | Electric Reliability Organization | RPM | Reliability Pricing Model | |
| ESOP | Employee Stock Ownership Plan | RSS | Rich Site Summary | |
| ESP IV | Electric Security Plan IV | RSU | Restricted Stock Unit | |
| ESTIP | Executive Short-Term Incentive Program | RTEP | Regional Transmission Expansion Plan | |
| Facebook® | Facebook is a registered trademark of Facebook, Inc. | RTO | Regional Transmission Organization | |
| FASB | Financial Accounting Standards Board | RWG | Restructuring Working Group | |
| FERC | Federal Energy Regulatory Commission | S&P | Standard & Poor’s Ratings Service | |
| FE Tomorrow | FirstEnergy's initiative launched in late 2016 to identify its optimal organizational structure and properly align corporate costs and systems to efficiently support a fully regulated company going forward | SAIDI | System Average Interruption Duration Index | |
| FES Bankruptcy | FES Debtors' voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court | SAIFI | System Average Interruption Frequency Index | |
| Fitch | Fitch Ratings | SB221 | Amended Substitute Senate Bill No. 221 | |
| FMB | First Mortgage Bond | SBC | Societal Benefits Charge | |
| FPA | Federal Power Act | SEC | United States Securities and Exchange Commission | |
| FTR | Financial Transmission Right | SERTP | Southeastern Regional Transmission Planning | |
| GAAP | Accounting Principles Generally Accepted in the United States of America | Seventh Circuit | United States Court of Appeals for the Seventh Circuit | |
| GHG | Greenhouse Gases | SF6 | Sulfur Hexafluoride | |
| GWH | Gigawatt-hour | SIP | State Implementation Plan(s) Under the Clean Air Act | |
| IBEW | International Brotherhood of Electrical Workers | SO2 | Sulfur Dioxide | |
| ICE | Intercontinental Exchange, Inc. | SOS | Standard Offer Service | |
| ICP 2007 | FirstEnergy Corp. 2007 Incentive Plan | SPE | Special Purpose Entity | |
| ICP 2015 | FirstEnergy Corp. 2015 Incentive Compensation Plan | SRC | Storm Recovery Charge |
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| IIP | Infrastructure Investment Program | SREC | Solar Renewable Energy Credit | |
| IRS | Internal Revenue Service | SSA | Social Security Administration | |
| ISO | Independent System Operator | SSO | Standard Service Offer | |
| JCP&L Reliability Plus | JCP&L Reliability Plus IIP | SVC | Static Var Compensator | |
| kV | Kilovolt | Tax Act | Tax Cuts and Jobs Act adopted December 22, 2017 | |
| kW | Kilowatt | TDS | Total Dissolved Solid | |
| KWH | Kilowatt-hour | TMDL | Total Maximum Daily Load | |
| KPI | Key Performance Indicator | TMI-2 | Three Mile Island Unit 2 | |
| LBR | Little Blue Run | TO | Transmission Owner | |
| LCAPP | Long-Term Capacity Agreement Pilot Program | TTS | Temporary Transaction Surcharge | |
| LED | Light Emitting Diode | Twitter® | Twitter is a registered trademark of Twitter, Inc. | |
| LIBOR | London Interbank Offered Rate | UCC | Official committee of unsecured creditors appointed in connection with the FES Bankruptcy | |
| LMP | Locational Marginal Price | UWUA | Utility Workers Union of America | |
| LOC | Letter of Credit | VEPCO | Virginia Electric and Power Company | |
| LS Power | LS Power Equity Partners III, LP | VIE | Variable Interest Entity | |
| LSE | Load Serving Entity | VRR | Variable Resource Requirement | |
| LTIIPs | Long-Term Infrastructure Improvement Plans | VSCC | Virginia State Corporation Commission | |
| MAAC | Mid-Atlantic Area Council of PJM | WVDEP | West Virginia Department of Environmental Protection | |
| MATS | Mercury and Air Toxics Standards | WVPSC | Public Service Commission of West Virginia | |
| MDPSC | Maryland Public Service Commission |
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PART I