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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the FISCAL YEAR ended December 31, 2019
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:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Common Stock, $0.10 par value per share | FE | 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 | ☑ | No | ☐ |
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 | ☐ | No | ☑ |
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 | ☑ | No | ☐ |
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 | ☑ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 | ☑ |
| Accelerated Filer | ☐ |
| Non-accelerated Filer | ☐ |
| Smaller Reporting Company | ☐ |
| Emerging Growth Company | ☐ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Yes | ☐ | No | ☑ |
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.
$22,724,895,037 as of June 30, 2019
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, 2020 | ||
| Common Stock, $0.10 par value | 540,713,909 |
Documents Incorporated By Reference
| PART OF FORM 10-K INTO WHICH | ||
| DOCUMENT | DOCUMENT IS INCORPORATED | |
| Proxy Statement for 2020 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 19, 2020 | 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 |
| GPUN | GPU Nuclear, Inc., a subsidiary of FE, which operates TMI-2 |
| 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: | ||||
| ACE | Affordable Clean Energy | EDC | Electric Distribution Company | |
| ADIT | Accumulated Deferred Income Taxes | EDCP | Executive Deferred Compensation Plan | |
| AEP | American Electric Power Company, Inc. | EDIS | Electric Distribution Investment Surcharge | |
| AFS | Available-for-sale | EE&C | Energy Efficiency and Conservation | |
| AFUDC | Allowance for Funds Used During Construction | EGS | Electric Generation Supplier | |
| ALJ | Administrative Law Judge | EGU | Electric Generation Units | |
| AMT | Alternative Minimum Tax | EmPOWER Maryland | EmPOWER Maryland Energy Efficiency Act | |
| ANI | American Nuclear Insurers | ENEC | Expanded Net Energy Cost | |
| AOCI | Accumulated Other Comprehensive Income | EPA | United States Environmental Protection Agency | |
| ARO | Asset Retirement Obligation | EPS | Earnings per Share | |
| ARP | Alternative Revenue Program | ERO | Electric Reliability Organization | |
| ASC | Accounting Standard Codification | ESOP | Employee Stock Ownership Plan | |
| ASU | Accounting Standards Update | ESP IV | Electric Security Plan IV | |
| AYE DCD | Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors | Facebook® | Facebook is a registered trademark of Facebook, Inc. | |
| AYE Director's Plan | Allegheny Energy, Inc. Non-Employee Director Stock Plan | FASB | Financial Accounting Standards Board | |
| Bankruptcy Court | U.S. Bankruptcy Court in the Northern District of Ohio in Akron | 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 | |
| Bath County | Bath County Pumped Storage Hydro-Power Station | FERC | Federal Energy Regulatory Commission | |
| BGS | Basic Generation Service | FES Bankruptcy | FES Debtors' voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court | |
| BNSF | BNSF Railway Company | Fitch | Fitch Ratings | |
| bps | Basis points | FMB | First Mortgage Bond | |
| CAA | Clean Air Act | FPA | Federal Power Act | |
| CBA | Collective Bargaining Agreement | FTR | Financial Transmission Right | |
| CCR | Coal Combustion Residuals | GAAP | Accounting Principles Generally Accepted in the United States of America | |
| CERCLA | Comprehensive Environmental Response, Compensation, and Liability Act of 1980 | GHG | Greenhouse Gases | |
| CFL | Compact Fluorescent Light | IBEW | International Brotherhood of Electrical Workers | |
| CFR | Code of Federal Regulations | ICP 2007 | FirstEnergy Corp. 2007 Incentive Compensation Plan | |
| CO2 | Carbon Dioxide | ICP 2015 | FirstEnergy Corp. 2015 Incentive Compensation Plan | |
| CPP | EPA's Clean Power Plan | IIP | Infrastructure Investment Program | |
| CSAPR | Cross-State Air Pollution Rule | IRS | Internal Revenue Service | |
| CSX | CSX Transportation, Inc. | ISO | Independent System Operator | |
| CTA | Consolidated Tax Adjustment | JCP&L Reliability Plus | JCP&L Reliability Plus IIP | |
| CWA | Clean Water Act | kV | Kilovolt | |
| D.C. Circuit | United States Court of Appeals for the District of Columbia Circuit | KWH | Kilowatt-hour | |
| DCPD | Deferred Compensation Plan for Outside Directors | LBR | Little Blue Run | |
| DCR | Delivery Capital Recovery | LED | Light Emitting Diode | |
| DMR | Distribution Modernization Rider | LIBOR | London Interbank Offered Rate | |
| DPM | Distribution Platform Modernization | LOC | Letter of Credit | |
| DSIC | Distribution System Improvement Charge | LS Power | LS Power Equity Partners III, LP | |
| DSP | Default Service Plan | LSE | Load Serving Entity | |
| DTA | Deferred Tax Asset | LTIIPs | Long-Term Infrastructure Improvement Plans | |
| E&P | Earnings and Profits | MDPSC | Maryland Public Service Commission |
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| MGP | Manufactured Gas Plants | PPB | Parts per Billion | |
| MISO | Midcontinent Independent System Operator, Inc. | PPUC | Pennsylvania Public Utility Commission | |
| mmBTU | One Million British Thermal Units | PUCO | Public Utilities Commission of Ohio | |
| Moody’s | Moody’s Investors Service, Inc. | PURPA | Public Utility Regulatory Policies Act of 1978 | |
| MW | Megawatt | RCRA | Resource Conservation and Recovery Act | |
| MWH | Megawatt-hour | REC | Renewable Energy Credit | |
| NAAQS | National Ambient Air Quality Standards | Regulation FD | Regulation Fair Disclosure promulgated by the SEC | |
| NAV | Net Asset Value | RFC | ReliabilityFirst Corporation | |
| NDT | Nuclear Decommissioning Trust | RFP | Request for Proposal | |
| NEIL | Nuclear Electric Insurance Limited | RGGI | Regional Greenhouse Gas Initiative | |
| NERC | North American Electric Reliability Corporation | ROE | Return on Equity | |
| NJBPU | New Jersey Board of Public Utilities | RSS | Rich Site Summary | |
| NMB | Non-Market Based | RSU | Restricted Stock Unit | |
| NOL | Net Operating Loss | RTEP | Regional Transmission Expansion Plan | |
| NOx | Nitrogen Oxide | RTO | Regional Transmission Organization | |
| NPDES | National Pollutant Discharge Elimination System | S&P | Standard & Poor’s Ratings Service | |
| NRC | Nuclear Regulatory Commission | SBC | Societal Benefits Charge | |
| NSR | New Source Review | SCOH | Supreme Court of Ohio | |
| NUG | Non-Utility Generation | SEC | United States Securities and Exchange Commission | |
| NYPSC | New York State Public Service Commission | SIP | State Implementation Plan(s) Under the Clean Air Act | |
| OCA | Office of Consumer Advocate | SO2 | Sulfur Dioxide | |
| OCC | Ohio Consumers' Counsel | SOS | Standard Offer Service | |
| OEPA | Ohio Environmental Protection Agency | SPE | Special Purpose Entity | |
| OMAEG | Ohio Manufacturers' Association Energy Group | SREC | Solar Renewable Energy Credit | |
| OPEB | Other Post-Employment Benefits | SSO | Standard Service Offer | |
| OPEIU | Office and Professional Employees International Union | SVC | Static Var Compensator | |
| OPIC | Other Paid-in Capital | Tax Act | Tax Cuts and Jobs Act adopted December 22, 2017 | |
| OSHA | Occupational Safety and Health Administration | TMI-2 | Three Mile Island Unit 2 | |
| OVEC | Ohio Valley Electric Corporation | Twitter® | Twitter is a registered trademark of Twitter, Inc. | |
| PA DEP | Pennsylvania Department of Environmental Protection | UCC | Official committee of unsecured creditors appointed in connection with the FES Bankruptcy | |
| PCRB | Pollution Control Revenue Bond | UWUA | Utility Workers Union of America | |
| PJM | PJM Interconnection, L.L.C. | VEPCO | Virginia Electric and Power Company | |
| PJM Region | The aggregate of the zones within PJM | VIE | Variable Interest Entity | |
| PJM Tariff | PJM Open Access Transmission Tariff | VMS | Vegetation Management Surcharge | |
| POLR | Provider of Last Resort | VSCC | Virginia State Corporation Commission | |
| POR | Purchase of Receivables | WVPSC | Public Service Commission of West Virginia | |
| PPA | Purchase Power Agreement |
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PART I