|
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
|
|
|
|
|
|
|
|
000-53742
|
|
FIRSTENERGY SOLUTIONS CORP.
|
|
31-1560186
|
|
|
(An Ohio Corporation)
|
|
|
|
|
c/o FirstEnergy Corp.
|
|
|
|
|
76 South Main Street
|
|
|
|
|
Akron, OH 44308
|
|
|
|
|
Telephone (800)736-3402
|
|
|
Registrant
|
|
Title of Each Class
|
|
Name of Each Exchange
on Which Registered
|
|
|
|
|
|
FirstEnergy Corp.
|
|
Common Stock, $0.10 par value
|
|
New York Stock Exchange
|
Registrant
|
|
Title of Each Class
|
|
|
|
FirstEnergy Solutions Corp.
|
|
Common Stock, no par value per share
|
Yes
þ
No
o
|
|
FirstEnergy Corp.
|
Yes
o
No
þ
|
|
FirstEnergy Solutions Corp.
|
Yes
o
No
þ
|
|
FirstEnergy Corp. and FirstEnergy Solutions Corp.
|
Yes
þ
No
o
|
|
FirstEnergy Corp. and FirstEnergy Solutions Corp.
|
Yes
þ
No
o
|
|
FirstEnergy Corp. and FirstEnergy Solutions Corp.
|
þ
|
|
FirstEnergy Corp.
|
o
|
|
FirstEnergy Solutions Corp.
|
Large Accelerated Filer
þ
|
FirstEnergy Corp.
|
|
|
Accelerated Filer
o
|
N/A
|
|
|
Non-accelerated Filer (Do not check
if a smaller reporting company) þ |
FirstEnergy Solutions Corp.
|
|
|
Smaller Reporting Company
o
|
N/A
|
Yes
o
No
þ
|
|
FirstEnergy Corp. and FirstEnergy Solutions Corp.
|
|
|
OUTSTANDING
|
|
CLASS
|
|
AS OF JANUARY 31, 2015
|
|
FirstEnergy Corp., $0.10 par value
|
|
421,182,123
|
|
FirstEnergy Solutions Corp., no par value
|
|
7
|
|
|
|
PART OF FORM 10-K INTO WHICH
|
DOCUMENT
|
|
DOCUMENT IS INCORPORATED
|
|
|
|
Proxy Statement for 2015 Annual Meeting of Shareholders to be held May 19, 2015
|
|
Parts II and III
|
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
Part I.
|
|
|
|
Item 1. Business
|
|
|
|
Maryland Regulatory Matters
|
|
West Virginia Regulatory Matters
|
|
FirstEnergy Web Site
and Other Social Media Sites and Applications
|
|
|
|
|
|
|
|
|
|
|
|
Item 4.
Mine Safety Disclosures
|
|
|
|
|
|
|
|
|
|
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
|
|
GLOSSARY OF TERMS,
Continued
|
|
Anker WV
|
Anker West Virginia Mining Company, Inc.
|
Anker Coal
|
Anker Coal Group, Inc.
|
AOCI
|
Accumulated Other Comprehensive Income
|
Apple®
|
Apple®, iPad® and iPhone® are registered trademarks of Apple Inc.
|
ARO
|
Asset Retirement Obligation
|
ARR
|
Auction Revenue Right
|
ASLB
|
Atomic Safety and Licensing Board
|
BGS
|
Basic Generation Service
|
BRA
|
PJM RPM Base Residual Auction
|
CAA
|
Clean Air Act
|
CAIR
|
Clean Air Interstate Rule
|
CBA
|
Collective Bargaining Agreement
|
CCR
|
Coal Combustion Residuals
|
CDWR
|
California Department of Water Resources
|
CERCLA
|
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
|
CFR
|
Code of Federal Regulations
|
CFTC
|
Commodity Futures Trading Commission
|
CO
2
|
Carbon Dioxide
|
CONE
|
Cost-of-New-Entry
|
CSA
|
Coal Sales Agreement
|
CSAPR
|
Cross-State Air Pollution Rule
|
CTA
|
Consolidated Tax Adjustments
|
CWA
|
Clean Water Act
|
DCPD
|
Deferred Compensation Plan for Outside Directors
|
DCR
|
Delivery Capital Recovery
|
DOE
|
United States Department of Energy
|
DR
|
Demand Response
|
DSP
|
Default Service Plan
|
EDC
|
Electric Distribution Company
|
EDCP
|
Executive Deferred Compensation Plan
|
EE&C
|
Energy Efficiency and Conservation
|
EGS
|
Electric Generation Supplier
|
ELPC
|
Environmental Law & Policy Center
|
EMAAC
|
Eastern Mid-Atlantic Area Council of PJM
|
ENEC
|
Expanded Net Energy Cost
|
EPA
|
United States Environmental Protection Agency
|
EPRI
|
Electric Power Research Institute
|
ERO
|
Electric Reliability Organization
|
ESOP
|
Employee Stock Ownership Plan
|
ESP
|
Electric Security Plan
|
Facebook®
|
Facebook is a registered trademark of Facebook, Inc.
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
Fitch
|
Fitch Ratings
|
FMB
|
First Mortgage Bond
|
FPA
|
Federal Power Act
|
FTR
|
Financial Transmission Right
|
GAAP
|
Accounting Principles Generally Accepted in the United States of America
|
GHG
|
Greenhouse Gases
|
GWH
|
Gigawatt-hour
|
HCL
|
Hydrochloric Acid
|
GLOSSARY OF TERMS,
Continued
|
|
IBEW
|
International Brotherhood of Electrical Workers
|
ICE
|
IntercontinentalExchange, Inc.
|
ICG
|
International Coal Group Inc.
|
ICP
|
Amended and Restated 2007 Incentive Plan
|
IRS
|
Internal Revenue Service
|
ISO
|
Independent System Operator
|
kV
|
Kilovolt
|
KWH
|
Kilowatt-hour
|
LBR
|
Little Blue Run
|
LCAPP
|
Long-Term Capacity Agreement Pilot Program
|
LMP
|
Locational Marginal Price
|
LOC
|
Letter of Credit
|
LSE
|
Load Serving Entity
|
MAAC
|
Mid-Atlantic Area Council of PJM
|
MATS
|
Mercury and Air Toxics Standards
|
MDPSC
|
Maryland Public Service Commission
|
MISO
|
Midcontinent Independent System Operator, Inc.
|
MISO LTTR
|
MISO Long Term Financial Transmission Right
|
mmBTU
|
One Million British Thermal Units
|
Moody’s
|
Moody’s Investors Service, Inc.
|
MVP
|
Multi-Value Project
|
MW
|
Megawatt
|
MWD
|
Megawatt-day
|
MWH
|
Megawatt-hour
|
NDT
|
Nuclear Decommissioning Trust
|
NEIL
|
Nuclear Electric Insurance Limited
|
NERC
|
North American Electric Reliability Corporation
|
Ninth Circuit
|
United States Court of Appeals for the Ninth Circuit
|
NJBPU
|
New Jersey Board of Public Utilities
|
NMB
|
Non-Market Based
|
NOL
|
Net Operating Loss
|
NOV
|
Notice of Violation
|
NOx
|
Nitrogen Oxide
|
NPDES
|
National Pollutant Discharge Elimination System
|
NRC
|
Nuclear Regulatory Commission
|
NRG
|
NRG Energy, Inc.
|
NSR
|
New Source Review
|
NUG
|
Non-Utility Generation
|
NYISO
|
New York Independent System Operator
|
NYPSC
|
New York State Public Service Commission
|
OCC
|
Ohio Consumers' Counsel
|
OEPA
|
Ohio Environmental Protection Agency
|
OPEB
|
Other Post-Employment Benefits
|
OPEIU
|
Office and Professional Employees International Union
|
OTC
|
Over The Counter
|
OTTI
|
Other Than Temporary Impairments
|
OVEC
|
Ohio Valley Electric Corporation
|
PA DEP
|
Pennsylvania Department of Environmental Protection
|
PCB
|
Polychlorinated Biphenyl
|
PCRB
|
Pollution Control Revenue Bond
|
PJM
|
PJM Interconnection L.L.C.
|
GLOSSARY OF TERMS,
Continued
|
|
PJM Region
|
The aggregate of the zones within PJM
|
PJM Tariff
|
PJM Open Access Transmission Tariff
|
PM
|
Particulate Matter
|
POLR
|
Provider of Last Resort
|
PPUC
|
Pennsylvania Public Utility Commission
|
PSA
|
Power Supply Agreement
|
PSD
|
Prevention of Significant Deterioration
|
PTC
|
Price-to-Compare
|
PUCO
|
Public Utilities Commission of Ohio
|
PURPA
|
Public Utility Regulatory Policies Act of 1978
|
R&D
|
Research and Development
|
RCRA
|
Resource Conservation and Recovery Act
|
REC
|
Renewable Energy Credit
|
REIT
|
Real Estate Investment Trust
|
RFC
|
Reliability
First
Corporation
|
RFP
|
Request for Proposal
|
RGGI
|
Regional Greenhouse Gas Initiative
|
RMR
|
Reliability Must-Run
|
ROE
|
Return on Equity
|
RPM
|
Reliability Pricing Model
|
RTEP
|
Regional Transmission Expansion Plan
|
RTO
|
Regional Transmission Organization
|
S&P
|
Standard & Poor’s Ratings Service
|
SAIDI
|
System Average Interruption Duration Index
|
SAIFI
|
System Average Interruption Frequency Index
|
SB221
|
Amended Substitute Senate Bill No. 221
|
SB310
|
Substitute Senate Bill No. 310
|
SBC
|
Societal Benefits Charge
|
SEC
|
United States Securities and Exchange Commission
|
SERTP
|
Southeastern Regional Transmission Planning
|
Seventh Circuit
|
United States Court of Appeals for the Seventh Circuit
|
SF
6
|
Sulfur Hexafluoride
|
SIP
|
State Implementation Plan(s) Under the Clean Air Act
|
SO
2
|
Sulfur Dioxide
|
SOS
|
Standard Offer Service
|
SPE
|
Special Purpose Entity
|
SREC
|
Solar Renewable Energy Credit
|
SSO
|
Standard Service Offer
|
TDS
|
Total Dissolved Solid
|
TMI-2
|
Three Mile Island Unit 2
|
TSC
|
Transmission Service Charge
|
Twitter®
|
Twitter is a registered trademark of Twitter, Inc.
|
U.S. Court of Appeals for the D.C. Circuit
|
United States Court of Appeals for the District of Columbia Circuit
|
UWUA
|
Utility Workers Union of America
|
VIE
|
Variable Interest Entity
|
VRR
|
Variable Resource Requirement
|
VSCC
|
Virginia State Corporation Commission
|
WVDEP
|
West Virginia Department of Environmental Protection
|
WVPSC
|
Public Service Commission of West Virginia
|
ITEM 1.
|
BUSINESS
|
•
|
Continuing the current base distribution rate freeze through May 31, 2016;
|
•
|
Continues collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
|
•
|
Continuing to provide economic development and assistance to low-income customers for the
two
-year plan period at levels established in the prior ESP;
|
•
|
A
6%
generation rate discount to certain low income customers provided by the Ohio Companies through a bilateral wholesale contract with FES (FES is one of the wholesale suppliers to the Ohio Companies);
|
•
|
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
|
•
|
Continuing Rider DCR that allows continued investment in the distribution system for the benefit of customers;
|
•
|
Continuing commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of costs avoided by customers for certain types of products totals $360 million, subject to the outcome of certain FERC proceedings;
|
•
|
Securing generation supply for a longer period of time by conducting an auction for a
three
-year period rather than a
one
-year period, in each of October 2012 and January 2013, to mitigate any potential price spikes for the Ohio Companies' utility customers who do not switch to a competitive generation supplier; and
|
•
|
Extending the recovery period for costs associated with purchasing RECs mandated by SB221, Ohio's renewable energy and energy efficiency standard, through the end of the new ESP 3 period. This is expected to initially reduce the monthly renewable energy charge for all non-shopping utility customers of the Ohio Companies by spreading out the costs over the entire ESP period.
|
•
|
Continuing a base distribution rate freeze through May 31, 2019;
|
•
|
Continuing collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
|
•
|
Providing economic development and assistance to low-income customers for the three-year plan period;
|
•
|
An Economic Stability Program providing for a retail rate stability rider to flow through charges or credits representing the net result of the costs paid to FES through a proposed 15-year purchase power agreement for the output of Sammis, Davis-Besse and FES’ share of OVEC against the revenues received from selling the output into the PJM markets over the same period;
|
•
|
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
|
•
|
Continuing Rider DCR with increased revenue caps of approximately $30 million per year that allows continued investment supporting the distribution system for the benefit of customers;
|
•
|
A commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of such costs avoided by customers for certain types of products totals $360 million, including appropriately such costs from MISO along with such costs from PJM, subject to the outcome of certain FERC proceedings; and
|
•
|
General updates to electric service regulations and tariffs to reflect regulatory orders, administrative rule changes, and current practices.
|
|
2014 Actual
(1)
|
|
2014 Pension/OPEB Mark-to-Market Capital Costs
|
|
2014 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs
|
|
Capital
Expenditures
Forecast 2015
(2)(3)
|
||||||||
|
(In millions)
|
||||||||||||||
OE
|
$
|
212
|
|
|
$
|
69
|
|
|
$
|
143
|
|
|
$
|
171
|
|
Penn
|
54
|
|
|
16
|
|
|
38
|
|
|
43
|
|
||||
CEI
|
126
|
|
|
22
|
|
|
104
|
|
|
115
|
|
||||
TE
|
55
|
|
|
18
|
|
|
37
|
|
|
44
|
|
||||
JCP&L
|
306
|
|
|
84
|
|
|
222
|
|
|
267
|
|
||||
ME
|
158
|
|
|
39
|
|
|
119
|
|
|
104
|
|
||||
PN
|
182
|
|
|
42
|
|
|
140
|
|
|
153
|
|
||||
MP
|
277
|
|
|
24
|
|
|
253
|
|
|
273
|
|
||||
PE
|
141
|
|
|
16
|
|
|
125
|
|
|
106
|
|
||||
WP
|
168
|
|
|
33
|
|
|
135
|
|
|
143
|
|
||||
ATSI
|
933
|
|
|
—
|
|
|
933
|
|
|
560
|
|
||||
TrAIL
|
242
|
|
|
—
|
|
|
242
|
|
|
249
|
|
||||
FES
|
673
|
|
|
14
|
|
|
659
|
|
|
508
|
|
||||
AE Supply
|
62
|
|
|
—
|
|
|
62
|
|
|
94
|
|
||||
Other subsidiaries
|
96
|
|
|
10
|
|
|
86
|
|
|
112
|
|
||||
Total
|
$
|
3,685
|
|
|
$
|
387
|
|
|
$
|
3,298
|
|
|
$
|
2,942
|
|
|
2015
|
|
2016-2019
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
FirstEnergy
|
$
|
769
|
|
|
$
|
6,835
|
|
|
$
|
7,604
|
|
FES
|
$
|
501
|
|
|
$
|
1,402
|
|
|
$
|
1,903
|
|
(1)
|
PNBV purchased a portion of the lease obligation bonds associated with certain sale and leaseback transactions. These arrangements effectively reduce lease costs related to those transactions.
|
Station
|
|
In-Service Date
|
|
Current License Expiration
|
Beaver Valley Unit 1
|
|
1976
|
|
2036
|
Beaver Valley Unit 2
|
|
1987
|
|
2047
|
Perry
|
|
1986
|
|
2026
|
Davis-Besse
|
|
1977
|
|
2017
|
•
|
OE—
5,294
MW on
September 5, 2014
;
|
•
|
Penn—
854
MW on
September 5, 2014
;
|
•
|
CEI—
4,117
MW on
September 5, 2014
;
|
•
|
TE—
2,097
MW on
September 5, 2014
;
|
•
|
JCP&L—
5,624
MW on
July 2, 2014
;
|
•
|
ME—
2,705
MW on
July 2, 2014
;
|
•
|
PN—
2,699
MW on
July 2, 2014
;
|
•
|
MP—
1,916
MW on
January 7, 2014
;
|
•
|
PE—
3,357
MW on
January 7, 2014
; and
|
•
|
WP—
4,075
MW on
January 7, 2014
.
|
Executive Officers as of February 17, 2015
|
||||||
Name
|
|
Age
|
|
Positions Held During Past Five Years
|
|
Dates
|
A. J. Alexander
|
|
63
|
|
Executive Chairman of the Board (A)
|
|
2015-present
|
|
|
|
|
Chief Executive Officer (F)
|
|
*-2015
|
|
|
|
|
President and Chief Executive Officer (A)(B)
|
|
*-2014
|
|
|
|
|
|
|
|
L. M. Cavalier
|
|
63
|
|
Senior Vice President, Human Resources (B)
|
|
*-present
|
|
|
|
|
|
|
|
M. J. Dowling
|
|
50
|
|
Senior Vice President, External Affairs (B)
|
|
2011-present
|
|
|
|
|
Vice President, External Affairs (B)
|
|
2010-2011
|
|
|
|
|
Vice President, Communications (B)
|
|
* - 2010
|
|
|
|
|
|
|
|
B. L. Gaines
|
|
61
|
|
Senior Vice President, Corporate Services and Chief Information Officer (B)
|
|
2012-present
|
|
|
|
|
Vice President, Corporate Services and Chief Information Officer (B)
|
|
2011-2012
|
|
|
|
|
Vice President, Shared Services, Administration and Chief Information Officer (B)
|
|
*-2011
|
|
|
|
|
|
|
|
C. E. Jones
|
|
59
|
|
President and Chief Executive Officer (A)(B)
|
|
2015-present
|
|
|
|
|
Chief Executive Officer (F)
|
|
2015-present
|
|
|
|
|
Executive Vice President & President, FirstEnergy Utilities (A)(B)
|
|
2014
|
|
|
|
|
Senior Vice President & President, FirstEnergy Utilities (B)
|
|
2010-2013
|
|
|
|
|
President (H)(I)
|
|
2011-2015
|
|
|
|
|
President (C)(D)(L)
|
|
2010-2015
|
|
|
|
|
Senior Vice President & President, FirstEnergy Utilities (A)
|
|
2010-2011
|
|
|
|
|
Senior Vice President, Energy Delivery & Customer Service (B)
|
|
*-2010
|
|
|
|
|
Senior Vice President (C)(D)
|
|
*-2010
|
|
|
|
|
|
|
|
J. H. Lash
|
|
64
|
|
President, FE Generation (B)
|
|
2011-present
|
|
|
|
|
President (G)(J)
|
|
2011-present
|
|
|
|
|
Chief Nuclear Officer (F)
|
|
2011-2012
|
|
|
|
|
President and Chief Nuclear Officer (F)
|
|
2010-2011
|
|
|
|
|
President, FirstEnergy Nuclear Operating Company (B)
|
|
2010-2011
|
|
|
|
|
Senior Vice President and Chief Operating Officer (F)
|
|
*-2010
|
|
|
|
|
|
|
|
J. F. Pearson
|
|
60
|
|
Senior Vice President and Chief Financial Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2013-present
|
|
|
|
|
Senior Vice President and Treasurer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2012
|
|
|
|
|
Vice President and Treasurer (A)(B)(C)(D)(E)(F)(J)(L)
|
|
*-2012
|
|
|
|
|
Vice President and Treasurer (G)(H)(I)
|
|
2011-2012
|
|
|
|
|
|
|
|
D. R. Schneider
|
|
53
|
|
President (E)
|
|
*-present
|
|
|
|
|
|
|
|
S. E. Strah
|
|
51
|
|
Senior Vice President & President, FirstEnergy Utilities (B)
|
|
2015-present
|
|
|
|
|
President (C)(D)(H)(I)(L)
|
|
2015-present
|
|
|
|
|
Vice President, Distribution Support (B)
|
|
2011-2015
|
|
|
|
|
Regional President (K)
|
|
*-2011
|
|
|
|
|
|
|
|
K. J. Taylor
|
|
41
|
|
Vice President, Controller and Chief Accounting Officer (A)(B)
|
|
2013-present
|
|
|
|
|
Vice President and Controller (C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2013-present
|
|
|
|
|
Vice President and Assistant Controller (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2012-2013
|
|
|
|
|
Assistant Controller (A)(B)(C)(D)(L)
|
|
2010-2012
|
|
|
|
|
Assistant Controller (H)(I)
|
|
2011-2012
|
|
|
|
|
Assistant Controller (E)(F)(G)(J)
|
|
2012
|
|
|
|
|
Manager, Financial Reporting & Technical Accounting (B)
|
|
*-2010
|
|
|
|
|
|
|
|
L. L. Vespoli
|
|
55
|
|
Executive Vice President, Markets & Chief Legal Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2014-present
|
|
|
|
|
Executive Vice President and General Counsel (A)(B)(C)(D)(E)(F)(J)(L)
|
|
*-2013
|
|
|
|
|
Executive Vice President and General Counsel (G)(H)(I)
|
|
2011-2013
|
|
|
|
|
|
|
|
* Indicates position held at least since January 1, 2010
|
(E) Denotes executive officer of FES
|
(J) Denotes executive officer of FG
|
(A) Denotes executive officer of FE
|
(F) Denotes executive officer of FENOC
|
(K) Denotes executive officer of OE
|
(B) Denotes executive officer of FESC
|
(G) Denotes executive officer of AGC
|
(L) Denotes executive officer of ATSI
|
(C) Denotes executive officer of OE, CEI and TE
|
(H) Denotes executive officer of MP, PE and WP
|
|
(D) Denotes executive officer of ME, PN and Penn
|
(I) Denotes executive officer of TrAIL and FET
|
|
|
Total
Employees
|
|
Bargaining
Unit
Employees
|
||
FESC
(1)
|
3,979
|
|
|
590
|
|
OE
|
1,095
|
|
|
722
|
|
CEI
|
858
|
|
|
573
|
|
TE
|
333
|
|
|
238
|
|
Penn
|
191
|
|
|
144
|
|
JCP&L
|
1,348
|
|
|
1,047
|
|
ME
|
644
|
|
|
489
|
|
PN
|
753
|
|
|
503
|
|
FES
|
143
|
|
|
—
|
|
FG
|
1,935
|
|
|
1,169
|
|
FENOC
|
2,638
|
|
|
1,103
|
|
MP
|
520
|
|
|
334
|
|
PE
|
449
|
|
|
271
|
|
WP
|
671
|
|
|
429
|
|
Total
|
15,557
|
|
|
7,612
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the potential harmful effects on the environment and human health, including loss of life, resulting from unplanned radiological releases associated with the operation of our nuclear facilities and the storage, handling and disposal of radioactive materials;
|
•
|
limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with our nuclear operations, including any incidents of unplanned radiological release, or those of others in the United States;
|
•
|
uncertainties with respect to contingencies and assessments if insurance coverage is inadequate; and
|
•
|
uncertainties with respect to the technological and financial aspects of spent fuel storage and decommissioning nuclear plants, including but not limited to, waste disposal at the end of their licensed operation and increases in minimum funding requirements or costs of decommissioning.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
|
|
|
|
Competitive
|
|
|
|||||||
Plant (Location)
|
|
Unit
|
|
Total
|
|
FES
|
|
AE Supply
|
|
Regulated
|
|||||
|
|
|
|
Net Demonstrated Capacity (MW)
|
|||||||||||
Super-critical Coal-fired:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bruce Mansfield (Shippingport, PA)
|
|
1
|
|
|
830
|
|
(1)
|
830
|
|
|
—
|
|
|
—
|
|
Bruce Mansfield (Shippingport, PA)
|
|
2
|
|
|
830
|
|
|
830
|
|
|
—
|
|
|
—
|
|
Bruce Mansfield (Shippingport, PA)
|
|
3
|
|
|
830
|
|
|
830
|
|
|
—
|
|
|
—
|
|
Harrison (Haywood, WV)
|
|
1-3
|
|
|
1,984
|
|
|
—
|
|
|
—
|
|
|
1,984
|
|
Pleasants (Willow Island, WV)
|
|
1-2
|
|
|
1,300
|
|
|
—
|
|
|
1,300
|
|
|
—
|
|
W. H. Sammis (Stratton, OH)
|
|
6-7
|
|
|
1,200
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
Fort Martin (Maidsville, WV)
|
|
1-2
|
|
|
1,098
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|
|
|
|
8,072
|
|
|
3,690
|
|
|
1,300
|
|
|
3,082
|
|
|
Sub-critical and Other Coal-fired:
|
|
|
|
|
|
|
|
|
|
|
|||||
W. H. Sammis (Stratton, OH)
|
|
1-5
|
|
|
1,020
|
|
|
1,020
|
|
|
—
|
|
|
—
|
|
Eastlake (Eastlake, OH)
|
|
1-3
|
|
|
396
|
|
(2)
|
396
|
|
|
—
|
|
|
—
|
|
Bay Shore (Toledo, OH)
|
|
1
|
|
|
136
|
|
|
136
|
|
|
—
|
|
|
—
|
|
Lakeshore (Cleveland, OH)
|
|
18
|
|
|
245
|
|
(2)
|
245
|
|
|
—
|
|
|
—
|
|
Ashtabula (Ashtabula, OH)
|
|
5
|
|
|
244
|
|
(2)
|
244
|
|
|
—
|
|
|
—
|
|
OVEC (Cheshire, OH) (Madison, IN)
|
|
1-11
|
|
|
188
|
|
(3)
|
110
|
|
|
67
|
|
|
11
|
|
|
|
|
|
|
2,229
|
|
|
2,151
|
|
|
67
|
|
|
11
|
|
Nuclear:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beaver Valley (Shippingport, PA)
|
|
1
|
|
|
939
|
|
|
939
|
|
|
—
|
|
|
—
|
|
Beaver Valley (Shippingport, PA)
|
|
2
|
|
|
933
|
|
(4)
|
933
|
|
|
—
|
|
|
—
|
|
Davis-Besse (Oak Harbor, OH)
|
|
1
|
|
|
908
|
|
|
908
|
|
|
—
|
|
|
—
|
|
Perry (N. Perry Village, OH)
|
|
1
|
|
|
1,268
|
|
(5)
|
1,268
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
4,048
|
|
|
4,048
|
|
|
—
|
|
|
—
|
|
Gas/Oil-fired:
|
|
|
|
|
|
|
|
|
|
|
|
||||
AE Nos. 1, 2, 3, 4 & 5 (Springdale, PA)
|
|
1-5
|
|
|
638
|
|
|
—
|
|
|
638
|
|
|
—
|
|
West Lorain (Lorain, OH)
|
|
1-6
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
—
|
|
AE Nos. 12 & 13 (Chambersburg, PA)
|
|
12-13
|
|
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
AE Nos. 8 & 9 (Gans, PA)
|
|
8-9
|
|
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
Hunlock CT (Hunlock Creek, PA)
|
|
1
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
Buchanan (Oakwood, VA)
|
|
1-2
|
|
|
43
|
|
(6)
|
—
|
|
|
43
|
|
|
—
|
|
Other
|
|
|
|
156
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
1,603
|
|
|
701
|
|
|
902
|
|
|
—
|
|
|
Pumped-storage Hydro:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bath County (Warm Springs, VA)
|
|
1-6
|
|
|
1,200
|
|
(7)
|
—
|
|
|
713
|
|
|
487
|
|
Yard’s Creek (Blairstown Twp., NJ)
|
|
1-3
|
|
|
210
|
|
(8)
|
—
|
|
|
—
|
|
|
210
|
|
|
|
|
|
1,410
|
|
|
—
|
|
|
713
|
|
|
697
|
|
|
Wind and Solar Power
|
|
|
|
|
496
|
|
(9)
|
496
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
17,858
|
|
|
11,086
|
|
|
2,982
|
|
|
3,790
|
|
(1)
|
Includes FE's leasehold interest of
93.83%
(
779
MW) from non-affiliates.
|
(2)
|
Scheduled to be deactivated in 2015.
|
(3)
|
Represents FG's
4.85%
, AE Supply's
3.01%
and MP's
0.49%
entitlement based on their participation in OVEC.
|
(4)
|
Includes OE’s leasehold interest of
2.60%
(
24
MW) from non-affiliates.
|
(5)
|
Includes OE’s leasehold interest of
3.75%
(
48
MW) from non-affiliates.
|
(6)
|
Represents Buchanan Energy's 50% interest. Buchanan Energy is a subsidiary of AE Supply. CNX Gas Corporation and Buchanan Energy have equal ownership interests in Buchanan Generation, LLC. AE Supply operates and dispatches
100%
of Buchanan Generation, LLC's
86
MWs.
|
(7)
|
Represents AGC's 40% interest in Bath County, a pumped-storage hydroelectric station. The station is operated by 60% owner Virginia Electric and Power Company. AGC is 59% owned by AE Supply and 41% owned by MP.
|
(8)
|
Represents JCP&L’s
50%
ownership interest.
|
(9)
|
Includes
167
MW from leased facilities and
329
MW under power purchase agreements.
|
|
Distribution
Lines
(1)
|
|
Transmission
Lines
(1)
|
|
Substation
Transformer
Capacity
(2)
|
|||
|
|
|
kV Amperes
|
|||||
OE
|
61,084
|
|
|
468
|
|
|
7,664,462
|
|
Penn
|
13,507
|
|
|
—
|
|
|
1,090,120
|
|
CEI
|
33,312
|
|
|
—
|
|
|
10,339,429
|
|
TE
|
18,980
|
|
|
77
|
|
|
2,973,973
|
|
JCP&L
|
23,150
|
|
|
2,579
|
|
|
22,234,086
|
|
ME
|
18,820
|
|
|
1,403
|
|
|
11,527,235
|
|
PN
|
27,382
|
|
|
2,870
|
|
|
16,372,087
|
|
ATSI
(4)
|
—
|
|
|
7,500
|
|
|
28,862,400
|
|
WP
|
21,938
|
|
|
2,598
|
|
|
14,866,132
|
|
MP
|
25,464
|
|
|
2,113
|
|
|
15,372,834
|
|
PE
|
24,243
|
|
|
4,314
|
|
|
19,130,266
|
|
TrAIL
(3)
|
—
|
|
|
214
|
|
|
4,202,000
|
|
Total
|
267,880
|
|
|
24,136
|
|
|
154,635,024
|
|
(1)
|
Circuit Miles
|
(2)
|
Top rating of in-service power transformers only. Excludes grounding banks, station power transformers, and generator and customer-owned transformers.
|
(3)
|
Represents transmission line assets of
138
kV and greater located in the service territories of MP, PE and WP.
|
(4)
|
Represents transmission line assets of
69
kV and greater located in the service territories of OE, Penn, CEI and TE.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Period
|
|||||||||||||
|
October
|
|
November
|
|
December
|
|
Fourth Quarter
|
|||||||
Total Number of Shares Purchased
(1)
|
2,592
|
|
|
—
|
|
|
33,301
|
|
|
35,893
|
|
|||
Average Price Paid per Share
|
$
|
33.51
|
|
|
—
|
|
|
$
|
39.71
|
|
|
$
|
39.26
|
|
(1)
|
Share amounts reflect shares associated with Restricted Stock awards vesting during the quarter which were sold to cover tax obligations.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
For the Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Revenues
|
|
$
|
15,049
|
|
|
$
|
14,892
|
|
|
$
|
15,255
|
|
|
$
|
16,087
|
|
|
$
|
13,299
|
|
Income From Continuing Operations
|
|
$
|
213
|
|
|
$
|
375
|
|
|
$
|
755
|
|
|
$
|
856
|
|
|
$
|
696
|
|
Earnings Available to FirstEnergy Corp.
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
770
|
|
|
$
|
885
|
|
|
$
|
742
|
|
Earnings per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic - Continuing Operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.81
|
|
|
$
|
2.19
|
|
|
$
|
2.37
|
|
Basic - Discontinued Operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|
0.03
|
|
|
0.07
|
|
|||||
Basic - Earnings Available to FirstEnergy Corp.
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.85
|
|
|
$
|
2.22
|
|
|
$
|
2.44
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted - Continuing Operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.80
|
|
|
$
|
2.18
|
|
|
$
|
2.35
|
|
Diluted - Discontinued Operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|
0.03
|
|
|
0.07
|
|
|||||
Diluted - Earnings Available to FirstEnergy Corp.
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.84
|
|
|
$
|
2.21
|
|
|
$
|
2.42
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
420
|
|
|
418
|
|
|
418
|
|
|
399
|
|
|
304
|
|
|||||
Diluted
|
|
421
|
|
|
419
|
|
|
419
|
|
|
401
|
|
|
305
|
|
|||||
Dividends Declared per Share of Common Stock
|
|
$
|
1.44
|
|
|
$
|
1.65
|
|
|
$
|
2.20
|
|
|
$
|
2.20
|
|
|
$
|
2.20
|
|
Total Assets
|
|
$
|
52,166
|
|
|
$
|
50,424
|
|
|
$
|
50,494
|
|
|
$
|
47,410
|
|
|
$
|
35,611
|
|
Capitalization as of December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Equity
|
|
$
|
12,422
|
|
|
$
|
12,695
|
|
|
$
|
13,093
|
|
|
$
|
13,299
|
|
|
$
|
8,952
|
|
Long-Term Debt and Other Long-Term Obligations
|
|
19,176
|
|
|
15,831
|
|
|
15,179
|
|
|
15,716
|
|
|
12,579
|
|
|||||
Total Capitalization
|
|
$
|
31,598
|
|
|
$
|
28,526
|
|
|
$
|
28,272
|
|
|
$
|
29,015
|
|
|
$
|
21,531
|
|
|
2014
|
|
2013
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
34.28
|
|
|
$
|
30.10
|
|
|
$
|
42.50
|
|
|
$
|
38.26
|
|
Second Quarter
|
$
|
35.59
|
|
|
$
|
31.17
|
|
|
$
|
46.77
|
|
|
$
|
35.72
|
|
Third Quarter
|
$
|
34.95
|
|
|
$
|
29.98
|
|
|
$
|
39.88
|
|
|
$
|
35.46
|
|
Fourth Quarter
|
$
|
40.84
|
|
|
$
|
33.04
|
|
|
$
|
38.92
|
|
|
$
|
31.29
|
|
Yearly
|
$
|
40.84
|
|
|
$
|
29.98
|
|
|
$
|
46.77
|
|
|
$
|
31.29
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF REGISTRANT AND SUBSIDIARIES
|
•
|
The speed and nature of increased competition in the electric utility industry, in general, and the retail sales market in particular.
|
•
|
The ability to experience growth in the Regulated Distribution and Regulated Transmission segments and to successfully implement our revised sales strategy for the CES segment.
|
•
|
The accomplishment of our regulatory and operational goals in connection with our transmission investment plan, pending transmission and distribution rate cases and the effectiveness of our repositioning strategy to reflect a more regulated business profile.
|
•
|
Changes in assumptions regarding economic conditions within our territories, assessment of the reliability of our transmission system, or the availability of capital or other resources supporting identified transmission investment opportunities.
|
•
|
The impact of the regulatory process on the pending matters at the federal level and in the various states in which we do business including, but not limited to, matters related to rates and pending rate cases, including the ESP IV in Ohio.
|
•
|
The impact of the federal regulatory process on FERC-regulated entities and transactions, in particular FERC regulation of wholesale energy and capacity markets, including PJM markets and FERC-jurisdictional wholesale transactions; FERC regulation of cost-of-service rates, including FERC Opinion No. 531’s revised ROE methodology for FERC-jurisdictional wholesale generation and transmission utility service; and FERC’s compliance and enforcement activity, including compliance and enforcement activity related to NERC’s mandatory reliability standards.
|
•
|
The uncertainties of various cost recovery and cost allocation issues resulting from ATSI's realignment into PJM.
|
•
|
Economic or weather conditions affecting future sales and margins such as a polar vortex or other significant weather events, and all associated regulatory events or actions.
|
•
|
Regulatory outcomes associated with storm restoration costs, including but not limited to, Hurricane Sandy, Hurricane Irene and the October snowstorm of 2011.
|
•
|
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil, and their availability and impact on retail margins.
|
•
|
The continued ability of our regulated utilities to recover their costs.
|
•
|
Costs being higher than anticipated and the success of our policies to control costs and to mitigate low energy, capacity and market prices.
|
•
|
Other legislative and regulatory changes, and revised environmental requirements, including, but not limited to, proposed GHG emission and water discharge regulations and the effects of the EPA's CCR regulations, CSAPR, MATS, including our estimated costs of compliance, and CWA 316(b) water intake regulation.
|
•
|
The uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including NSR litigation, or potential regulatory initiatives or rulemakings (including that such expenditures could result in our decision to deactivate or idle certain generating units).
|
•
|
The uncertainties associated with the deactivation of certain older regulated and competitive fossil units, including the impact on vendor commitments, and the timing thereof as they relate to the reliability of the transmission grid.
|
•
|
The impact of other future changes to the operational status or availability of our generating units.
|
•
|
Adverse regulatory or legal decisions and outcomes with respect to our nuclear operations (including, but not limited to the revocation or non-renewal of necessary licenses, approvals or operating permits by the NRC or as a result of the incident at Japan's Fukushima Daiichi Nuclear Plant).
|
•
|
Issues arising from the indications of cracking in the shield building at Davis-Besse.
|
•
|
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments.
|
•
|
The impact of labor disruptions by our unionized workforce.
|
•
|
Replacement power costs being higher than anticipated or not fully hedged.
|
•
|
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.
|
•
|
Changes in customers' demand for power, including, but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates.
|
•
|
The ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, the ability to continue to reduce costs and to successfully execute our financial plans designed to improve our credit metrics and strengthen our balance sheet through, among other actions, our previously-implemented dividend reduction and our other proposed capital raising initiatives.
|
•
|
Our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of fuel and fuel transportation on such margins.
|
•
|
Changing market conditions that could affect the measurement of certain liabilities and the value of assets held in our NDTs, pension trusts and other trust funds, and cause us and/or our subsidiaries to make additional contributions sooner, or in amounts that are larger than currently anticipated.
|
•
|
The impact of changes to material accounting policies.
|
•
|
The ability to access the public securities and other capital and credit markets in accordance with our announced financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and our subsidiaries.
|
•
|
Actions that may be taken by credit rating agencies that could negatively affect us and/or our subsidiaries' access to financing, increase the costs thereof, and increase requirements to post additional collateral to support outstanding commodity positions, LOCs and other financial guarantees.
|
•
|
Changes in national and regional economic conditions affecting us, our subsidiaries and/or our major industrial and commercial customers, and other counterparties with which we do business, including fuel suppliers.
|
•
|
The impact of any changes in tax laws or regulations or adverse tax audit results or rulings.
|
•
|
Issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business.
|
•
|
The risks associated with cyber-attacks on our electronic data centers that could compromise the information stored on our networks, including proprietary information and customer data.
|
•
|
The risks and other factors discussed from time to time in our SEC filings, and other similar factors.
|
•
|
A rate case application in West Virginia, filed in April 2014, and a settlement agreement approved by the WVPSC on February 3, 2015, that will result in recovery of $63 million annually for reliability investments, storm damage expenses, and investments in operating improvements and environmental compliance at MP's and PE's regulated, coal-fired power plants in the state.
|
•
|
Rate case applications in Pennsylvania filed in August 2014, with a current settlement agreement in place that, if approved by the PPUC, would result in an increase in current distribution revenues of approximately $293 million, annually, across ME, PN, Penn and WP.
|
•
|
The Ohio Companies' ESP IV,
Powering Ohio’s Progress,
filed in August 2014, with an expected decision in the second quarter of 2015 that would freeze base distribution rates for three years while ensuring continued availability of more than 3,200 MWs, if approved by the PUCO, of FirstEnergy’s critical baseload generating assets primarily located in the state and serving the long-term energy needs of Ohio customers.
|
•
|
ATSI’s October 2014 rate filing with FERC to request transmission rates using a "forward looking" approach, where transmission rates would be based on estimated costs for the current year with an annual true up. On December 31, 2014, FERC issued an order accepting ATSI's rate filing to become effective January 1, 2015, as requested, subject to refund and the outcome of hearing and settlement proceedings and FERC's inquiry into ATSI's ROE.
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.81
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.91
|
)
|
Discontinued operations
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|
0.16
|
|
|
—
|
|
|||||
Earnings per basic share
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.85
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.91
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.80
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.90
|
)
|
Discontinued operations
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|
0.16
|
|
|
—
|
|
|||||
Earnings per diluted share
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.84
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.90
|
)
|
•
|
Lower fuel expense of $216 million, primarily reflected the deactivation of power plants in 2013 and increased outages. Fuel expense at CES and Regulated Distribution was further impacted by the October 2013 Harrison/Pleasants asset transfer.
|
•
|
Purchased power increased $753 million, primarily reflecting higher CES purchases resulting from plant deactivations, increased outages and the asset transfer discussed above as well as higher unit pricing and capacity expense. The increase in unit pricing primarily resulted from the extreme weather events in the first quarter of 2014, which included the polar vortex. These weather events significantly increased the demand for electricity and natural gas throughout the PJM Region resulting in average prices for electricity nearly double the three-year average at $68 per MWH.
|
•
|
Other operating expenses increased $369 million primarily resulting from higher costs at Regulated Distribution associated with transmission expenses, which are deferred for future recovery with no material impact on earnings, increased vegetation management expenses in West Virginia, which are also deferred for future recovery, as well as higher operating and maintenance costs of $98 million associated with distribution maintenance activities, storm restoration costs and the Harrison/Pleasants asset transfer. Although CES other operating expenses were higher year over year, the increase was primarily attributable to higher transmission costs, which resulted from the extreme market conditions in the first quarter of 2014, and higher mark-to-market expenses on derivative contracts, partially offset by lower generation operating and maintenance costs primarily resulting from the deactivation of generating plants and the Harrison/Pleasants asset transfer.
|
•
|
Increased CES capacity revenue resulting from higher capacity rates as well as decreased transmission expenses resulting from lower retail sales volumes.
|
•
|
Increased Regulated Transmission revenues resulting from a higher rate base and a forward-looking rate structure at ATSI.
|
•
|
Increased Regulated Distribution revenues from projected sales of approximately 151 million MWHs in 2015 versus 149.5 million MWHs in 2014 and expected base rate increases considering outcomes in the Pennsylvania and New Jersey utilities assuming the final orders in the rate cases are consistent with settlement agreements or current expectations.
|
•
|
Increased regulatory asset amortization for storm costs incurred by JCP&L in 2011 and 2012.
|
•
|
Increased depreciation and property taxes as a result of a higher rate base for the Regulated Distribution and Regulated Transmission businesses.
|
•
|
Increased operation and maintenance expenses resulting from higher Regulated Distribution expenses and three planned nuclear outages in 2015 verses two in 2014.
|
•
|
Increased net financing costs related to certain 2014 financing activities including new debt issuances at the Regulated Distribution and Regulated Transmission businesses and the refinancing of pollution control bonds at CES.
|
•
|
Increased pension/OPEB expense primarily impacting the Regulated Distribution and CES segments due to lower amortization of prior service credits and updated actuarial assumptions as of December 31, 2014.
|
•
|
An effective corporate income tax rate of 37% to 38% in 2015.
|
|
|
|
|
Increase (Decrease)
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Net Income (Loss) By Business Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Regulated Distribution
|
|
$
|
465
|
|
|
$
|
501
|
|
|
$
|
540
|
|
|
$
|
(36
|
)
|
|
$
|
(39
|
)
|
Regulated Transmission
|
|
223
|
|
|
214
|
|
|
226
|
|
|
9
|
|
|
(12
|
)
|
|||||
Competitive Energy Services
|
|
(337
|
)
|
|
(220
|
)
|
|
215
|
|
|
(117
|
)
|
|
(435
|
)
|
|||||
Corporate/Other
(1)
|
|
(52
|
)
|
|
(103
|
)
|
|
(210
|
)
|
|
51
|
|
|
107
|
|
|||||
Net Income
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
771
|
|
|
$
|
(93
|
)
|
|
$
|
(379
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.81
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.91
|
)
|
Discontinued operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|
0.16
|
|
|
—
|
|
|||||
Earnings per basic share
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.85
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.91
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.80
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.90
|
)
|
Discontinued operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|
0.16
|
|
|
—
|
|
|||||
Earnings per diluted share
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.84
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.90
|
)
|
2014 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
8,898
|
|
|
$
|
769
|
|
|
$
|
5,281
|
|
|
$
|
(193
|
)
|
|
$
|
14,755
|
|
Other
|
|
204
|
|
|
—
|
|
|
189
|
|
|
(99
|
)
|
|
294
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
819
|
|
|
(819
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
9,102
|
|
|
769
|
|
|
6,289
|
|
|
(1,111
|
)
|
|
15,049
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
567
|
|
|
—
|
|
|
1,713
|
|
|
—
|
|
|
2,280
|
|
|||||
Purchased power
|
|
3,385
|
|
|
—
|
|
|
2,150
|
|
|
(819
|
)
|
|
4,716
|
|
|||||
Other operating expenses
|
|
2,081
|
|
|
139
|
|
|
2,075
|
|
|
(333
|
)
|
|
3,962
|
|
|||||
Pension and OPEB mark-to-market
|
|
506
|
|
|
2
|
|
|
327
|
|
|
—
|
|
|
835
|
|
|||||
Provision for depreciation
|
|
658
|
|
|
127
|
|
|
387
|
|
|
48
|
|
|
1,220
|
|
|||||
Amortization of regulatory assets, net
|
|
1
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
General taxes
|
|
693
|
|
|
70
|
|
|
171
|
|
|
28
|
|
|
962
|
|
|||||
Total Operating Expenses
|
|
7,891
|
|
|
349
|
|
|
6,823
|
|
|
(1,076
|
)
|
|
13,987
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
1,211
|
|
|
420
|
|
|
(534
|
)
|
|
(35
|
)
|
|
1,062
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss on debt redemptions
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Investment income
|
|
56
|
|
|
—
|
|
|
45
|
|
|
(29
|
)
|
|
72
|
|
|||||
Interest expense
|
|
(589
|
)
|
|
(131
|
)
|
|
(189
|
)
|
|
(164
|
)
|
|
(1,073
|
)
|
|||||
Capitalized financing costs
|
|
14
|
|
|
55
|
|
|
37
|
|
|
12
|
|
|
118
|
|
|||||
Total Other Expense
|
|
(519
|
)
|
|
(76
|
)
|
|
(115
|
)
|
|
(181
|
)
|
|
(891
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Taxes (Benefits)
|
|
692
|
|
|
344
|
|
|
(649
|
)
|
|
(216
|
)
|
|
171
|
|
|||||
Income taxes (benefits)
|
|
227
|
|
|
121
|
|
|
(226
|
)
|
|
(164
|
)
|
|
(42
|
)
|
|||||
Income (Loss) From Continuing Operations
|
|
465
|
|
|
223
|
|
|
(423
|
)
|
|
(52
|
)
|
|
213
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|||||
Net Income (Loss)
|
|
$
|
465
|
|
|
$
|
223
|
|
|
$
|
(337
|
)
|
|
$
|
(52
|
)
|
|
$
|
299
|
|
2013 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
8,499
|
|
|
$
|
731
|
|
|
$
|
5,542
|
|
|
$
|
(161
|
)
|
|
$
|
14,611
|
|
Other
|
|
221
|
|
|
—
|
|
|
186
|
|
|
(126
|
)
|
|
281
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
770
|
|
|
(770
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
8,720
|
|
|
731
|
|
|
6,498
|
|
|
(1,057
|
)
|
|
14,892
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
377
|
|
|
—
|
|
|
2,119
|
|
|
—
|
|
|
2,496
|
|
|||||
Purchased power
|
|
3,308
|
|
|
—
|
|
|
1,425
|
|
|
(770
|
)
|
|
3,963
|
|
|||||
Other operating expenses
|
|
1,773
|
|
|
131
|
|
|
2,007
|
|
|
(318
|
)
|
|
3,593
|
|
|||||
Pension and OPEB mark-to-market
|
|
(149
|
)
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
(256
|
)
|
|||||
Provision for depreciation
|
|
606
|
|
|
114
|
|
|
439
|
|
|
43
|
|
|
1,202
|
|
|||||
Amortization of regulatory assets, net
|
|
529
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
539
|
|
|||||
General taxes
|
|
697
|
|
|
54
|
|
|
202
|
|
|
25
|
|
|
978
|
|
|||||
Impairment of long-lived assets
|
|
322
|
|
|
—
|
|
|
473
|
|
|
—
|
|
|
795
|
|
|||||
Total Operating Expenses
|
|
7,463
|
|
|
309
|
|
|
6,558
|
|
|
(1,020
|
)
|
|
13,310
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
1,257
|
|
|
422
|
|
|
(60
|
)
|
|
(37
|
)
|
|
1,582
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain (Loss) on debt redemptions
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
17
|
|
|
(132
|
)
|
|||||
Investment income
|
|
57
|
|
|
—
|
|
|
11
|
|
|
(35
|
)
|
|
33
|
|
|||||
Interest expense
|
|
(543
|
)
|
|
(93
|
)
|
|
(222
|
)
|
|
(158
|
)
|
|
(1,016
|
)
|
|||||
Capitalized financing costs
|
|
31
|
|
|
14
|
|
|
42
|
|
|
16
|
|
|
103
|
|
|||||
Total Other Expense
|
|
(455
|
)
|
|
(79
|
)
|
|
(318
|
)
|
|
(160
|
)
|
|
(1,012
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Taxes (Benefits)
|
|
802
|
|
|
343
|
|
|
(378
|
)
|
|
(197
|
)
|
|
570
|
|
|||||
Income taxes (benefits)
|
|
301
|
|
|
129
|
|
|
(141
|
)
|
|
(94
|
)
|
|
195
|
|
|||||
Income (Loss) From Continuing Operations
|
|
501
|
|
|
214
|
|
|
(237
|
)
|
|
(103
|
)
|
|
375
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Net Income (Loss)
|
|
$
|
501
|
|
|
$
|
214
|
|
|
$
|
(220
|
)
|
|
$
|
(103
|
)
|
|
$
|
392
|
|
Changes Between 2014 and 2013 Financial Results
Increase (Decrease)
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
399
|
|
|
$
|
38
|
|
|
$
|
(261
|
)
|
|
$
|
(32
|
)
|
|
$
|
144
|
|
Other
|
|
(17
|
)
|
|
—
|
|
|
3
|
|
|
27
|
|
|
13
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
49
|
|
|
(49
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
382
|
|
|
38
|
|
|
(209
|
)
|
|
(54
|
)
|
|
157
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
190
|
|
|
—
|
|
|
(406
|
)
|
|
—
|
|
|
(216
|
)
|
|||||
Purchased power
|
|
77
|
|
|
—
|
|
|
725
|
|
|
(49
|
)
|
|
753
|
|
|||||
Other operating expenses
|
|
308
|
|
|
8
|
|
|
68
|
|
|
(15
|
)
|
|
369
|
|
|||||
Pension and OPEB mark-to-market
|
|
655
|
|
|
2
|
|
|
434
|
|
|
—
|
|
|
1,091
|
|
|||||
Provision for depreciation
|
|
52
|
|
|
13
|
|
|
(52
|
)
|
|
5
|
|
|
18
|
|
|||||
Amortization of regulatory assets, net
|
|
(528
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|||||
General taxes
|
|
(4
|
)
|
|
16
|
|
|
(31
|
)
|
|
3
|
|
|
(16
|
)
|
|||||
Impairment of long-lived assets
|
|
(322
|
)
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|
(795
|
)
|
|||||
Total Operating Expenses
|
|
428
|
|
|
40
|
|
|
265
|
|
|
(56
|
)
|
|
677
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
(46
|
)
|
|
(2
|
)
|
|
(474
|
)
|
|
2
|
|
|
(520
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss on debt redemptions
|
|
—
|
|
|
—
|
|
|
141
|
|
|
(17
|
)
|
|
124
|
|
|||||
Investment income
|
|
(1
|
)
|
|
—
|
|
|
34
|
|
|
6
|
|
|
39
|
|
|||||
Interest expense
|
|
(46
|
)
|
|
(38
|
)
|
|
33
|
|
|
(6
|
)
|
|
(57
|
)
|
|||||
Capitalized financing costs
|
|
(17
|
)
|
|
41
|
|
|
(5
|
)
|
|
(4
|
)
|
|
15
|
|
|||||
Total Other Expense
|
|
(64
|
)
|
|
3
|
|
|
203
|
|
|
(21
|
)
|
|
121
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Taxes (Benefits)
|
|
(110
|
)
|
|
1
|
|
|
(271
|
)
|
|
(19
|
)
|
|
(399
|
)
|
|||||
Income taxes (benefits)
|
|
(74
|
)
|
|
(8
|
)
|
|
(85
|
)
|
|
(70
|
)
|
|
(237
|
)
|
|||||
Income (Loss) From Continuing Operations
|
|
(36
|
)
|
|
9
|
|
|
(186
|
)
|
|
51
|
|
|
(162
|
)
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||
Net Income (Loss)
|
|
$
|
(36
|
)
|
|
$
|
9
|
|
|
$
|
(117
|
)
|
|
$
|
51
|
|
|
$
|
(93
|
)
|
|
|
For the Years Ended December 31,
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2014
|
|
2013
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Distribution services
|
|
$
|
3,694
|
|
|
$
|
3,762
|
|
|
$
|
(68
|
)
|
|
|
|
|
|
|
|
||||||
Generation sales:
|
|
|
|
|
|
|
||||||
Retail
|
|
4,043
|
|
|
3,959
|
|
|
84
|
|
|||
Wholesale
|
|
661
|
|
|
330
|
|
|
331
|
|
|||
Total generation sales
|
|
4,704
|
|
|
4,289
|
|
|
415
|
|
|||
|
|
|
|
|
|
|
||||||
Transmission
|
|
500
|
|
|
448
|
|
|
52
|
|
|||
Other
|
|
204
|
|
|
221
|
|
|
(17
|
)
|
|||
Total Revenues
|
|
$
|
9,102
|
|
|
$
|
8,720
|
|
|
$
|
382
|
|
|
|
For the Years Ended December 31,
|
|
|
|||||
Electric Distribution MWH Deliveries
|
|
2014
|
|
2013
|
|
Increase
|
|||
|
|
(In thousands)
|
|
|
|||||
Residential
|
|
54,766
|
|
|
54,479
|
|
|
0.5
|
%
|
Commercial
|
|
42,988
|
|
|
42,582
|
|
|
1.0
|
%
|
Industrial
|
|
51,213
|
|
|
50,243
|
|
|
1.9
|
%
|
Other
|
|
586
|
|
|
584
|
|
|
0.3
|
%
|
Total Electric Distribution MWH Deliveries
|
|
149,553
|
|
|
147,888
|
|
|
1.1
|
%
|
Source of Change in Generation Revenues
|
|
Increase
|
||
|
|
(In millions)
|
||
Retail:
|
|
|
|
|
Effect of increase in sales volumes
|
|
$
|
14
|
|
Change in prices
|
|
70
|
|
|
|
|
84
|
|
|
Wholesale:
|
|
|
||
Effect of increase in sales volumes
|
|
166
|
|
|
Change in prices
|
|
79
|
|
|
Capacity revenue
|
|
86
|
|
|
|
|
331
|
|
|
Increase in Generation Revenues
|
|
$
|
415
|
|
•
|
Fuel expense was $
190 million
higher in
2014
primarily related to increased generation as a result of the October 2013 Harrison/Pleasants asset transfer.
|
•
|
Purchased power costs were
$77 million
higher in
2014
primarily due to increased unit prices and capacity expense reflecting higher auction clearing prices, partially offset by a decrease in purchased volumes required.
|
Source of Change in Purchased Power
|
|
Increase(Decrease)
|
|||
|
|
(In millions)
|
|||
Purchases from non-affiliates:
|
|
|
|||
Change due to increased unit costs
|
|
$
|
127
|
|
|
Change due to decreased volumes
|
|
(134
|
)
|
||
|
|
(7
|
)
|
||
Purchases from affiliates:
|
|
|
|||
Change due to increased unit costs
|
|
39
|
|
||
Change due to increased volumes
|
|
2
|
|
||
|
|
41
|
|
||
Capacity expense
|
|
58
|
|
||
Increase in costs deferred
|
|
(15
|
)
|
||
Increase in Purchased Power Costs
|
|
$
|
77
|
|
•
|
Other operating expenses increased
$308 million
primarily due to:
|
•
|
Higher transmission expenses of $130 million primarily due to PJM transmission costs associated with higher congestion rates at MP as a result of market conditions related to extreme weather events in January 2014 and higher PJM transmission costs resulting from the October 2013 Harrison/Pleasants asset transfer. The differences between current transmission revenues and transmission costs incurred are deferred for future recovery, resulting in no material impact on current period earnings.
|
•
|
Higher distribution operating and maintenance expenses of $75 million resulting from higher maintenance activities and storm related restoration expenses, including $26 million of storm expenses deferred for future recovery.
|
•
|
Higher vegetation management expenses in West Virginia of $33 million, which were deferred for future recovery per authorization of the WVPSC.
|
•
|
Higher retirement benefit costs of $33 million primarily reflecting higher net periodic benefit costs before the pension and OPEB mark-to-market adjustments discussed below.
|
•
|
Increased regulated generation operating and maintenance expenses of $23 million, reflecting increased costs associated with the October 2013 Harrison/Pleasant asset transfer and a planned outage at Fort Martin.
|
•
|
Pension and OPEB mark-to-market adjustments increased
$655 million
, primarily reflecting a lower discount rate and revisions to mortality assumptions extending the expected life in key demographics used to measure related obligations in 2014.
|
•
|
Depreciation expense increased
$52 million
due to a higher asset base, including $22 million at MP associated with the October 2013 Harrison/Pleasants asset transfer.
|
•
|
Net regulatory asset amortization decreased
$528 million
primarily due to:
|
•
|
Impairment charges on regulatory assets of $305 million associated with the recovery of marginal transmission losses at ME and PN ($254 million) and the recovery of RECs for the Ohio Companies ($51 million) that occurred in 2013,
|
•
|
Decreased energy efficiency amortization reflecting a rate decrease associated with certain programs for the Pennsylvania Companies ($67 million),
|
•
|
Lower default generation service and NUG cost recovery in Pennsylvania ($48 million),
|
•
|
Increased deferral of West Virginia vegetation management expenses ($33 million) and customer refunds associated with the gain on the Pleasants plant resulting from the October 2013 Harrison/Pleasants asset transfer ($36 million), and
|
•
|
Higher storm cost deferrals ($26 million).
|
•
|
General taxes decreased
$4 million
primarily due to lower revenue-related taxes, partially offset by higher property taxes and an increase in the West Virginia business and occupation tax as a result of the October 2013 Harrison/Pleasants asset transfer.
|
•
|
The 2013 impairment of long-lived assets of $322 million reflects MP's charge to reduce the net book value of the Harrison plant to the amount permitted to be included in rate base as part of the October 2013 Harrison/Pleasants asset transfer.
|
|
|
For the Years Ended December 31,
|
|
Increase
|
||||||||
Revenues by Transmission Asset Owner
|
|
2014
|
|
2013
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
ATSI
|
|
$
|
242
|
|
|
$
|
209
|
|
|
$
|
33
|
|
TrAIL
|
|
214
|
|
|
207
|
|
|
7
|
|
|||
PATH
|
|
13
|
|
|
20
|
|
|
(7
|
)
|
|||
Utilities
|
|
300
|
|
|
295
|
|
|
5
|
|
|||
Total Revenues
|
|
$
|
769
|
|
|
$
|
731
|
|
|
$
|
38
|
|
|
|
For the Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||
Revenues by Type of Service
|
|
2014
|
|
2013
|
|
|||||||
|
|
(In millions)
|
||||||||||
Contract Sales:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
2,359
|
|
|
$
|
2,913
|
|
|
$
|
(554
|
)
|
Governmental Aggregation
|
|
1,184
|
|
|
1,185
|
|
|
(1
|
)
|
|||
Mass Market
|
|
452
|
|
|
448
|
|
|
4
|
|
|||
POLR
|
|
902
|
|
|
858
|
|
|
44
|
|
|||
Structured Sales
|
|
522
|
|
|
421
|
|
|
101
|
|
|||
Total Contract Sales
|
|
5,419
|
|
|
5,825
|
|
|
(406
|
)
|
|||
Wholesale
|
|
461
|
|
|
343
|
|
|
118
|
|
|||
Transmission
|
|
220
|
|
|
144
|
|
|
76
|
|
|||
Other
|
|
189
|
|
|
186
|
|
|
3
|
|
|||
Total Revenues
|
|
$
|
6,289
|
|
|
$
|
6,498
|
|
|
$
|
(209
|
)
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
Increase (Decrease)
|
|||||
MWH Sales by Channel
|
|
2014
|
|
2013
|
|
||||
|
|
(In thousands)
|
|
|
|||||
Contract Sales:
|
|
|
|
|
|
|
|||
Direct
|
|
44,012
|
|
|
56,145
|
|
|
(21.6
|
)%
|
Governmental Aggregation
|
|
19,569
|
|
|
20,859
|
|
|
(6.2
|
)%
|
Mass Market
|
|
6,773
|
|
|
6,761
|
|
|
0.2
|
%
|
POLR
|
|
15,708
|
|
|
15,758
|
|
|
(0.3
|
)%
|
Structured Sales
|
|
12,814
|
|
|
9,047
|
|
|
41.6
|
%
|
Total Contract Sales
|
|
98,876
|
|
|
108,570
|
|
|
(8.9
|
)%
|
Wholesale
|
|
680
|
|
|
1,250
|
|
|
(45.6
|
)%
|
Total MWH Sales
|
|
99,556
|
|
|
109,820
|
|
|
(9.3
|
)%
|
|
|
|
|
|
|
|
|
|
Source of Change in Revenues
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
MWH Sales Channel:
|
|
Sales Volumes
|
|
Prices
|
|
Gain on Settled Contracts
|
|
Capacity Revenue
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Direct
|
|
$
|
(629
|
)
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(554
|
)
|
Governmental Aggregation
|
|
(73
|
)
|
|
72
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Mass Market
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
POLR
|
|
(3
|
)
|
|
47
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Structured Sales
|
|
176
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
101
|
|
|||||
Wholesale
|
|
(17
|
)
|
|
—
|
|
|
(21
|
)
|
|
156
|
|
|
118
|
|
•
|
Fuel costs decreased
$406 million
primarily due to lower generation volumes resulting from the October 2013 Harrison/Pleasants asset transfer, the deactivation of certain power plants in 2013 and increased outages as compared to the same period of 2013. Higher unit prices, primarily driven by increased peaking generation, was partially offset by the suspension of the DOE nuclear disposal fee, which was effective May 2014. Additionally, fuel costs were impacted by an increase in settlement and termination costs related to coal and transportation contracts. Terminations and settlements associated with damages on coal and transportation contracts were approximately $166 million and $128 million in 2014 and 2013, respectively. Excluding the impact of termination and settlement costs, if any, which cannot be estimated, unit prices are expected to decrease in 2015 as a result of lower expected peaking generation and a full-year benefit of the suspended DOE spent nuclear fuel fee.
|
•
|
Purchased power costs increased
$725 million
due to higher volumes ($252 million), increased unit prices ($565 million) and higher capacity expenses ($311 million), partially offset by lower losses on financially settled contracts ($403 million). Higher purchased volumes were primarily due to lower available generation due to outages, the October 2013 Harrison/Pleasants asset transfer and the deactivation of certain power plants in 2013, partially offset by lower contract sales as described above. The increase in unit prices was primarily a result of market conditions related to extreme weather events in January 2014, partially offset by lower losses on financially settled contracts. The increase in capacity expense, which is a component of the segment 's retail price, was primarily the result of higher capacity rates associated with the segment's retail sales obligations. Due to the change in CES' selling efforts resulting in lower expected MWH sales, purchased power volumes are expected to decrease in future periods. However, while lower MWH sales in 2015 will reduce capacity expense, higher capacity prices will result in higher capacity expense in 2015.
|
•
|
Fossil operating costs decreased $73 million primarily due to lower contractor, labor and materials and equipment costs resulting from previously deactivated units and the October 2013 Harrison/Pleasants asset transfer. Fossil operating expenses are expected to decrease primarily as a result of the scheduled deactivation of certain units by April 2015.
|
•
|
Nuclear operating costs increased $6 million as a result of higher labor, contractor, materials and equipment costs. There were two refueling outages in each of 2014 and 2013, however, the duration of the outages in 2014 exceeded the prior year. Nuclear operating costs are expected to increase in 2015 as a result of three planned refueling outages.
|
•
|
Transmission expenses increased $80 million primarily due to higher operating reserve and market-based ancillary costs associated with market conditions related to extreme weather events in January 2014, of which a portion were passed through to commercial and industrial customers, as discussed above. Additionally, effective June 1, 2013, network expenses associated with POLR sales in Pennsylvania became the responsibility of suppliers. Transmission expenses are expected to continue to decrease as a result of the change in selling efforts discussed above.
|
•
|
General taxes decreased
$31 million
primarily due to lower gross receipts taxes resulting from reduced retail sales volumes, lower payroll taxes as a result of lower labor costs noted above, lower property taxes due to the October 2013 Harrison/Pleasants asset transfer, and reduced Ohio personal property taxes.
|
•
|
Impairments of long-lived assets decreased
$473 million
due to the impairment of two unregulated, coal-fired generating plants in the second quarter of 2013. The units were deactivated in October of 2013.
|
•
|
Depreciation expense decreased
$52 million
primarily due to a reduction in the asset base as a result of the plant deactivations and the October 2013 Harrison/Pleasants asset transfer noted above. Although depreciation expense decreased in 2014, it is expected to increase in future periods as a result of higher capital expenditures for projects such as MATS compliance and the Davis-Besse steam generator replacement completed in mid-2014.
|
•
|
Pension and OPEB mark-to-market adjustments increased
$434 million
primarily reflecting a lower discount rate and revisions to mortality assumptions extending the expected life in key demographics used to measure related obligations in 2014.
|
•
|
Other operating expenses increased $55 million primarily due to an increase in mark-to-market expenses on commodity contract positions, and an impairment of deferred advertising costs of $23 million associated with the elimination of future selling efforts in the Mass Market and certain Direct sales channels, partially offset by lower retail and marketing related costs. Retail and marketing related costs are expected to continue to decrease as a result of the change in selling efforts, as discussed above.
|
2013 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
8,499
|
|
|
$
|
731
|
|
|
$
|
5,542
|
|
|
$
|
(161
|
)
|
|
$
|
14,611
|
|
Other
|
|
221
|
|
|
—
|
|
|
186
|
|
|
(126
|
)
|
|
281
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
770
|
|
|
(770
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
8,720
|
|
|
731
|
|
|
6,498
|
|
|
(1,057
|
)
|
|
14,892
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
377
|
|
|
—
|
|
|
2,119
|
|
|
—
|
|
|
2,496
|
|
|||||
Purchased power
|
|
3,308
|
|
|
—
|
|
|
1,425
|
|
|
(770
|
)
|
|
3,963
|
|
|||||
Other operating expenses
|
|
1,773
|
|
|
131
|
|
|
2,007
|
|
|
(318
|
)
|
|
3,593
|
|
|||||
Pension and OPEB mark-to-market
|
|
(149
|
)
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
(256
|
)
|
|||||
Provision for depreciation
|
|
606
|
|
|
114
|
|
|
439
|
|
|
43
|
|
|
1,202
|
|
|||||
Amortization of regulatory assets, net
|
|
529
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
539
|
|
|||||
General taxes
|
|
697
|
|
|
54
|
|
|
202
|
|
|
25
|
|
|
978
|
|
|||||
Impairment of long-lived assets
|
|
322
|
|
|
—
|
|
|
473
|
|
|
—
|
|
|
795
|
|
|||||
Total Operating Expenses
|
|
7,463
|
|
|
309
|
|
|
6,558
|
|
|
(1,020
|
)
|
|
13,310
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (loss)
|
|
1,257
|
|
|
422
|
|
|
(60
|
)
|
|
(37
|
)
|
|
1,582
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain (Loss) on debt redemptions
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
17
|
|
|
(132
|
)
|
|||||
Investment income
|
|
57
|
|
|
—
|
|
|
11
|
|
|
(35
|
)
|
|
33
|
|
|||||
Interest expense
|
|
(543
|
)
|
|
(93
|
)
|
|
(222
|
)
|
|
(158
|
)
|
|
(1,016
|
)
|
|||||
Capitalized interest
|
|
31
|
|
|
14
|
|
|
42
|
|
|
16
|
|
|
103
|
|
|||||
Total Other Expense
|
|
(455
|
)
|
|
(79
|
)
|
|
(318
|
)
|
|
(160
|
)
|
|
(1,012
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Taxes (Benefits)
|
|
802
|
|
|
343
|
|
|
(378
|
)
|
|
(197
|
)
|
|
570
|
|
|||||
Income taxes (benefits)
|
|
301
|
|
|
129
|
|
|
(141
|
)
|
|
(94
|
)
|
|
195
|
|
|||||
Income (Loss) From Continuing Operations
|
|
501
|
|
|
214
|
|
|
(237
|
)
|
|
(103
|
)
|
|
375
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Net Income (Loss)
|
|
501
|
|
|
214
|
|
|
(220
|
)
|
|
(103
|
)
|
|
392
|
|
|||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (Losses) Available to FirstEnergy Corp.
|
|
$
|
501
|
|
|
$
|
214
|
|
|
$
|
(220
|
)
|
|
$
|
(103
|
)
|
|
$
|
392
|
|
2012 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
8,849
|
|
|
$
|
735
|
|
|
$
|
5,632
|
|
|
$
|
(214
|
)
|
|
$
|
15,002
|
|
Other
|
|
198
|
|
|
—
|
|
|
146
|
|
|
(93
|
)
|
|
251
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
866
|
|
|
(864
|
)
|
|
2
|
|
|||||
Total Revenues
|
|
9,047
|
|
|
735
|
|
|
6,644
|
|
|
(1,171
|
)
|
|
15,255
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
263
|
|
|
—
|
|
|
2,208
|
|
|
—
|
|
|
2,471
|
|
|||||
Purchased power
|
|
3,801
|
|
|
—
|
|
|
1,307
|
|
|
(862
|
)
|
|
4,246
|
|
|||||
Other operating expenses
|
|
2,126
|
|
|
136
|
|
|
1,840
|
|
|
(342
|
)
|
|
3,760
|
|
|||||
Pension and OPEB mark-to-market
|
|
392
|
|
|
2
|
|
|
215
|
|
|
—
|
|
|
609
|
|
|||||
Provision for depreciation
|
|
558
|
|
|
114
|
|
|
409
|
|
|
38
|
|
|
1,119
|
|
|||||
Amortization of regulatory assets, net
|
|
(65
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||||
General taxes
|
|
706
|
|
|
44
|
|
|
209
|
|
|
25
|
|
|
984
|
|
|||||
Total Operating Expenses
|
|
7,781
|
|
|
293
|
|
|
6,188
|
|
|
(1,141
|
)
|
|
13,121
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
1,266
|
|
|
442
|
|
|
456
|
|
|
(30
|
)
|
|
2,134
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income
|
|
84
|
|
|
1
|
|
|
66
|
|
|
(74
|
)
|
|
77
|
|
|||||
Interest expense
|
|
(540
|
)
|
|
(92
|
)
|
|
(284
|
)
|
|
(85
|
)
|
|
(1,001
|
)
|
|||||
Capitalized interest
|
|
25
|
|
|
8
|
|
|
44
|
|
|
13
|
|
|
90
|
|
|||||
Total Other Expense
|
|
(431
|
)
|
|
(83
|
)
|
|
(174
|
)
|
|
(146
|
)
|
|
(834
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations Before Income Taxes
|
|
835
|
|
|
359
|
|
|
282
|
|
|
(176
|
)
|
|
1,300
|
|
|||||
Income taxes
|
|
295
|
|
|
133
|
|
|
83
|
|
|
34
|
|
|
545
|
|
|||||
Income From Continuing Operations
|
|
540
|
|
|
226
|
|
|
199
|
|
|
(210
|
)
|
|
755
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Net Income
|
|
540
|
|
|
226
|
|
|
215
|
|
|
(210
|
)
|
|
771
|
|
|||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Earnings Available to FirstEnergy Corp.
|
|
$
|
540
|
|
|
$
|
226
|
|
|
$
|
215
|
|
|
$
|
(211
|
)
|
|
$
|
770
|
|
Changes Between 2013 and 2012 Financial Results Increase (Decrease)
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
(350
|
)
|
|
$
|
(4
|
)
|
|
$
|
(90
|
)
|
|
$
|
53
|
|
|
$
|
(391
|
)
|
Other
|
|
23
|
|
|
—
|
|
|
40
|
|
|
(33
|
)
|
|
30
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
94
|
|
|
(2
|
)
|
|||||
Total Revenues
|
|
(327
|
)
|
|
(4
|
)
|
|
(146
|
)
|
|
114
|
|
|
(363
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
114
|
|
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
25
|
|
|||||
Purchased power
|
|
(493
|
)
|
|
—
|
|
|
118
|
|
|
92
|
|
|
(283
|
)
|
|||||
Other operating expenses
|
|
(353
|
)
|
|
(5
|
)
|
|
167
|
|
|
24
|
|
|
(167
|
)
|
|||||
Pension and OPEB mark-to-market
|
|
(541
|
)
|
|
(2
|
)
|
|
(322
|
)
|
|
—
|
|
|
(865
|
)
|
|||||
Provision for depreciation
|
|
48
|
|
|
—
|
|
|
30
|
|
|
5
|
|
|
83
|
|
|||||
Deferral of storm costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of regulatory assets, net
|
|
594
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
607
|
|
|||||
General taxes
|
|
(9
|
)
|
|
10
|
|
|
(7
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Impairment of long-lived assets
|
|
322
|
|
|
—
|
|
|
473
|
|
|
—
|
|
|
795
|
|
|||||
Total Operating Expenses
|
|
(318
|
)
|
|
16
|
|
|
370
|
|
|
121
|
|
|
189
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
(9
|
)
|
|
(20
|
)
|
|
(516
|
)
|
|
(7
|
)
|
|
(552
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain (Loss) on debt redemptions
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
17
|
|
|
(132
|
)
|
|||||
Investment income
|
|
(27
|
)
|
|
(1
|
)
|
|
(55
|
)
|
|
39
|
|
|
(44
|
)
|
|||||
Interest expense
|
|
(3
|
)
|
|
(1
|
)
|
|
62
|
|
|
(73
|
)
|
|
(15
|
)
|
|||||
Capitalized interest
|
|
6
|
|
|
6
|
|
|
(2
|
)
|
|
3
|
|
|
13
|
|
|||||
Total Other Expense
|
|
(24
|
)
|
|
4
|
|
|
(144
|
)
|
|
(14
|
)
|
|
(178
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Taxes (Benefits)
|
|
(33
|
)
|
|
(16
|
)
|
|
(660
|
)
|
|
(21
|
)
|
|
(730
|
)
|
|||||
Income taxes (benefits)
|
|
6
|
|
|
(4
|
)
|
|
(224
|
)
|
|
(128
|
)
|
|
(350
|
)
|
|||||
Income (Loss) From Continuing Operations
|
|
(39
|
)
|
|
(12
|
)
|
|
(436
|
)
|
|
107
|
|
|
(380
|
)
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net Income (Loss)
|
|
(39
|
)
|
|
(12
|
)
|
|
(435
|
)
|
|
107
|
|
|
(379
|
)
|
|||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Earnings (Losses) Available to FirstEnergy Corp.
|
|
$
|
(39
|
)
|
|
$
|
(12
|
)
|
|
$
|
(435
|
)
|
|
$
|
108
|
|
|
$
|
(378
|
)
|
|
|
For the Years Ended December 31,
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2013
|
|
2012
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Distribution services
|
|
$
|
3,762
|
|
|
$
|
3,948
|
|
|
$
|
(186
|
)
|
|
|
|
|
|
|
|
||||||
Generation sales:
|
|
|
|
|
|
|
||||||
Retail
|
|
3,959
|
|
|
4,104
|
|
|
(145
|
)
|
|||
Wholesale
|
|
330
|
|
|
347
|
|
|
(17
|
)
|
|||
Total generation sales
|
|
4,289
|
|
|
4,451
|
|
|
(162
|
)
|
|||
|
|
|
|
|
|
|
||||||
Transmission
|
|
448
|
|
|
450
|
|
|
(2
|
)
|
|||
Other
|
|
221
|
|
|
198
|
|
|
23
|
|
|||
Total Revenues
|
|
$
|
8,720
|
|
|
$
|
9,047
|
|
|
$
|
(327
|
)
|
|
|
Year Ended December 31
|
|
Increase
|
|||||||
Electric Distribution MWH Deliveries
|
|
2013
|
|
2012
|
|
(Decrease)
|
|||||
|
|
(In thousands)
|
|
|
|||||||
Residential
|
|
54,479
|
|
|
53,993
|
|
|
0.9
|
%
|
||
Commercial
|
|
42,582
|
|
|
42,645
|
|
|
(0.1
|
)%
|
||
Industrial
|
|
50,243
|
|
|
49,378
|
|
|
1.8
|
%
|
||
Other
|
|
584
|
|
|
585
|
|
|
(0.2
|
)%
|
||
Total Electric Distribution MWH Deliveries
|
|
$
|
147,888
|
|
|
$
|
146,601
|
|
|
0.9
|
%
|
Source of Change in Generation Revenues
|
|
Increase (Decrease)
|
||
|
|
(In millions)
|
||
Retail:
|
|
|
|
|
Effect of decrease in sales volumes
|
|
$
|
(194
|
)
|
Change in prices
|
|
49
|
|
|
|
|
(145
|
)
|
|
Wholesale:
|
|
|
||
Effect of decrease in sales volumes
|
|
(95
|
)
|
|
Change in prices
|
|
78
|
|
|
|
|
(17
|
)
|
|
Decrease in Generation Revenues
|
|
$
|
(162
|
)
|
•
|
Fuel expense was
$114 million
higher in 2013 primarily related to increased generation at Fort Martin as a result of planned and forced outages in 2012 and the asset transfer between MP and AE Supply of the Harrison Power Station effective October 9, 2013.
|
•
|
Purchased power costs were
$493 million
lower in
2013
primarily due to a decrease in volumes required as a result of increased customer shopping, higher generation, reduced NUG purchases and lower unit power supply costs.
|
Source of Change in Purchased Power
|
|
Increase(Decrease)
|
|||
|
|
(In millions)
|
|||
Purchases from non-affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
$
|
(68
|
)
|
|
Change due to decreased volumes
|
|
(429
|
)
|
||
|
|
(497
|
)
|
||
Purchases from affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
(10
|
)
|
||
Change due to decreased volumes
|
|
(92
|
)
|
||
|
|
(102
|
)
|
||
Decrease in costs deferred
|
|
106
|
|
||
Decrease in Purchased Power Costs
|
|
$
|
(493
|
)
|
•
|
decreased energy efficiency program expenses of $40 million resulting from the completion of certain initiatives in Ohio and Pennsylvania, which are recoverable through rates;
|
•
|
lower distribution operating and maintenance expenses of $363 million due to lower storm related maintenance activities during 2013 compared to 2012. Maintenance costs in 2012 related to Hurricane Sandy and the "derecho" wind storm totaled $386 million, of which $370 million was deferred for future recovery;
|
•
|
higher transmission expenses of $50 million primarily due to PJM transmission costs associated with RMR units.
|
•
|
Pension and OPEB mark-to-market charges decreased
$541 million
, reflecting a higher discount rate to measure related obligations in 2013.
|
•
|
Depreciation expense increased by
$48 million
due to a higher asset base.
|
•
|
Net regulatory asset amortization increased
$594 million
primarily due to the absence of deferred storm restoration expenses associated with Hurricane Sandy and the "derecho" wind storm ($370 million), regulatory asset charges associated with the recovery of marginal transmission losses at ME and PN ($254 million), recovery of RECs for the Ohio Companies ($51 million), and the asset transfer between MP and AE Supply ($23 million) as well as higher default generation service cost recovery in Pennsylvania, partially offset by a reduction of NUG cost recovery at ME and PN and higher transmission cost deferrals in Ohio.
|
•
|
General taxes decreased by
$9 million
primarily due to lower gross receipts and payroll taxes, partially offset by higher property taxes.
|
•
|
Impairment of long-lived assets of
$322 million
reflects MP's charge to reduce the net book value of Harrison to the amount permitted to be included in rate base.
|
|
|
For the Years Ended December 31,
|
|
|
||||||||
Revenues by Transmission Asset Owner
|
|
2013
|
|
2012
|
|
Increase (Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
ATSI
|
|
$
|
209
|
|
|
$
|
208
|
|
|
$
|
1
|
|
TrAIL
|
|
207
|
|
|
200
|
|
|
7
|
|
|||
PATH
|
|
20
|
|
|
18
|
|
|
2
|
|
|||
Utilities
|
|
295
|
|
|
309
|
|
|
(14
|
)
|
|||
Total Revenues
|
|
$
|
731
|
|
|
$
|
735
|
|
|
$
|
(4
|
)
|
|
|
Source of Change in Revenues
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
MWH Sales Channel:
|
|
Sales Volumes
|
|
Prices
|
|
Gain on Settled Contracts
|
|
Capacity Revenue
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Direct
|
|
$
|
87
|
|
|
$
|
(108
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
Governmental Aggregation
|
|
213
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
156
|
|
|||||
Mass Market
|
|
105
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||
POLR
|
|
(120
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|||||
Structured Sales
|
|
250
|
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Wholesale
(1)
|
|
(74
|
)
|
|
4
|
|
|
(204
|
)
|
|
(136
|
)
|
|
(410
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
•
|
Fuel costs decreased
$89 million
primarily due to lower volumes associated with plants that were deactivated in 2013 and 2012, those under RMR arrangements, the asset transfer between MP and AE Supply and lower unit prices associated with new and restructured contracts, partially offset by settlements associated with past damages on transportation contracts.
|
•
|
Purchased power costs increased
$118 million
due to higher volumes ($402 million) and increased prices ($81 million), partially offset by reduced losses on financially settled contracts ($239 million) and lower capacity expenses ($126 million). The increase in rate primarily resulted from higher on-peak prices compared to 2012. The increase in purchased power volumes relates to the overall increase in sales volumes and decrease in fossil generation.
|
•
|
Fossil operating costs decreased $25 million due primarily to lower labor costs resulting from previously deactivated units and lower compensation and benefit expenses associated with plan changes.
|
•
|
Nuclear operating costs decreased $21 million due primarily to lower labor costs and lower compensation and benefit expenses associated with plan changes.
|
•
|
Transmission expenses increased $101 million due primarily to higher retail load and higher network costs associated with POLR sales in Pennsylvania, partially offset by lower congestion costs as well as credits received in 2013 for previously incurred PJM transmission costs associated with RMR units in the ATSI zone. Effective June 1, 2013, network transmission costs became the responsibility of suppliers of POLR sales in Pennsylvania.
|
•
|
Impairments of long-lived assets increased
$473 million
due to the decision to deactivate the Hatfield and Mitchell generating plants. The plants were deactivated on October 9, 2013.
|
•
|
General taxes decreased
$7 million
primarily due to lower payroll taxes as a result of lower labor costs noted above, partially offset by higher property taxes.
|
•
|
Depreciation expense increased
$30 million
primarily due to a higher asset base and accelerated depreciation associated with the deactivations noted above.
|
•
|
Other operating expenses decreased $210 million primarily due to a $322 million decrease in pension and OPEB mark-to-market charges primarily reflecting a higher discount rate to measure related obligations in 2013, partially offset by an increase in mark-to-market expense on commodity contract positions ($98 million) and increased retail expenses ($26 million).
|
Regulatory Assets (Liabilities) by Source
|
|
December 31,
2014 |
|
December 31,
2013 |
|
Increase
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Regulatory transition costs
|
|
$
|
240
|
|
|
$
|
266
|
|
|
$
|
(26
|
)
|
Customer receivables for future income taxes
|
|
370
|
|
|
518
|
|
|
(148
|
)
|
|||
Nuclear decommissioning and spent fuel disposal costs
|
|
(305
|
)
|
|
(198
|
)
|
|
(107
|
)
|
|||
Asset removal costs
|
|
(254
|
)
|
|
(362
|
)
|
|
108
|
|
|||
Deferred transmission costs
|
|
90
|
|
|
112
|
|
|
(22
|
)
|
|||
Deferred generation costs
|
|
281
|
|
|
346
|
|
|
(65
|
)
|
|||
Deferred distribution costs
|
|
182
|
|
|
194
|
|
|
(12
|
)
|
|||
Contract valuations
|
|
153
|
|
|
260
|
|
|
(107
|
)
|
|||
Storm-related costs
|
|
465
|
|
|
455
|
|
|
10
|
|
|||
Other
|
|
189
|
|
|
263
|
|
|
(74
|
)
|
|||
Net Regulatory Assets included in the Consolidated Balance Sheet
|
|
$
|
1,411
|
|
|
$
|
1,854
|
|
|
$
|
(443
|
)
|
Currently Payable Long-Term Debt
|
|
(In millions)
|
||
PCRBs supported by bank LOCs
(1)
|
|
$
|
92
|
|
FMBs
|
|
215
|
|
|
Unsecured PCRBs
(1)
|
|
313
|
|
|
Collateralized lease obligation bonds
|
|
78
|
|
|
Sinking fund requirements
|
|
102
|
|
|
Other notes
|
|
4
|
|
|
|
|
$
|
804
|
|
(1)
|
These PCRBs are classified as currently payable long-term debt because the applicable interest rate mode permits individual debt holders to put the respective debt back to the issuer prior to maturity.
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy
(1)
|
|
Revolving
|
|
March 2019
|
|
$
|
3,500
|
|
|
$
|
1,469
|
|
FES / AE Supply
|
|
Revolving
|
|
March 2019
|
|
1,500
|
|
|
1,435
|
|
||
FET
(2)
|
|
Revolving
|
|
March 2019
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
$
|
6,000
|
|
|
$
|
3,904
|
|
|
|
|
|
Cash
|
|
—
|
|
|
58
|
|
||
|
|
|
|
Total
|
|
$
|
6,000
|
|
|
$
|
3,962
|
|
(1)
|
FE and the Utilities.
|
(2)
|
Includes FET, ATSI and TrAIL.
|
Borrower
|
|
FirstEnergy Revolving
Credit Facility
Sub-Limit
|
|
FES/AE Supply Revolving
Credit Facility
Sub-Limit
|
|
FET Revolving
Credit Facility
Sub-Limit
|
|
Regulatory and
Other Short-Term Debt Limitations
|
|
|
||||||||||||
|
|
(In millions)
|
|
|
||||||||||||||||||
FE
|
|
|
$
|
3,500
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
(1)
|
|
FES
|
|
|
—
|
|
|
|
1,500
|
|
|
|
—
|
|
|
|
—
|
|
(2)
|
|
||||
AE Supply
|
|
|
—
|
|
|
|
1,000
|
|
|
|
—
|
|
|
|
—
|
|
(2)
|
|
||||
FET
|
|
|
—
|
|
|
|
—
|
|
|
|
1,000
|
|
|
|
—
|
|
(1)
|
|
||||
OE
|
|
|
500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
500
|
|
(3)
|
|
||||
CEI
|
|
|
500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
500
|
|
(3)
|
|
||||
TE
|
|
|
500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
500
|
|
(3)
|
|
||||
JCP&L
|
|
|
600
|
|
|
|
—
|
|
|
|
—
|
|
|
|
850
|
|
(3)
|
|
||||
ME
|
|
|
300
|
|
|
|
—
|
|
|
|
—
|
|
|
|
500
|
|
(3)
|
|
||||
PN
|
|
|
300
|
|
|
|
—
|
|
|
|
—
|
|
|
|
300
|
|
(3)
|
|
||||
WP
|
|
|
200
|
|
|
|
—
|
|
|
|
—
|
|
|
|
200
|
|
(3)
|
|
||||
MP
|
|
|
500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
500
|
|
(3)
|
|
||||
PE
|
|
|
150
|
|
|
|
—
|
|
|
|
—
|
|
|
|
150
|
|
(3)
|
|
||||
ATSI
|
|
|
—
|
|
|
|
—
|
|
|
|
500
|
|
|
|
500
|
|
(3)
|
|
||||
Penn
|
|
|
50
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50
|
|
(3)
|
|
||||
TrAIL
|
|
|
—
|
|
|
|
—
|
|
|
|
400
|
|
|
|
400
|
|
(3)
|
|
(1)
|
No limitations.
|
(2)
|
No limitation based upon blanket financing authorization from the FERC under existing market-based rate tariffs.
|
(3)
|
Includes amounts which may be borrowed under the regulated companies' money pool.
|
Bank
|
|
Aggregate Amount
(1)
|
|
Termination Date
|
|
Reimbursements of Draws Due
|
||
|
|
(In millions)
|
|
|
|
|
||
The Bank of Nova Scotia
|
|
52
|
|
|
April 2015
|
|
April 2015
|
|
The Bank of Nova Scotia
|
|
40
|
|
|
December 2015
|
|
December 2015
|
|
Total
|
|
$
|
92
|
|
|
|
|
|
(1)
|
Excludes approximately
$1 million
of applicable interest coverage.
|
|
|
Senior Secured
|
|
Senior Unsecured
|
||||||||
Issuer
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
FE
|
|
—
|
|
—
|
|
—
|
|
BB+
|
|
Baa3
|
|
BB+
|
FES
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa3
|
|
—
|
AE Supply
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa3
|
|
—
|
AGC
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa3
|
|
—
|
ATSI
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
—
|
CEI
|
|
BBB+
|
|
Baa1
|
|
—
|
|
BBB-
|
|
Baa3
|
|
—
|
FET
|
|
—
|
|
—
|
|
—
|
|
BB+
|
|
Baa3
|
|
|
JCP&L
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
—
|
ME
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa1
|
|
—
|
MP
|
|
BBB+
|
|
A3
|
|
—
|
|
—
|
|
—
|
|
—
|
OE
|
|
BBB+
|
|
A2
|
|
—
|
|
BBB-
|
|
Baa1
|
|
—
|
PN
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
—
|
Penn
|
|
BBB+
|
|
A2
|
|
—
|
|
—
|
|
—
|
|
—
|
PE
|
|
BBB+
|
|
A3
|
|
—
|
|
—
|
|
—
|
|
—
|
TE
|
|
BBB
|
|
Baa1
|
|
—
|
|
—
|
|
—
|
|
—
|
TrAIL
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
A3
|
|
—
|
WP
|
|
BBB+
|
|
A2
|
|
—
|
|
—
|
|
—
|
|
—
|
•
|
An increase in Regulated Distribution and Regulated Transmission sales associated with higher weather-related usage as well as improving economic conditions in 2014, complemented by a year-over-year improvement in receivables collections,
|
•
|
Absence in 2014 of make-whole premiums paid on debt redemptions (2013); partially offset by
|
•
|
Increases in purchase power and transmission expenses due to higher volumes, increased prices and higher capacity expenses resulting from the extreme weather-related events in January 2014 that significantly impacted the wholesale market as discussed above.
|
|
|
For the Years Ended December 31,
|
||||||||||
Securities Issued or Redeemed / Repaid
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
New Issues
|
|
|
|
|
|
|
|
|
|
|||
PCRBs
|
|
$
|
878
|
|
|
$
|
—
|
|
|
$
|
650
|
|
Term loan
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|||
Senior secured notes
|
|
—
|
|
|
445
|
|
|
—
|
|
|||
FMBs
|
|
200
|
|
|
1,000
|
|
|
100
|
|
|||
Unsecured Notes
|
|
2,400
|
|
|
2,300
|
|
|
—
|
|
|||
|
|
$
|
4,528
|
|
|
$
|
3,745
|
|
|
$
|
750
|
|
|
|
|
|
|
|
|
||||||
Redemptions / Repayments
|
|
|
|
|
|
|
|
|
|
|||
PCRBs
|
|
$
|
(793
|
)
|
|
$
|
(470
|
)
|
|
$
|
(238
|
)
|
Long-term revolving credit
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|||
Senior secured notes
|
|
(191
|
)
|
|
(376
|
)
|
|
(118
|
)
|
|||
FMBs
|
|
(175
|
)
|
|
(420
|
)
|
|
—
|
|
|||
Unsecured notes
|
|
(600
|
)
|
|
(2,284
|
)
|
|
(584
|
)
|
|||
|
|
$
|
(1,759
|
)
|
|
$
|
(3,600
|
)
|
|
$
|
(940
|
)
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Tender premiums paid on debt redemptions
|
|
$
|
—
|
|
|
$
|
(110
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
|
$
|
(1,605
|
)
|
|
$
|
1,435
|
|
|
$
|
1,969
|
|
|
|
|
|
|
|
|
||||||
Common stock dividend payments
|
|
$
|
(604
|
)
|
|
$
|
(920
|
)
|
|
$
|
(920
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
Cash Used for Investing Activities
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Property Additions:
|
|
|
|
|
|
|
||||||
Regulated distribution
|
|
$
|
972
|
|
|
$
|
1,272
|
|
|
$
|
1,074
|
|
Regulated transmission
|
|
1,329
|
|
|
461
|
|
|
507
|
|
|||
Competitive energy services
|
|
939
|
|
|
827
|
|
|
1,014
|
|
|||
Other and reconciling adjustments
|
|
72
|
|
|
78
|
|
|
83
|
|
|||
Nuclear fuel
|
|
233
|
|
|
250
|
|
|
286
|
|
|||
Proceeds from asset sales
|
|
(394
|
)
|
|
(4
|
)
|
|
(17
|
)
|
|||
Investments
|
|
68
|
|
|
72
|
|
|
(62
|
)
|
|||
Asset removal costs
|
|
153
|
|
|
146
|
|
|
229
|
|
|||
Other
|
|
(13
|
)
|
|
(9
|
)
|
|
43
|
|
|||
|
|
$
|
3,359
|
|
|
$
|
3,093
|
|
|
$
|
3,157
|
|
Contractual Obligations
|
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Long-term debt
(1)
|
|
$
|
19,807
|
|
|
$
|
769
|
|
|
$
|
2,882
|
|
|
$
|
3,953
|
|
|
$
|
12,203
|
|
Short-term borrowings
|
|
1,799
|
|
|
1,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on long-term debt
(2)
|
|
12,798
|
|
|
1,008
|
|
|
1,901
|
|
|
1,563
|
|
|
8,326
|
|
|||||
Operating leases
(3)
|
|
2,227
|
|
|
205
|
|
|
303
|
|
|
237
|
|
|
1,482
|
|
|||||
Fuel and purchased power
(4)
|
|
17,229
|
|
|
2,206
|
|
|
3,425
|
|
|
2,844
|
|
|
8,754
|
|
|||||
Capital expenditures
|
|
4,638
|
|
|
1,555
|
|
|
2,261
|
|
|
786
|
|
|
36
|
|
|||||
Pension funding
|
|
2,212
|
|
|
144
|
|
|
879
|
|
|
646
|
|
|
543
|
|
|||||
Other
(5)
|
|
210
|
|
|
46
|
|
|
72
|
|
|
52
|
|
|
40
|
|
|||||
Total
|
|
$
|
60,920
|
|
|
$
|
7,732
|
|
|
$
|
11,723
|
|
|
$
|
10,081
|
|
|
$
|
31,384
|
|
(1)
|
Excludes unamortized discounts and premiums, fair value accounting adjustments and capital leases.
|
(2)
|
Interest on variable-rate debt based on rates as of
December 31, 2014
.
|
(3)
|
See Note 6, Leases, of the Combined Notes to Consolidated Financial Statements.
|
(4)
|
Amounts under contract with fixed or minimum quantities based on estimated annual requirements.
|
(5)
|
Includes amounts for capital leases (see Note 6, Leases, of the Combined Notes to Consolidated Financial Statements) and contingent tax liabilities (see Note 5, Taxes, of the Combined Notes to Consolidated Financial Statements).
|
Guarantees and Other Assurances
|
|
Maximum Exposure
|
||
|
|
(In millions)
|
||
FE's Guarantees on Behalf of its Subsidiaries
|
|
|
|
|
Energy and Energy-Related Contracts
(1)
|
|
$
|
166
|
|
Deferred compensation arrangements
|
|
522
|
|
|
Other
(2)
|
|
24
|
|
|
|
|
712
|
|
|
Subsidiaries’ Guarantees
|
|
|
||
Energy and Energy-Related Contracts
(3)
|
|
177
|
|
|
FES’ guarantee of NG’s nuclear property insurance
|
|
88
|
|
|
Nuclear decommissioning costs
(4)
|
|
174
|
|
|
FES’ guarantee of FG’s sale and leaseback obligations
|
|
1,899
|
|
|
|
|
2,338
|
|
|
FE's Guarantees on Behalf of Business Ventures
|
|
|
||
Global Holding Facility
|
|
300
|
|
|
|
|
|
||
Other Assurances
|
|
|
||
Surety Bonds - Wholly Owned Subsidiaries
|
|
447
|
|
|
Surety Bonds
|
|
24
|
|
|
FES' LOC (long-term tax-exempt debt)
(5)
|
|
93
|
|
|
LOCs
(6)
|
|
85
|
|
|
|
|
649
|
|
|
Total Guarantees and Other Assurances
|
|
$
|
3,999
|
|
(1)
|
Issued for open-ended terms, with a 10-day termination right by FirstEnergy.
|
(2)
|
Includes guarantees of $
4 million
for nuclear decommissioning funding assurances, $
11 million
for railcar leases, and $
9 million
for various leases.
|
(3)
|
Includes Energy and Energy-Related Contracts associated with FES of approximately $
173 million
.
|
(4)
|
These guarantees of $
174 million
replace guarantees of $
136 million
for nuclear decommissioning funding assurances previously provided only by FE. The increase of $
38 million
over the prior guarantees relates primarily to a $
30 million
shortfall of estimated nuclear decommissioning funding and a new guaranty of $
8 million
relating to spent fuel storage facilities at Beaver Valley.
|
(5)
|
Reflects the $1 million of interest coverage portion of LOCs issued in support of floating rate PCRBs with maturities in 2015 and the principal amount of floating-rate PCRBs of $
92
million, all of which is reflected in currently payable long-term debt on FirstEnergy's consolidated balance sheets.
|
(6)
|
Includes $
57
million issued for various terms pursuant to LOC capacity available under FirstEnergy's revolving credit facilities, $
11
million pledged in connection with the sale and leaseback of the Beaver Valley Unit 2 by OE and $
17
million pledged in connection with the sale and leaseback of Perry by OE.
|
Collateral Provisions
|
|
FES
|
|
AE Supply
|
|
Utilities
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Split Rating (One rating agency's rating below investment grade)
|
|
$
|
603
|
|
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
657
|
|
BB+/Ba1 Credit Ratings
|
|
$
|
643
|
|
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
697
|
|
Full impact of credit contingent contractual obligations
|
|
$
|
886
|
|
|
$
|
72
|
|
|
$
|
86
|
|
|
$
|
1,044
|
|
Source of Information-
Fair Value by Contract Year
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Prices actively quoted
(1)
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
Other external sources
(2)
|
|
(63
|
)
|
|
(15
|
)
|
|
(19
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|||||||
Prices based on models
|
|
28
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
(14
|
)
|
|
(3
|
)
|
|
15
|
|
|||||||
Total
(3)
|
|
$
|
(60
|
)
|
|
$
|
(13
|
)
|
|
$
|
(17
|
)
|
|
$
|
(14
|
)
|
|
$
|
(14
|
)
|
|
$
|
(3
|
)
|
|
$
|
(121
|
)
|
(1)
|
Represents exchange traded New York Mercantile Exchange futures and options.
|
(2)
|
Primarily represents contracts based on broker and ICE quotes.
|
(3)
|
Includes
$(151) million
in non-hedge derivative contracts that are primarily related to NUG contracts. NUG contracts are subject to regulatory accounting and do not impact earnings.
|
•
|
Continuing the current base distribution rate freeze through May 31, 2016;
|
•
|
Continues collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
|
•
|
Continuing to provide economic development and assistance to low-income customers for the
two
-year plan period at levels established in the prior ESP;
|
•
|
A
6%
generation rate discount to certain low income customers provided by the Ohio Companies through a bilateral wholesale contract with FES (FES is one of the wholesale suppliers to the Ohio Companies);
|
•
|
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
|
•
|
Continuing Rider DCR that allows continued investment in the distribution system for the benefit of customers;
|
•
|
Continuing commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of costs avoided by customers for certain types of products totals $360 million, subject to the outcome of certain FERC proceedings;
|
•
|
Securing generation supply for a longer period of time by conducting an auction for a
three
-year period rather than a
one
-year period, in each of October 2012 and January 2013, to mitigate any potential price spikes for the Ohio Companies' utility customers who do not switch to a competitive generation supplier; and
|
•
|
Extending the recovery period for costs associated with purchasing RECs mandated by SB221, Ohio's renewable energy and energy efficiency standard, through the end of the new ESP 3 period. This is expected to initially reduce the monthly renewable energy charge for all non-shopping utility customers of the Ohio Companies by spreading out the costs over the entire ESP period.
|
•
|
Continuing a base distribution rate freeze through May 31, 2019;
|
•
|
Continuing collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
|
•
|
Providing economic development and assistance to low-income customers for the three-year plan period;
|
•
|
An Economic Stability Program providing for a retail rate stability rider to flow through charges or credits representing the net result of the costs paid to FES through a proposed 15-year purchase power agreement for the output of Sammis, Davis-Besse and FES’ share of OVEC against the revenues received from selling the output into the PJM markets over the same period;
|
•
|
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
|
•
|
Continuing Rider DCR with increased revenue caps of approximately $30 million per year that allows continued investment supporting the distribution system for the benefit of customers;
|
•
|
A commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of such costs avoided by customers for certain types of products totals $360 million, including appropriately such costs from MISO along with such costs from PJM, subject to the outcome of certain FERC proceedings; and
|
•
|
General updates to electric service regulations and tariffs to reflect regulatory orders, administrative rule changes, and current practices.
|
Postemployment Benefits Expense (Credits)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Pension
|
|
$
|
939
|
|
|
$
|
(134
|
)
|
|
$
|
596
|
|
OPEB
|
|
(101
|
)
|
|
(196
|
)
|
|
(34
|
)
|
|||
Total
|
|
$
|
838
|
|
|
$
|
(330
|
)
|
|
$
|
562
|
|
Assumption
|
|
Adverse Change
|
|
Pension
|
|
OPEB
|
|
Total
|
||||
|
|
|
|
|
|
(In millions)
|
|
|
||||
Discount rate
|
|
Decrease by .25%
|
|
289
|
|
|
20
|
|
|
$
|
309
|
|
Long-term return on assets
|
|
Decrease by .25%
|
|
14
|
|
|
1
|
|
|
$
|
15
|
|
Health care trend rate
|
|
Increase by 1.0%
|
|
N/A
|
|
|
22
|
|
|
$
|
22
|
|
|
|
For the Years Ended December 31,
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2014
|
|
2013
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Contract Sales:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
2,356
|
|
|
$
|
2,865
|
|
|
$
|
(509
|
)
|
Governmental Aggregation
|
|
1,184
|
|
|
1,185
|
|
|
(1
|
)
|
|||
Mass Market
|
|
452
|
|
|
448
|
|
|
4
|
|
|||
POLR
|
|
893
|
|
|
763
|
|
|
130
|
|
|||
Structured Sales
|
|
498
|
|
|
396
|
|
|
102
|
|
|||
Total Contract Sales
|
|
5,383
|
|
|
5,657
|
|
|
(274
|
)
|
|||
Wholesale
|
|
394
|
|
|
252
|
|
|
142
|
|
|||
Transmission
|
|
198
|
|
|
121
|
|
|
77
|
|
|||
Other
|
|
169
|
|
|
143
|
|
|
26
|
|
|||
Total Revenues
|
|
$
|
6,144
|
|
|
$
|
6,173
|
|
|
$
|
(29
|
)
|
|
|
For the Years Ended December 31,
|
|
Increase
|
|||||
MWH Sales by Channel
|
|
2014
|
|
2013
|
|
(Decrease)
|
|||
|
|
(In thousands)
|
|
|
|||||
Contract Sales:
|
|
|
|
|
|
|
|||
Direct
|
|
43,961
|
|
|
55,327
|
|
|
(20.5
|
)%
|
Governmental Aggregation
|
|
19,569
|
|
|
20,859
|
|
|
(6.2
|
)%
|
Mass Market
|
|
6,773
|
|
|
6,761
|
|
|
0.2
|
%
|
POLR
|
|
15,559
|
|
|
14,505
|
|
|
7.3
|
%
|
Structured Sales
|
|
12,393
|
|
|
8,634
|
|
|
43.5
|
%
|
Total Contract Sales
|
|
98,255
|
|
|
106,086
|
|
|
(7.4
|
)%
|
Wholesale
|
|
14
|
|
|
—
|
|
|
—
|
%
|
Total MWH Sales
|
|
98,269
|
|
|
106,086
|
|
|
(7.4
|
)%
|
|
|
Source of Change in Revenues
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
MWH Sales Channel:
|
|
Sales Volumes
|
|
Prices
|
|
Gain on Settled Contracts
|
|
Capacity Revenue
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Direct
|
|
$
|
(589
|
)
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(509
|
)
|
Governmental Aggregation
|
|
(73
|
)
|
|
72
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Mass Market
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
POLR
|
|
55
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|||||
Structured Sales
|
|
172
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||
Wholesale
|
|
—
|
|
|
—
|
|
|
39
|
|
|
103
|
|
|
142
|
|
|
|
Source of Change
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
Operating Expense
|
|
Volumes
|
|
Prices
|
|
Loss on Settled Contracts
|
|
Capacity Expense
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Fossil Fuel
|
|
$
|
(21
|
)
|
|
$
|
23
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Nuclear Fuel
|
|
1
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Affiliated Purchased Power
|
|
2
|
|
|
3
|
|
|
(220
|
)
|
|
—
|
|
|
(215
|
)
|
|||||
Non-affiliated Purchased Power
(1)
|
|
(286
|
)
|
|
813
|
|
|
(404
|
)
|
|
315
|
|
|
438
|
|
•
|
Fossil operating costs increased $2 million primarily due to higher professional and contractor costs, partially offset by lower labor and materials and equipment costs. Fossil operating expenses are expected to decrease primarily as a result of the scheduled deactivation of certain units by April 2015.
|
•
|
Nuclear operating costs increased $6 million as a result of higher labor, contractor, materials and equipment costs. There were two refueling outages in each of 2014 and 2013, however, the duration of the outages in 2014 exceeded the prior year. Nuclear operating costs are expected to increase in 2015 as a result of three planned refueling outages.
|
•
|
Transmission expenses increased $66
million primarily due to higher operating reserve and market-based ancillary costs associated with market conditions related to extreme weather events in January 2014, of which a portion were passed through to commercial and industrial customers, as discussed above. Additionally, effective June 1, 2013, network expenses associated with POLR sales in Pennsylvania became the responsibility of suppliers. Transmission expenses are expected to continue to decrease as a result of the change in selling efforts discussed above.
|
•
|
Other operating expenses increased $74 million primarily due to an increase in mark-to-market expenses on commodity contract positions, and an impairment of deferred advertising costs associated with the elimination of future selling efforts in the Mass Market and certain Direct sales channels, partially offset by lower retail and marketing related costs. Retail and marketing related costs are expected to continue to decrease as a result of the change in selling efforts.
|
Source of Information-
Fair Value by Contract Year
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Prices actively quoted
(1)
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
Other external sources
(2)
|
|
(11
|
)
|
|
20
|
|
|
8
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
Prices based on models
|
|
16
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Total
|
|
$
|
(20
|
)
|
|
$
|
22
|
|
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
(1)
|
Represents exchange traded New York Mercantile Exchange futures and options.
|
(2)
|
Primarily represents contracts based on broker and ICE quotes.
|
Comparison of Carrying Value to Fair Value
|
||||||||||||||||||||||||||||||||
Year of Maturity
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
There-after
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments Other Than Cash and Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
801
|
|
|
$
|
801
|
|
|
$
|
801
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
96
|
|
|
$
|
25
|
|
|
$
|
34
|
|
|
$
|
141
|
|
|
$
|
90
|
|
|
$
|
2,619
|
|
|
$
|
3,005
|
|
|
$
|
3,149
|
|
Average interest rate
|
|
8.2
|
%
|
|
8.2
|
%
|
|
3.2
|
%
|
|
5.6
|
%
|
|
3.0
|
%
|
|
4.4
|
%
|
|
4.6
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
92
|
|
|
$
|
92
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.10
|
%
|
|
0.10
|
%
|
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Electric utilities
|
|
$
|
9,871
|
|
|
$
|
9,451
|
|
|
$
|
9,782
|
|
Unregulated businesses
|
|
5,178
|
|
|
5,441
|
|
|
5,473
|
|
|||
Total revenues*
|
|
15,049
|
|
|
14,892
|
|
|
15,255
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Fuel
|
|
2,280
|
|
|
2,496
|
|
|
2,471
|
|
|||
Purchased power
|
|
4,716
|
|
|
3,963
|
|
|
4,246
|
|
|||
Other operating expenses
|
|
3,962
|
|
|
3,593
|
|
|
3,760
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
835
|
|
|
(256
|
)
|
|
609
|
|
|||
Provision for depreciation
|
|
1,220
|
|
|
1,202
|
|
|
1,119
|
|
|||
Amortization (deferral) of regulatory assets, net
|
|
12
|
|
|
539
|
|
|
(68
|
)
|
|||
General taxes
|
|
962
|
|
|
978
|
|
|
984
|
|
|||
Impairment of long-lived assets
|
|
—
|
|
|
795
|
|
|
—
|
|
|||
Total operating expenses
|
|
13,987
|
|
|
13,310
|
|
|
13,121
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME
|
|
1,062
|
|
|
1,582
|
|
|
2,134
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
||||||
Loss on debt redemptions
|
|
(8
|
)
|
|
(132
|
)
|
|
—
|
|
|||
Investment income
|
|
72
|
|
|
33
|
|
|
77
|
|
|||
Interest expense
|
|
(1,073
|
)
|
|
(1,016
|
)
|
|
(1,001
|
)
|
|||
Capitalized financing costs
|
|
118
|
|
|
103
|
|
|
90
|
|
|||
Total other expense
|
|
(891
|
)
|
|
(1,012
|
)
|
|
(834
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
171
|
|
|
570
|
|
|
1,300
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAXES (BENEFITS)
|
|
(42
|
)
|
|
195
|
|
|
545
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME FROM CONTINUING OPERATIONS
|
|
213
|
|
|
375
|
|
|
755
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations (net of income taxes of $69, $9 and $8, respectively) (Note 19)
|
|
86
|
|
|
17
|
|
|
16
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
299
|
|
|
392
|
|
|
771
|
|
|||
|
|
|
|
|
|
|
||||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
|
|
|
|
|
|
||||||
EARNINGS AVAILABLE TO FIRSTENERGY CORP.
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
770
|
|
|
|
|
|
|
|
|
||||||
EARNINGS PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
||||||
Basic - Continuing Operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.81
|
|
Basic - Discontinued Operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|||
Basic - Earnings Available to FirstEnergy Corp.
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
||||||
Diluted - Continuing Operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.80
|
|
Diluted - Discontinued Operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|||
Diluted - Earnings Available to FirstEnergy Corp.
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.84
|
|
|
|
|
|
|
|
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
|
|
|
|
|
|
||||||
Basic
|
|
420
|
|
|
418
|
|
|
418
|
|
|||
Diluted
|
|
421
|
|
|
419
|
|
|
419
|
|
|||
|
|
|
|
|
|
|
||||||
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK
|
|
$
|
1.44
|
|
|
$
|
1.65
|
|
|
$
|
2.20
|
|
*
|
Includes excise tax collections of
$420 million
,
$458 million
and
$484 million
in
2014
,
2013
and
2012
, respectively.
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
NET INCOME
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
771
|
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Pension and OPEB prior service costs
|
|
(76
|
)
|
|
(160
|
)
|
|
(115
|
)
|
|||
Amortized gains (losses) on derivative hedges
|
|
(2
|
)
|
|
3
|
|
|
1
|
|
|||
Change in unrealized gain on available-for-sale securities
|
|
26
|
|
|
(10
|
)
|
|
(6
|
)
|
|||
Other comprehensive loss
|
|
(52
|
)
|
|
(167
|
)
|
|
(120
|
)
|
|||
Income tax benefits on other comprehensive loss
|
|
(14
|
)
|
|
(66
|
)
|
|
(79
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(38
|
)
|
|
(101
|
)
|
|
(41
|
)
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
|
261
|
|
|
291
|
|
|
730
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME AVAILABLE TO FIRSTENERGY CORP.
|
|
$
|
261
|
|
|
$
|
291
|
|
|
$
|
729
|
|
(In millions, except share amounts)
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
85
|
|
|
$
|
218
|
|
Receivables-
|
|
|
|
|
|
|
||
Customers, net of allowance for uncollectible accounts of $59 in 2014 and $52 in 2013
|
|
1,554
|
|
|
1,720
|
|
||
Other, net of allowance for uncollectible accounts of $5 in 2014 and $3 in 2013
|
|
225
|
|
|
198
|
|
||
Materials and supplies, at average cost
|
|
817
|
|
|
752
|
|
||
Prepaid taxes
|
|
128
|
|
|
226
|
|
||
Derivatives
|
|
159
|
|
|
166
|
|
||
Accumulated deferred income taxes
|
|
518
|
|
|
366
|
|
||
Collateral
|
|
230
|
|
|
155
|
|
||
Other
|
|
160
|
|
|
212
|
|
||
|
|
3,876
|
|
|
4,013
|
|
||
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
||
In service
|
|
47,484
|
|
|
44,228
|
|
||
Less — Accumulated provision for depreciation
|
|
14,150
|
|
|
13,280
|
|
||
|
|
33,334
|
|
|
30,948
|
|
||
Construction work in progress
|
|
2,449
|
|
|
2,304
|
|
||
|
|
35,783
|
|
|
33,252
|
|
||
INVESTMENTS:
|
|
|
|
|
|
|
||
Nuclear plant decommissioning trusts
|
|
2,341
|
|
|
2,201
|
|
||
Other
|
|
881
|
|
|
903
|
|
||
|
|
3,222
|
|
|
3,104
|
|
||
|
|
|
|
|
||||
ASSETS HELD FOR SALE (Note 19)
|
|
—
|
|
|
235
|
|
||
|
|
|
|
|
||||
DEFERRED CHARGES AND OTHER ASSETS:
|
|
|
|
|
|
|
||
Goodwill
|
|
6,418
|
|
|
6,418
|
|
||
Regulatory assets
|
|
1,411
|
|
|
1,854
|
|
||
Other
|
|
1,456
|
|
|
1,548
|
|
||
|
|
9,285
|
|
|
9,820
|
|
||
|
|
$
|
52,166
|
|
|
$
|
50,424
|
|
LIABILITIES AND CAPITALIZATION
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Currently payable long-term debt
|
|
$
|
804
|
|
|
$
|
1,415
|
|
Short-term borrowings
|
|
1,799
|
|
|
3,404
|
|
||
Accounts payable
|
|
1,279
|
|
|
1,250
|
|
||
Accrued taxes
|
|
490
|
|
|
485
|
|
||
Accrued compensation and benefits
|
|
329
|
|
|
351
|
|
||
Derivatives
|
|
167
|
|
|
111
|
|
||
Other
|
|
693
|
|
|
621
|
|
||
|
|
5,561
|
|
|
7,637
|
|
||
CAPITALIZATION:
|
|
|
|
|
|
|
||
Common stockholders’ equity-
|
|
|
|
|
|
|
||
Common stock, $0.10 par value, authorized 490,000,000 shares - 421,102,570 and 418,628,559 shares outstanding as of December 31, 2014 and December 31, 2013, respectively
|
|
42
|
|
|
42
|
|
||
Other paid-in capital
|
|
9,847
|
|
|
9,776
|
|
||
Accumulated other comprehensive income
|
|
246
|
|
|
284
|
|
||
Retained earnings
|
|
2,285
|
|
|
2,590
|
|
||
Total common stockholders’ equity
|
|
12,420
|
|
|
12,692
|
|
||
Noncontrolling interest
|
|
2
|
|
|
3
|
|
||
Total equity
|
|
12,422
|
|
|
12,695
|
|
||
Long-term debt and other long-term obligations
|
|
19,176
|
|
|
15,831
|
|
||
|
|
31,598
|
|
|
28,526
|
|
||
NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Accumulated deferred income taxes
|
|
7,057
|
|
|
6,968
|
|
||
Retirement benefits
|
|
3,932
|
|
|
2,689
|
|
||
Asset retirement obligations
|
|
1,387
|
|
|
1,678
|
|
||
Deferred gain on sale and leaseback transaction
|
|
824
|
|
|
858
|
|
||
Adverse power contract liability
|
|
217
|
|
|
290
|
|
||
Other
|
|
1,590
|
|
|
1,778
|
|
||
|
|
15,007
|
|
|
14,261
|
|
||
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15)
|
|
|
|
|
|
|
||
|
|
$
|
52,166
|
|
|
$
|
50,424
|
|
|
|
Common Stock
|
|
Other Paid-In Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|||||||||||
(In millions, except share amounts)
|
|
Number of Shares
|
|
Par Value
|
|
|
|
||||||||||||
Balance, January 1, 2012
|
|
418,216,437
|
|
|
$
|
42
|
|
|
$
|
9,765
|
|
|
$
|
426
|
|
|
$
|
3,047
|
|
Earnings available to FirstEnergy Corp.
|
|
|
|
|
|
|
|
|
|
770
|
|
||||||||
Amortized losses on derivative hedges, net of $1 million of income tax benefits
|
|
|
|
|
|
|
|
2
|
|
|
|
||||||||
Change in unrealized gain on investments, net of $2 million of income tax benefits
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
||||||||
Pension and OPEB, net of $76 million of income tax benefits (Note 3)
|
|
|
|
|
|
|
|
(39
|
)
|
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
4
|
|
|
|
|
|
||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
|
(920
|
)
|
|||||||
Equity method adjustment (Note 9)
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
||||||||
Balance, December 31, 2012
|
|
418,216,437
|
|
|
42
|
|
|
9,769
|
|
|
385
|
|
|
2,888
|
|
||||
Earnings available to FirstEnergy Corp.
|
|
|
|
|
|
|
|
|
|
392
|
|
||||||||
Amortized losses on derivative hedges, net of $1 million of income taxes
|
|
|
|
|
|
|
|
2
|
|
|
|
||||||||
Change in unrealized gain on investments, net of $4 million of income tax benefits
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
||||||||
Pension and OPEB, net of $63 million of income tax benefits (Note 3)
|
|
|
|
|
|
|
|
(97
|
)
|
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(690
|
)
|
||||||||
Stock issuance - employee benefits
|
|
412,122
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
||||
Balance, December 31, 2013
|
|
418,628,559
|
|
|
42
|
|
|
9,776
|
|
|
284
|
|
|
2,590
|
|
||||
Earnings available to FirstEnergy Corp.
|
|
|
|
|
|
|
|
|
|
299
|
|
||||||||
Amortized gains on derivative hedges, net of $1 million of income tax benefits
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
||||||||
Change in unrealized gain on investments, net of $10 million of income taxes
|
|
|
|
|
|
|
|
16
|
|
|
|
||||||||
Pension and OPEB, net of $23 million of income tax benefits (Note 3)
|
|
|
|
|
|
|
|
(53
|
)
|
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
20
|
|
|
|
|
|
||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(604
|
)
|
||||||||
Stock issuance - employee benefits
|
|
2,474,011
|
|
|
|
|
51
|
|
|
|
|
|
|
||||||
Balance, December 31, 2014
|
|
421,102,570
|
|
|
$
|
42
|
|
|
$
|
9,847
|
|
|
$
|
246
|
|
|
$
|
2,285
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
771
|
|
Adjustments to reconcile net income to net cash from operating activities-
|
|
|
|
|
|
|
||||||
Provision for depreciation
|
|
1,220
|
|
|
1,202
|
|
|
1,119
|
|
|||
Asset removal costs charged to income
|
|
28
|
|
|
20
|
|
|
203
|
|
|||
Amortization (deferral) of regulatory assets, net
|
|
12
|
|
|
539
|
|
|
(68
|
)
|
|||
Nuclear fuel amortization
|
|
220
|
|
|
209
|
|
|
210
|
|
|||
Amortization of deferred costs on sale leaseback transaction, net
|
|
48
|
|
|
48
|
|
|
48
|
|
|||
Amortization of customer intangibles & deferred advertising costs
|
|
60
|
|
|
18
|
|
|
18
|
|
|||
Deferred purchased power and other costs
|
|
(115
|
)
|
|
(76
|
)
|
|
(238
|
)
|
|||
Deferred income taxes and investment tax credits, net
|
|
162
|
|
|
243
|
|
|
647
|
|
|||
Impairments of long-lived assets
|
|
—
|
|
|
795
|
|
|
—
|
|
|||
Investment impairments
|
|
37
|
|
|
90
|
|
|
27
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
835
|
|
|
(256
|
)
|
|
609
|
|
|||
Retirement benefits
|
|
(53
|
)
|
|
(168
|
)
|
|
(127
|
)
|
|||
Gain on asset sales
|
|
—
|
|
|
(21
|
)
|
|
(17
|
)
|
|||
Commodity derivative transactions, net (Note 10)
|
|
64
|
|
|
(3
|
)
|
|
(102
|
)
|
|||
Pension trust contributions
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|||
Gain on sale of investment securities held in trusts
|
|
(64
|
)
|
|
(56
|
)
|
|
(71
|
)
|
|||
Loss on debt redemptions
|
|
8
|
|
|
132
|
|
|
—
|
|
|||
Make-whole premiums paid on debt redemptions
|
|
—
|
|
|
(187
|
)
|
|
—
|
|
|||
Lease payments on sale and leaseback transaction
|
|
(137
|
)
|
|
(136
|
)
|
|
(186
|
)
|
|||
Income from discontinued operations (Note 19)
|
|
(86
|
)
|
|
(17
|
)
|
|
(16
|
)
|
|||
Changes in current assets and liabilities-
|
|
|
|
|
|
|
||||||
Receivables
|
|
139
|
|
|
(114
|
)
|
|
(13
|
)
|
|||
Materials and supplies
|
|
(65
|
)
|
|
96
|
|
|
(50
|
)
|
|||
Prepayments and other current assets
|
|
126
|
|
|
(126
|
)
|
|
(12
|
)
|
|||
Accounts payable
|
|
42
|
|
|
(25
|
)
|
|
100
|
|
|||
Accrued taxes
|
|
(165
|
)
|
|
85
|
|
|
(2
|
)
|
|||
Accrued interest
|
|
31
|
|
|
(10
|
)
|
|
(12
|
)
|
|||
Accrued compensation and benefits
|
|
(22
|
)
|
|
19
|
|
|
(55
|
)
|
|||
Cash collateral, net
|
|
(54
|
)
|
|
(36
|
)
|
|
12
|
|
|||
Other
|
|
143
|
|
|
5
|
|
|
125
|
|
|||
Net cash provided from operating activities
|
|
2,713
|
|
|
2,662
|
|
|
2,320
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
New Financing-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
4,528
|
|
|
3,745
|
|
|
750
|
|
|||
Short-term borrowings, net
|
|
—
|
|
|
1,435
|
|
|
1,969
|
|
|||
Redemptions and Repayments-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
(1,759
|
)
|
|
(3,600
|
)
|
|
(940
|
)
|
|||
Short-term borrowings, net
|
|
(1,605
|
)
|
|
—
|
|
|
—
|
|
|||
Tender premiums paid on debt redemptions
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|||
Common stock dividend payments
|
|
(604
|
)
|
|
(920
|
)
|
|
(920
|
)
|
|||
Other
|
|
(47
|
)
|
|
(73
|
)
|
|
(52
|
)
|
|||
Net cash provided from financing activities
|
|
513
|
|
|
477
|
|
|
807
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
(3,312
|
)
|
|
(2,638
|
)
|
|
(2,678
|
)
|
|||
Nuclear fuel
|
|
(233
|
)
|
|
(250
|
)
|
|
(286
|
)
|
|||
Proceeds from asset sales
|
|
394
|
|
|
4
|
|
|
17
|
|
|||
Sales of investment securities held in trusts
|
|
2,133
|
|
|
2,047
|
|
|
2,980
|
|
|||
Purchases of investment securities held in trusts
|
|
(2,236
|
)
|
|
(2,096
|
)
|
|
(3,020
|
)
|
|||
Cash investments
|
|
35
|
|
|
(23
|
)
|
|
102
|
|
|||
Asset removal costs
|
|
(153
|
)
|
|
(146
|
)
|
|
(229
|
)
|
|||
Other
|
|
13
|
|
|
9
|
|
|
(43
|
)
|
|||
Net cash used for investing activities
|
|
(3,359
|
)
|
|
(3,093
|
)
|
|
(3,157
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
(133
|
)
|
|
46
|
|
|
(30
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
218
|
|
|
172
|
|
|
202
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
85
|
|
|
$
|
218
|
|
|
$
|
172
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid (received) during the year -
|
|
|
|
|
|
|
|
|||||
Interest (net of amounts capitalized)
|
|
$
|
931
|
|
|
$
|
969
|
|
|
$
|
962
|
|
Income taxes (received), net of refunds
|
|
$
|
(103
|
)
|
|
$
|
36
|
|
|
$
|
(6
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
STATEMENTS OF INCOME (LOSS)
|
|
|
|
|
|
|
|
|||||
REVENUES:
|
|
|
|
|
|
|
|
|||||
Electric sales to non-affiliates
|
|
$
|
5,114
|
|
|
$
|
5,378
|
|
|
$
|
5,253
|
|
Electric sales to affiliates
|
|
861
|
|
|
652
|
|
|
515
|
|
|||
Other
|
|
169
|
|
|
143
|
|
|
126
|
|
|||
Total revenues*
|
|
6,144
|
|
|
6,173
|
|
|
5,894
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|||
Fuel
|
|
1,253
|
|
|
1,262
|
|
|
1,287
|
|
|||
Purchased power from affiliates
|
|
271
|
|
|
486
|
|
|
451
|
|
|||
Purchased power from non-affiliates
|
|
2,771
|
|
|
2,333
|
|
|
1,887
|
|
|||
Other operating expenses
|
|
1,635
|
|
|
1,487
|
|
|
1,356
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
297
|
|
|
(81
|
)
|
|
166
|
|
|||
Provision for depreciation
|
|
319
|
|
|
306
|
|
|
272
|
|
|||
General taxes
|
|
128
|
|
|
138
|
|
|
136
|
|
|||
Total operating expenses
|
|
6,674
|
|
|
5,931
|
|
|
5,555
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME (LOSS)
|
|
(530
|
)
|
|
242
|
|
|
339
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|||
Loss on debt redemptions
|
|
(6
|
)
|
|
(103
|
)
|
|
—
|
|
|||
Investment income
|
|
61
|
|
|
16
|
|
|
66
|
|
|||
Miscellaneous income
|
|
6
|
|
|
28
|
|
|
35
|
|
|||
Interest expense — affiliates
|
|
(7
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|||
Interest expense — other
|
|
(146
|
)
|
|
(160
|
)
|
|
(191
|
)
|
|||
Capitalized interest
|
|
34
|
|
|
39
|
|
|
37
|
|
|||
Total other expense
|
|
(58
|
)
|
|
(190
|
)
|
|
(63
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(588
|
)
|
|
52
|
|
|
276
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAXES (BENEFITS)
|
|
(228
|
)
|
|
6
|
|
|
103
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
|
$
|
(360
|
)
|
|
$
|
46
|
|
|
$
|
173
|
|
|
|
|
|
|
|
|
||||||
Discontinued operations (net of income taxes of $70, $8 and $8, respectively) (Note 19)
|
|
116
|
|
|
14
|
|
|
14
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
(244
|
)
|
|
$
|
60
|
|
|
$
|
187
|
|
|
|
|
|
|
|
|
||||||
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
(244
|
)
|
|
$
|
60
|
|
|
$
|
187
|
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
|
|
|
|||
Pension and OPEB prior service costs
|
|
(6
|
)
|
|
(15
|
)
|
|
6
|
|
|||
Amortized gains on derivative hedges
|
|
(10
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|||
Change in unrealized gain on available-for-sale securities
|
|
21
|
|
|
(8
|
)
|
|
(5
|
)
|
|||
Other comprehensive income (loss)
|
|
5
|
|
|
(29
|
)
|
|
(8
|
)
|
|||
Income taxes (benefits) on other comprehensive income (loss)
|
|
2
|
|
|
(11
|
)
|
|
(4
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
3
|
|
|
(18
|
)
|
|
(4
|
)
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
(241
|
)
|
|
$
|
42
|
|
|
$
|
183
|
|
*
|
Includes excise tax collections of
$69 million
,
$78 million
and
$77 million
in
2014
,
2013
and
2012
, respectively.
|
(In millions, except share amounts)
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
2
|
|
Receivables-
|
|
|
|
|
|
|
||
Customers, net of allowance for uncollectible accounts of $18 in 2014 and $11 in 2013
|
|
415
|
|
|
539
|
|
||
Affiliated companies
|
|
525
|
|
|
1,036
|
|
||
Other, net of allowance for uncollectible accounts of $3 in 2014 and 2013
|
|
107
|
|
|
81
|
|
||
Materials and supplies
|
|
492
|
|
|
448
|
|
||
Derivatives
|
|
147
|
|
|
165
|
|
||
Collateral
|
|
229
|
|
|
136
|
|
||
Prepayments and other
|
|
95
|
|
|
109
|
|
||
|
|
2,012
|
|
|
2,516
|
|
||
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
||
In service
|
|
13,596
|
|
|
12,472
|
|
||
Less — Accumulated provision for depreciation
|
|
5,208
|
|
|
4,755
|
|
||
|
|
8,388
|
|
|
7,717
|
|
||
Construction work in progress
|
|
1,010
|
|
|
1,308
|
|
||
|
|
9,398
|
|
|
9,025
|
|
||
INVESTMENTS:
|
|
|
|
|
|
|
||
Nuclear plant decommissioning trusts
|
|
1,365
|
|
|
1,276
|
|
||
Other
|
|
10
|
|
|
11
|
|
||
|
|
1,375
|
|
|
1,287
|
|
||
|
|
|
|
|
||||
ASSETS HELD FOR SALE (Note 19)
|
|
—
|
|
|
122
|
|
||
|
|
|
|
|
||||
DEFERRED CHARGES AND OTHER ASSETS:
|
|
|
|
|
|
|
||
Customer intangibles
|
|
78
|
|
|
95
|
|
||
Goodwill
|
|
23
|
|
|
23
|
|
||
Property taxes
|
|
41
|
|
|
41
|
|
||
Unamortized sale and leaseback costs
|
|
217
|
|
|
168
|
|
||
Derivatives
|
|
52
|
|
|
53
|
|
||
Other
|
|
114
|
|
|
172
|
|
||
|
|
525
|
|
|
552
|
|
||
|
|
$
|
13,310
|
|
|
$
|
13,502
|
|
LIABILITIES AND CAPITALIZATION
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Currently payable long-term debt
|
|
$
|
506
|
|
|
$
|
892
|
|
Short-term borrowings-
|
|
|
|
|
||||
Affiliated companies
|
|
35
|
|
|
431
|
|
||
Other
|
|
99
|
|
|
4
|
|
||
Accounts payable-
|
|
|
|
|
|
|
||
Affiliated companies
|
|
416
|
|
|
765
|
|
||
Other
|
|
248
|
|
|
290
|
|
||
Accrued taxes
|
|
102
|
|
|
66
|
|
||
Derivatives
|
|
166
|
|
|
110
|
|
||
Other
|
|
184
|
|
|
197
|
|
||
|
|
1,756
|
|
|
2,755
|
|
||
CAPITALIZATION:
|
|
|
|
|
|
|
||
Common stockholder's equity-
|
|
|
|
|
|
|
||
Common stock, without par value, authorized 750 shares- 7 shares outstanding as of December 31, 2014 and 2013
|
|
3,594
|
|
|
3,080
|
|
||
Accumulated other comprehensive income
|
|
57
|
|
|
54
|
|
||
Retained earnings
|
|
1,934
|
|
|
2,178
|
|
||
Total common stockholder's equity
|
|
5,585
|
|
|
5,312
|
|
||
Long-term debt and other long-term obligations
|
|
2,608
|
|
|
2,130
|
|
||
|
|
8,193
|
|
|
7,442
|
|
||
NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Deferred gain on sale and leaseback transaction
|
|
824
|
|
|
858
|
|
||
Accumulated deferred income taxes
|
|
511
|
|
|
741
|
|
||
Retirement benefits
|
|
324
|
|
|
185
|
|
||
Asset retirement obligations
|
|
841
|
|
|
1,015
|
|
||
Derivatives
|
|
14
|
|
|
14
|
|
||
Other
|
|
847
|
|
|
492
|
|
||
|
|
3,361
|
|
|
3,305
|
|
||
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15)
|
|
|
|
|
|
|
||
|
|
$
|
13,310
|
|
|
$
|
13,502
|
|
|
|
Common Stock
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|||||||||
(In millions, except share amounts)
|
|
Number of Shares
|
|
Carrying Value
|
|
|
|||||||||
Balance, January 1, 2012
|
|
7
|
|
|
$
|
1,570
|
|
|
$
|
76
|
|
|
$
|
1,931
|
|
Net income
|
|
|
|
|
|
|
|
187
|
|
||||||
Amortized loss on derivative hedges, net of $3 of income tax benefits
|
|
|
|
|
|
(6
|
)
|
|
|
||||||
Change in unrealized gain on investments, net of $2 of income tax benefits
|
|
|
|
|
|
(3
|
)
|
|
|
||||||
Pension and OPEB, net of $1 of income taxes (Note 3)
|
|
|
|
|
|
5
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
2
|
|
|
|
|
|
||||||
Consolidated tax benefit allocation
|
|
|
|
1
|
|
|
|
|
|
||||||
Balance, December 31, 2012
|
|
7
|
|
|
1,573
|
|
|
72
|
|
|
2,118
|
|
|||
Net income
|
|
|
|
|
|
|
|
60
|
|
||||||
Amortized loss on derivative hedges, net of $2 of income tax benefits
|
|
|
|
|
|
(4
|
)
|
|
|
||||||
Change in unrealized gain on investments, net of $3 of income tax benefits
|
|
|
|
|
|
(5
|
)
|
|
|
||||||
Pension and OPEB, net of $6 of income tax benefits (Note 3)
|
|
|
|
|
|
(9
|
)
|
|
|
||||||
Equity contribution from parent
|
|
|
|
1,500
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
1
|
|
|
|
|
|
||||||
Consolidated tax benefit allocation
|
|
|
|
6
|
|
|
|
|
|
||||||
Balance, December 31, 2013
|
|
7
|
|
|
3,080
|
|
|
54
|
|
|
2,178
|
|
|||
Net loss
|
|
|
|
|
|
|
|
(244
|
)
|
||||||
Amortized loss on derivative hedges, net of $4 of income tax benefits
|
|
|
|
|
|
(6
|
)
|
|
|
||||||
Change in unrealized gain on investments, net of $8 of income taxes
|
|
|
|
|
|
13
|
|
|
|
||||||
Pension and OPEB, net of $2 of income tax benefits (Note 3)
|
|
|
|
|
|
(4
|
)
|
|
|
||||||
Equity contribution from parent
|
|
|
|
500
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
7
|
|
|
|
|
|
||||||
Consolidated tax benefit allocation
|
|
|
|
7
|
|
|
|
|
|
||||||
Balance, December 31, 2014
|
|
7
|
|
|
$
|
3,594
|
|
|
$
|
57
|
|
|
$
|
1,934
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income (loss)
|
|
$
|
(244
|
)
|
|
$
|
60
|
|
|
$
|
187
|
|
Adjustments to reconcile net income to net cash from operating activities-
|
|
|
|
|
|
|
||||||
Provision for depreciation
|
|
319
|
|
|
306
|
|
|
272
|
|
|||
Nuclear fuel amortization
|
|
220
|
|
|
209
|
|
|
210
|
|
|||
Amortization of deferred costs on sale and leaseback transaction, net
|
|
48
|
|
|
48
|
|
|
48
|
|
|||
Amortization of customer intangibles & deferred advertising costs
|
|
60
|
|
|
18
|
|
|
18
|
|
|||
Deferred income taxes and investment tax credits, net
|
|
7
|
|
|
309
|
|
|
214
|
|
|||
Investment impairments
|
|
33
|
|
|
79
|
|
|
14
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
297
|
|
|
(81
|
)
|
|
166
|
|
|||
Pension trust contribution
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|||
Gain on investment securities held in trusts
|
|
(61
|
)
|
|
(49
|
)
|
|
(65
|
)
|
|||
Gain on asset sales
|
|
—
|
|
|
(20
|
)
|
|
(17
|
)
|
|||
Commodity derivative transactions, net (Note 10)
|
|
65
|
|
|
5
|
|
|
(74
|
)
|
|||
Loss on debt redemptions
|
|
6
|
|
|
103
|
|
|
—
|
|
|||
Make-whole premiums paid on debt redemptions
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|||
Lease payments on sale and leaseback transaction
|
|
(131
|
)
|
|
(131
|
)
|
|
(182
|
)
|
|||
Income from discontinued operations (Note 19)
|
|
(116
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|||
Change in current assets and liabilities-
|
|
|
|
|
|
|
||||||
Receivables
|
|
674
|
|
|
(393
|
)
|
|
135
|
|
|||
Materials and supplies
|
|
(44
|
)
|
|
57
|
|
|
(13
|
)
|
|||
Prepayments and other current assets
|
|
14
|
|
|
(39
|
)
|
|
(18
|
)
|
|||
Accounts payable
|
|
(477
|
)
|
|
(145
|
)
|
|
240
|
|
|||
Accrued taxes
|
|
(50
|
)
|
|
(207
|
)
|
|
(64
|
)
|
|||
Accrued compensation and benefits
|
|
(11
|
)
|
|
2
|
|
|
8
|
|
|||
Cash collateral, net
|
|
(92
|
)
|
|
(34
|
)
|
|
(33
|
)
|
|||
Other
|
|
54
|
|
|
26
|
|
|
(2
|
)
|
|||
Net cash provided from operating activities
|
|
571
|
|
|
78
|
|
|
821
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
New financing-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
878
|
|
|
—
|
|
|
650
|
|
|||
Short-term borrowings, net
|
|
—
|
|
|
431
|
|
|
3
|
|
|||
Equity contribution from parent
|
|
500
|
|
|
1,500
|
|
|
—
|
|
|||
Redemptions and repayments-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
(816
|
)
|
|
(1,202
|
)
|
|
(429
|
)
|
|||
Short-term borrowings, net
|
|
(301
|
)
|
|
—
|
|
|
—
|
|
|||
Tender premiums paid on debt redemptions
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|||
Other
|
|
(15
|
)
|
|
(9
|
)
|
|
(12
|
)
|
|||
Net cash provided from financing activities
|
|
246
|
|
|
653
|
|
|
212
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
(839
|
)
|
|
(717
|
)
|
|
(795
|
)
|
|||
Nuclear fuel
|
|
(233
|
)
|
|
(250
|
)
|
|
(286
|
)
|
|||
Proceeds from asset sales
|
|
307
|
|
|
21
|
|
|
17
|
|
|||
Sales of investment securities held in trusts
|
|
1,163
|
|
|
940
|
|
|
1,464
|
|
|||
Purchases of investment securities held in trusts
|
|
(1,219
|
)
|
|
(1,000
|
)
|
|
(1,502
|
)
|
|||
Loans to affiliated companies, net
|
|
—
|
|
|
276
|
|
|
107
|
|
|||
Other
|
|
4
|
|
|
(2
|
)
|
|
(42
|
)
|
|||
Net cash used for investing activities
|
|
(817
|
)
|
|
(732
|
)
|
|
(1,037
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
2
|
|
|
3
|
|
|
7
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid (received) during the year -
|
|
|
|
|
|
|
||||||
Interest (net of amounts capitalized)
|
|
$
|
118
|
|
|
$
|
157
|
|
|
$
|
174
|
|
Income taxes paid, net of refunds (received, net of payments)
|
|
$
|
(384
|
)
|
|
$
|
23
|
|
|
$
|
72
|
|
Regulatory Assets by Source
|
|
December 31,
2014 |
|
December 31,
2013 |
|
Increase
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Regulatory transition costs
|
|
$
|
240
|
|
|
$
|
266
|
|
|
$
|
(26
|
)
|
Customer receivables for future income taxes
|
|
370
|
|
|
518
|
|
|
(148
|
)
|
|||
Nuclear decommissioning and spent fuel disposal costs
|
|
(305
|
)
|
|
(198
|
)
|
|
(107
|
)
|
|||
Asset removal costs
|
|
(254
|
)
|
|
(362
|
)
|
|
108
|
|
|||
Deferred transmission costs
|
|
90
|
|
|
112
|
|
|
(22
|
)
|
|||
Deferred generation costs
|
|
281
|
|
|
346
|
|
|
(65
|
)
|
|||
Deferred distribution costs
|
|
182
|
|
|
194
|
|
|
(12
|
)
|
|||
Contract valuations
|
|
153
|
|
|
260
|
|
|
(107
|
)
|
|||
Storm-related costs
|
|
465
|
|
|
455
|
|
|
10
|
|
|||
Other
|
|
189
|
|
|
263
|
|
|
(74
|
)
|
|||
Net Regulatory Assets included in the Consolidated Balance Sheet
|
|
$
|
1,411
|
|
|
$
|
1,854
|
|
|
$
|
(443
|
)
|
Customer Receivables
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
December 31, 2014
|
|
|
|
|
||||
Billed
|
|
$
|
914
|
|
|
$
|
239
|
|
Unbilled
|
|
640
|
|
|
176
|
|
||
Total
|
|
$
|
1,554
|
|
|
$
|
415
|
|
|
|
|
|
|
||||
December 31, 2013
|
|
|
|
|
||||
Billed
|
|
$
|
1,010
|
|
|
$
|
301
|
|
Unbilled
|
|
710
|
|
|
238
|
|
||
Total
|
|
$
|
1,720
|
|
|
$
|
539
|
|
Reconciliation of Basic and Diluted Earnings per Share of Common Stock
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions, except per share amounts)
|
||||||||||
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
213
|
|
|
$
|
375
|
|
|
$
|
755
|
|
Less: Income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Income from continuing operations available to common shareholders
|
|
213
|
|
|
375
|
|
|
754
|
|
|||
Discontinued operations (Note 19)
|
|
86
|
|
|
17
|
|
|
16
|
|
|||
Earnings available to FirstEnergy Corp.
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
770
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of basic shares outstanding
|
|
420
|
|
|
418
|
|
|
418
|
|
|||
Assumed exercise of dilutive stock options and awards
(1)
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Weighted average number of diluted shares outstanding
|
|
421
|
|
|
419
|
|
|
419
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.81
|
|
Discontinued operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|||
Earnings per basic share
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.80
|
|
Discontinued operations (Note 19)
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|||
Earnings per diluted share
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.84
|
|
(1)
|
For the years ended
December 31, 2014
and
2013
, approximately
two million
shares were excluded from the calculation of diluted shares outstanding, as their inclusion would be antidilutive. The number of potentially dilutive securities not included in the calculation of diluted shares outstanding due to their antidilutive effect was not significant for the year ending
December 31, 2012
.
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
Property, Plant and Equipment
|
|
In Service
|
|
Accum. Depr.
|
|
Net Plant
|
|
In Service
|
|
Accum. Depr.
|
|
Net Plant
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Regulated Distribution
|
|
$
|
23,973
|
|
|
$
|
(6,759
|
)
|
|
$
|
17,214
|
|
|
$
|
23,098
|
|
|
$
|
(6,514
|
)
|
|
$
|
16,584
|
|
Regulated Transmission
|
|
6,634
|
|
|
(1,595
|
)
|
|
5,039
|
|
|
5,564
|
|
|
(1,511
|
)
|
|
4,053
|
|
||||||
Competitive Energy Services
(1)
|
|
16,442
|
|
|
(5,598
|
)
|
|
10,844
|
|
|
15,206
|
|
|
(5,088
|
)
|
|
10,118
|
|
||||||
Corporate/Other
|
|
435
|
|
|
(198
|
)
|
|
237
|
|
|
360
|
|
|
(167
|
)
|
|
193
|
|
||||||
Total
|
|
$
|
47,484
|
|
|
$
|
(14,150
|
)
|
|
$
|
33,334
|
|
|
$
|
44,228
|
|
|
$
|
(13,280
|
)
|
|
$
|
30,948
|
|
Goodwill
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive Energy Services
|
|
Consolidated
|
||||||||
|
|
(In millions)
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2014
|
|
$
|
5,092
|
|
|
$
|
526
|
|
|
$
|
800
|
|
|
$
|
6,418
|
|
|
|
Pension
|
|
OPEB
|
||||||||||||
Obligations and Funded Status
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(In millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation as of January 1
|
|
$
|
8,263
|
|
|
$
|
8,975
|
|
|
$
|
879
|
|
|
$
|
1,076
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
167
|
|
|
197
|
|
|
9
|
|
|
13
|
|
||||
Interest cost
|
|
402
|
|
|
372
|
|
|
39
|
|
|
37
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
16
|
|
|
15
|
|
||||
Plan amendments
|
|
5
|
|
|
2
|
|
|
(97
|
)
|
|
(37
|
)
|
||||
Medicare retiree drug subsidy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Actuarial (gain) loss
|
|
1,123
|
|
|
(846
|
)
|
|
13
|
|
|
(107
|
)
|
||||
Benefits paid
|
|
(711
|
)
|
|
(437
|
)
|
|
(102
|
)
|
|
(123
|
)
|
||||
Benefit obligation as of December 31
|
|
$
|
9,249
|
|
|
$
|
8,263
|
|
|
$
|
757
|
|
|
$
|
879
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
|
$
|
6,171
|
|
|
$
|
6,671
|
|
|
$
|
495
|
|
|
$
|
508
|
|
Actual return on plan assets
|
|
349
|
|
|
(77
|
)
|
|
38
|
|
|
56
|
|
||||
Company contributions
|
|
15
|
|
|
14
|
|
|
17
|
|
|
39
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
16
|
|
|
15
|
|
||||
Benefits paid
|
|
(711
|
)
|
|
(437
|
)
|
|
(102
|
)
|
|
(123
|
)
|
||||
Fair value of plan assets as of December 31
|
|
$
|
5,824
|
|
|
$
|
6,171
|
|
|
$
|
464
|
|
|
$
|
495
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded Status:
|
|
|
|
|
|
|
|
|
||||||||
Qualified plan
|
|
$
|
(3,064
|
)
|
|
$
|
(1,782
|
)
|
|
|
|
|
||||
Non-qualified plans
|
|
(361
|
)
|
|
(310
|
)
|
|
|
|
|
||||||
Funded Status
|
|
$
|
(3,425
|
)
|
|
$
|
(2,092
|
)
|
|
$
|
(293
|
)
|
|
$
|
(384
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$
|
8,744
|
|
|
$
|
7,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized on the Balance Sheet:
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
$
|
(17
|
)
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent liabilities
|
|
(3,408
|
)
|
|
(2,077
|
)
|
|
(293
|
)
|
|
(384
|
)
|
||||
Net liability as of December 31
|
|
$
|
(3,425
|
)
|
|
$
|
(2,092
|
)
|
|
$
|
(293
|
)
|
|
$
|
(384
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in AOCI:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
|
$
|
45
|
|
|
$
|
48
|
|
|
$
|
(479
|
)
|
|
$
|
(558
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Assumptions Used to Determine Benefit Obligations
|
|
|
|
|
|
|
|
|
||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
4.25
|
%
|
|
5.00
|
%
|
|
4.00
|
%
|
|
4.75
|
%
|
||||
Rate of compensation increase
|
|
4.20
|
%
|
|
4.20
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Assumed Health Care Cost Trend Rates
|
|
|
|
|
|
|
|
|
||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Health care cost trend rate assumed (pre/post-Medicare)
|
|
N/A
|
|
|
N/A
|
|
|
7.0-7.5%
|
|
|
7.25-7.75%
|
|
||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
N/A
|
|
|
N/A
|
|
|
4.5
|
%
|
|
5
|
%
|
||||
Year that the rate reaches the ultimate trend rate (pre/post-Medicare)
|
|
N/A
|
|
|
N/A
|
|
|
2026
|
|
|
2020
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Allocation of Plan Assets (as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
36
|
%
|
|
18
|
%
|
|
49
|
%
|
|
47
|
%
|
||||
Bonds
|
|
33
|
%
|
|
40
|
%
|
|
40
|
%
|
|
40
|
%
|
||||
Absolute return strategies
|
|
14
|
%
|
|
23
|
%
|
|
1
|
%
|
|
3
|
%
|
||||
Real estate
|
|
7
|
%
|
|
6
|
%
|
|
1
|
%
|
|
1
|
%
|
||||
Derivatives
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Cash and short-term securities
|
|
9
|
%
|
|
13
|
%
|
|
9
|
%
|
|
9
|
%
|
||||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Pension
|
|
OPEB
|
||||||||||||||||||||
Components of Net Periodic Benefit Costs
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
|
$
|
167
|
|
|
$
|
197
|
|
|
$
|
161
|
|
|
$
|
9
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Interest cost
|
|
402
|
|
|
372
|
|
|
389
|
|
|
39
|
|
|
37
|
|
|
47
|
|
||||||
Expected return on plan assets
|
|
(462
|
)
|
|
(501
|
)
|
|
(486
|
)
|
|
(34
|
)
|
|
(34
|
)
|
|
(37
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
8
|
|
|
12
|
|
|
12
|
|
|
(176
|
)
|
|
(207
|
)
|
|
(203
|
)
|
||||||
Pension & OPEB mark-to-market adjustment
|
|
1,235
|
|
|
(267
|
)
|
|
735
|
|
|
8
|
|
|
(129
|
)
|
|
140
|
|
||||||
Net periodic cost
|
|
$
|
1,350
|
|
|
$
|
(187
|
)
|
|
$
|
811
|
|
|
$
|
(154
|
)
|
|
$
|
(320
|
)
|
|
$
|
(41
|
)
|
Assumptions Used to Determine Net Periodic Benefit Cost
for Years Ended December 31
|
|
Pension
|
|
OPEB
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||
Weighted-average discount rate
|
|
5.00
|
%
|
|
4.25
|
%
|
|
5.00
|
%
|
|
4.75
|
%
|
|
4.00
|
%
|
|
4.75
|
%
|
Expected long-term return on plan assets
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
Rate of compensation increase
|
|
4.20
|
%
|
|
4.70
|
%
|
|
5.20
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
December 31, 2014
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
517
|
|
|
$
|
—
|
|
|
$
|
517
|
|
|
9
|
%
|
Equity investments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
1,266
|
|
|
8
|
|
|
—
|
|
|
1,274
|
|
|
22
|
%
|
||||
International
|
|
355
|
|
|
414
|
|
|
—
|
|
|
769
|
|
|
14
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Government bonds
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|
3
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
1,386
|
|
|
—
|
|
|
1,386
|
|
|
24
|
%
|
||||
High yield debt
|
|
—
|
|
|
300
|
|
|
—
|
|
|
300
|
|
|
5
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|
1
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hedge funds (Absolute return)
|
|
—
|
|
|
809
|
|
|
—
|
|
|
809
|
|
|
14
|
%
|
||||
Derivatives
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
1
|
%
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
421
|
|
|
421
|
|
|
7
|
%
|
||||
Total
(1)
|
|
$
|
1,621
|
|
|
$
|
3,665
|
|
|
$
|
446
|
|
|
$
|
5,732
|
|
|
100
|
%
|
(1)
|
Excludes
$92 million
as of
December 31, 2014
of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
December 31, 2013
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
782
|
|
|
$
|
—
|
|
|
$
|
782
|
|
|
13
|
%
|
Equity investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic
|
|
701
|
|
|
3
|
|
|
—
|
|
|
704
|
|
|
11
|
%
|
||||
International
|
|
304
|
|
|
118
|
|
|
—
|
|
|
422
|
|
|
7
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Government bonds
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
|
5
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
2,128
|
|
|
—
|
|
|
2,128
|
|
|
34
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|
1
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hedge funds (Absolute return)
|
|
—
|
|
|
1,395
|
|
|
—
|
|
|
1,395
|
|
|
23
|
%
|
||||
Derivatives
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
%
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
385
|
|
|
385
|
|
|
6
|
%
|
||||
Total
(1)
|
|
$
|
1,005
|
|
|
$
|
4,841
|
|
|
$
|
412
|
|
|
$
|
6,258
|
|
|
100
|
%
|
(1)
|
Excludes
$(87) million
as of
December 31, 2013
of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
Private Equity Funds
|
|
Real Estate Funds
|
||||
|
|
(In millions)
|
||||||
Balance as of January 1, 2013
|
|
$
|
33
|
|
|
$
|
357
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||
Unrealized gains
|
|
1
|
|
|
17
|
|
||
Realized gains
|
|
5
|
|
|
13
|
|
||
Transfers out
|
|
(12
|
)
|
|
(2
|
)
|
||
Balance as of December 31, 2013
|
|
$
|
27
|
|
|
$
|
385
|
|
Actual return on plan assets:
|
|
|
|
|
||||
Unrealized gains (losses)
|
|
(2
|
)
|
|
17
|
|
||
Realized gains
|
|
1
|
|
|
14
|
|
||
Transfers in (out)
|
|
(1
|
)
|
|
5
|
|
||
Balance as of December 31, 2014
|
|
$
|
25
|
|
|
$
|
421
|
|
|
|
December 31, 2014
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
9
|
%
|
Equity investment
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
48
|
%
|
||||
International
|
|
3
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
1
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasuries
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|
9
|
%
|
||||
Government bonds
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|
23
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
7
|
%
|
||||
High yield debt
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hedge funds
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
1
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
1
|
%
|
||||
Total
(1)
|
|
$
|
233
|
|
|
$
|
237
|
|
|
$
|
3
|
|
|
$
|
473
|
|
|
100
|
%
|
(1)
|
Excludes
$(9) million
as of
December 31, 2014
of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
December 31, 2013
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
9
|
%
|
Equity investment
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
227
|
|
|
—
|
|
|
—
|
|
|
227
|
|
|
45
|
%
|
||||
International
|
|
4
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
1
|
%
|
||||
Mutual funds
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasuries
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|
9
|
%
|
||||
Government bonds
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
18
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
|
12
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hedge funds
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
3
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
1
|
%
|
||||
Total
(1)
|
|
$
|
236
|
|
|
$
|
263
|
|
|
$
|
5
|
|
|
$
|
504
|
|
|
100
|
%
|
(1)
|
Excludes
$(9) million
as of
December 31, 2013
, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
Real Estate Funds
|
||
|
|
|
||
Balance as of January 1, 2013
|
|
$
|
5
|
|
Balance as of December 31, 2013
|
|
5
|
|
|
Transfers out
|
|
(2
|
)
|
|
Balance as of December 31, 2014
|
|
$
|
3
|
|
|
|
Target Asset Allocations
|
||||
|
|
2014
|
|
2013
|
||
Equities
|
|
42
|
%
|
|
26
|
%
|
Fixed income
|
|
32
|
%
|
|
40
|
%
|
Absolute return strategies
|
|
14
|
%
|
|
22
|
%
|
Real estate
|
|
5
|
%
|
|
5
|
%
|
Alternative investments
|
|
1
|
%
|
|
1
|
%
|
Cash
|
|
6
|
%
|
|
6
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
1-Percentage-Point Increase
|
|
1-Percentage-Point Decrease
|
||||
|
|
(in millions)
|
||||||
Effect on total of service and interest cost
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Effect on accumulated benefit obligation
|
|
$
|
23
|
|
|
$
|
(22
|
)
|
|
|
|
|
OPEB
|
||||||||
|
|
Pension
|
|
Benefit Payments
|
|
Subsidy Receipts
|
||||||
|
|
(in millions)
|
||||||||||
2015
|
|
$
|
467
|
|
|
$
|
59
|
|
|
$
|
(3
|
)
|
2016
|
|
476
|
|
|
59
|
|
|
(3
|
)
|
|||
2017
|
|
491
|
|
|
58
|
|
|
(3
|
)
|
|||
2018
|
|
513
|
|
|
56
|
|
|
(3
|
)
|
|||
2019
|
|
529
|
|
|
55
|
|
|
(3
|
)
|
|||
Years 2020-2024
|
|
2,887
|
|
|
260
|
|
|
(10
|
)
|
|
|
Pension
|
|
OPEB
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Net Periodic Costs (Credits)
|
|
$
|
150
|
|
|
$
|
(30
|
)
|
|
$
|
78
|
|
|
$
|
(24
|
)
|
|
$
|
(40
|
)
|
|
$
|
(11
|
)
|
Outstanding as of January 1, 2014
|
2,216,609
|
|
Granted
|
1,171,318
|
|
Vested
(1)
|
(872,574
|
)
|
Forfeited
|
(103,549
|
)
|
Outstanding as of December 31, 2014
|
2,411,804
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Restricted stock granted
|
|
20,000
|
|
|
27,561
|
|
|
263,771
|
|
|||
Weighted average market price
|
|
$
|
32.71
|
|
|
$
|
42.53
|
|
|
$
|
44.82
|
|
Weighted average vesting period (years)
|
|
2.29
|
|
|
3.68
|
|
|
3.09
|
|
|||
Dividends restricted
|
|
Yes
|
|
|
Yes
|
|
|
Yes
|
|
Restricted Stock
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Nonvested as of January 1, 2014
|
|
417,464
|
|
|
$
|
45.46
|
|
Nonvested as of December 31, 2014
|
|
342,286
|
|
|
$
|
45.29
|
|
Granted in 2014
|
|
20,000
|
|
|
$
|
32.71
|
|
Forfeited in 2014
|
|
1,743
|
|
|
$
|
33.56
|
|
Vested in 2014
(1)
|
|
93,435
|
|
|
$
|
37.30
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Restricted stock units granted
|
|
1,151,318
|
|
|
924,576
|
|
|
652,120
|
|
Weighted average vesting period (years)
|
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
Restricted Stock Units
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Nonvested as of January 1, 2014
|
|
1,799,145
|
|
|
$
|
40.86
|
|
Nonvested as of December 31, 2014
|
|
2,069,518
|
|
|
$
|
37.65
|
|
Granted in 2014
|
|
1,151,318
|
|
|
$
|
32.17
|
|
Forfeited in 2014
|
|
101,806
|
|
|
$
|
38.70
|
|
Vested in 2014
(1)
|
|
779,139
|
|
|
$
|
30.67
|
|
|
|
|
|
|
Stock Option Activity
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Balance, January 1, 2014 (1,997,969 options exercisable)
|
|
2,359,126
|
|
|
$
|
42.59
|
|
Options exercised
|
|
(50,007
|
)
|
|
21.58
|
|
|
Options forfeited
|
|
(869,974
|
)
|
|
40.07
|
|
|
Balance, December 31, 2014 (1,077,988 options exercisable)
|
|
1,439,145
|
|
|
$
|
44.83
|
|
|
|
Options Outstanding
|
||||||||
Range of Exercise Prices
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Remaining Contractual Life
(in years)
|
||||
$28.42-$37.74
|
|
491,245
|
|
|
$
|
35.23
|
|
|
3.98
|
|
$37.75-$53.08
|
|
667,458
|
|
|
$
|
37.87
|
|
|
5.79
|
|
$53.09-$81.19
|
|
280,442
|
|
|
$
|
78.23
|
|
|
2.90
|
|
Total
|
|
1,439,145
|
|
|
$
|
44.83
|
|
|
4.61
|
|
FirstEnergy
|
|
Years ended December 31,
|
||||||||||
Stock-based Compensation Plan
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Restricted Stock and Restricted Stock Units
|
|
$
|
31
|
|
|
$
|
42
|
|
|
$
|
42
|
|
Stock Options
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Performance Shares
|
|
5
|
|
|
(10
|
)
|
|
5
|
|
|||
401(k) Savings Plan
|
|
25
|
|
|
25
|
|
|
37
|
|
|||
EDCP
|
|
3
|
|
|
(2
|
)
|
|
—
|
|
|||
DCPD
|
|
5
|
|
|
5
|
|
|
4
|
|
|||
Total
|
|
$
|
69
|
|
|
$
|
60
|
|
|
$
|
89
|
|
Stock-based compensation costs capitalized
|
|
$
|
23
|
|
|
$
|
20
|
|
|
$
|
29
|
|
FES
|
|
Years ended December 31,
|
||||||||||
Stock-based Compensation Plan
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Restricted Stock and Restricted Stock Units
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Performance Shares
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||
401(k) Savings Plan
|
|
4
|
|
|
4
|
|
|
6
|
|
|||
Total
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
13
|
|
Stock-based compensation costs capitalized
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
FirstEnergy
|
|
|
|
|
|
||||||
Income from Continuing Operations before provision for income taxes
|
$
|
171
|
|
|
$
|
570
|
|
|
$
|
1,299
|
|
Federal income tax expense at statutory rate (35%)
|
$
|
60
|
|
|
$
|
199
|
|
|
$
|
455
|
|
Increases (reductions) in taxes resulting from-
|
|
|
|
|
|
||||||
Amortization of investment tax credits
|
(10
|
)
|
|
(8
|
)
|
|
(11
|
)
|
|||
State income taxes, net of federal tax benefit
|
12
|
|
|
10
|
|
|
79
|
|
|||
Medicare Part D
|
—
|
|
|
—
|
|
|
32
|
|
|||
Effectively settled tax items, including interest
|
(35
|
)
|
|
(2
|
)
|
|
(20
|
)
|
|||
ESOP dividend
|
(6
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Change in accounting method
|
(27
|
)
|
|
—
|
|
|
—
|
|
|||
Tax basis balance sheet adjustments
|
(25
|
)
|
|
—
|
|
|
—
|
|
|||
AFUDC equity and other flow-through
|
(13
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Other, net
|
2
|
|
|
12
|
|
|
10
|
|
|||
Total provision for income taxes (benefits)
|
$
|
(42
|
)
|
|
$
|
195
|
|
|
$
|
545
|
|
Effective income tax rate
|
(24.6
|
)%
|
|
34.2
|
%
|
|
42.0
|
%
|
|||
|
|
|
|
|
|
||||||
FES
|
|
|
|
|
|
||||||
Income (loss) from Continuing Operations before provision for income taxes (benefits)
|
$
|
(588
|
)
|
|
$
|
52
|
|
|
$
|
276
|
|
Federal income tax expense (benefit) at statutory rate (35%)
|
$
|
(206
|
)
|
|
$
|
18
|
|
|
$
|
97
|
|
Increases (reductions) in taxes resulting from-
|
|
|
|
|
|
||||||
Amortization of investment tax credits
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
State income taxes, net of federal tax benefit
|
(14
|
)
|
|
(5
|
)
|
|
17
|
|
|||
Effectively settled tax items
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
ESOP dividend
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Other, net
|
(3
|
)
|
|
(1
|
)
|
|
4
|
|
|||
Total provision for income taxes (benefits)
|
$
|
(228
|
)
|
|
$
|
6
|
|
|
$
|
103
|
|
Effective income tax rate
|
38.8
|
%
|
|
11.5
|
%
|
|
37.3
|
%
|
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
FirstEnergy
|
|
|
|
|
||||
Property basis differences
|
|
$
|
9,354
|
|
|
$
|
8,734
|
|
Deferred sale and leaseback gain
|
|
(381
|
)
|
|
(401
|
)
|
||
Pension and OPEB
|
|
(1,433
|
)
|
|
(972
|
)
|
||
Nuclear decommissioning activities
|
|
458
|
|
|
460
|
|
||
Asset retirement obligations
|
|
(641
|
)
|
|
(651
|
)
|
||
Regulatory asset/liability
|
|
768
|
|
|
750
|
|
||
Loss carryforwards and AMT credits
|
|
(1,932
|
)
|
|
(1,598
|
)
|
||
Loss carryforward valuation reserve
|
|
174
|
|
|
125
|
|
||
All other
|
|
172
|
|
|
155
|
|
||
Net deferred income tax liability
|
|
$
|
6,539
|
|
|
$
|
6,602
|
|
|
|
|
|
|
||||
FES
|
|
|
|
|
||||
Property basis differences
|
|
$
|
1,749
|
|
|
$
|
1,354
|
|
Deferred sale and leaseback gain
|
|
(356
|
)
|
|
(370
|
)
|
||
Pension and OPEB
|
|
(373
|
)
|
|
(66
|
)
|
||
Lease market valuation liability
|
|
75
|
|
|
54
|
|
||
Nuclear decommissioning activities
|
|
489
|
|
|
470
|
|
||
Asset retirement obligations
|
|
(486
|
)
|
|
(439
|
)
|
||
Loss carryforwards and AMT credits
|
|
(631
|
)
|
|
(354
|
)
|
||
Loss carryforward valuation reserve
|
|
32
|
|
|
27
|
|
||
All other
|
|
(15
|
)
|
|
40
|
|
||
Net deferred income tax liability
|
|
$
|
484
|
|
|
$
|
716
|
|
Expiration Period
|
|
FirstEnergy
|
|
FES
|
||||||||||||
|
|
(In millions)
|
||||||||||||||
|
|
State
|
|
Local
|
|
State
|
|
Local
|
||||||||
2015-2019
|
|
$
|
63
|
|
|
$
|
2,524
|
|
|
$
|
—
|
|
|
$
|
1,874
|
|
2020-2024
|
|
1,813
|
|
|
646
|
|
|
182
|
|
|
—
|
|
||||
2025-2029
|
|
1,704
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||||
2030-2034
|
|
3,172
|
|
|
—
|
|
|
1,001
|
|
|
—
|
|
||||
|
|
$
|
6,752
|
|
|
$
|
3,170
|
|
|
$
|
1,271
|
|
|
$
|
1,874
|
|
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
Balance, January 1, 2012
|
|
$
|
117
|
|
|
$
|
45
|
|
Current year increases
|
|
2
|
|
|
—
|
|
||
Current year decreases
|
|
(7
|
)
|
|
—
|
|
||
Prior years increases
|
|
6
|
|
|
6
|
|
||
Prior years decreases
|
|
(37
|
)
|
|
(13
|
)
|
||
Decrease for settlements
|
|
(38
|
)
|
|
(35
|
)
|
||
Balance, December 31, 2012
|
|
$
|
43
|
|
|
$
|
3
|
|
Prior years increases
|
|
10
|
|
|
—
|
|
||
Prior years decreases
|
|
(5
|
)
|
|
—
|
|
||
Balance, December 31, 2013
|
|
$
|
48
|
|
|
$
|
3
|
|
Current year increases
|
|
4
|
|
|
—
|
|
||
Prior years increases
|
|
5
|
|
|
—
|
|
||
Prior years decreases
|
|
(23
|
)
|
|
—
|
|
||
Balance, December 31, 2014
|
|
$
|
34
|
|
|
$
|
3
|
|
|
|
Net Interest Expense (Income)
For the Years Ended December 31,
|
|
Net Interest Payable
As of December 31,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||||
|
|
(In millions)
|
|
(In millions)
|
||||||||||||||||
FirstEnergy
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
2
|
|
|
$
|
9
|
|
FES
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
FirstEnergy
|
|
|
|
|
|
|
||||||
KWH excise
|
|
$
|
194
|
|
|
$
|
219
|
|
|
$
|
230
|
|
State gross receipts
|
|
226
|
|
|
240
|
|
|
251
|
|
|||
Real and personal property
|
|
393
|
|
|
368
|
|
|
328
|
|
|||
Social security and unemployment
|
|
112
|
|
|
110
|
|
|
126
|
|
|||
Other
|
|
37
|
|
|
41
|
|
|
49
|
|
|||
Total general taxes
|
|
$
|
962
|
|
|
$
|
978
|
|
|
$
|
984
|
|
|
|
|
|
|
|
|
||||||
FES
|
|
|
|
|
|
|
||||||
State gross receipts
|
|
$
|
69
|
|
|
$
|
77
|
|
|
$
|
77
|
|
Real and personal property
|
|
39
|
|
|
40
|
|
|
35
|
|
|||
Social security and unemployment
|
|
17
|
|
|
19
|
|
|
20
|
|
|||
Other
|
|
3
|
|
|
2
|
|
|
4
|
|
|||
Total general taxes
|
|
$
|
128
|
|
|
$
|
138
|
|
|
$
|
136
|
|
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|
|||
FirstEnergy
|
|
199
|
|
|
224
|
|
|
291
|
|
FES
|
|
95
|
|
|
97
|
|
|
140
|
|
Capital leases
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
2015
|
|
$
|
39
|
|
|
$
|
6
|
|
2016
|
|
35
|
|
|
6
|
|
||
2017
|
|
30
|
|
|
5
|
|
||
2018
|
|
23
|
|
|
2
|
|
||
2019
|
|
18
|
|
|
—
|
|
||
Years thereafter
|
|
40
|
|
|
—
|
|
||
Total minimum lease payments
|
|
185
|
|
|
19
|
|
||
Interest portion
|
|
(25
|
)
|
|
(1
|
)
|
||
Present value of net minimum lease payments
|
|
160
|
|
|
18
|
|
||
Less current portion
|
|
34
|
|
|
5
|
|
||
Noncurrent portion
|
|
$
|
126
|
|
|
$
|
13
|
|
|
|
FirstEnergy
|
||||||||||
Operating Leases
|
|
Lease Payments
|
|
PNBV
|
|
Net
|
||||||
|
|
(In millions)
|
||||||||||
2015
|
|
$
|
245
|
|
|
$
|
40
|
|
|
$
|
205
|
|
2016
|
|
197
|
|
|
13
|
|
|
184
|
|
|||
2017
|
|
122
|
|
|
3
|
|
|
119
|
|
|||
2018
|
|
128
|
|
|
—
|
|
|
128
|
|
|||
2019
|
|
109
|
|
|
—
|
|
|
109
|
|
|||
Years thereafter
|
|
1,482
|
|
|
—
|
|
|
1,482
|
|
|||
Total minimum lease payments
|
|
$
|
2,283
|
|
|
$
|
56
|
|
|
$
|
2,227
|
|
Operating Leases
|
|
Lease Payments
|
||
|
|
(In millions)
|
||
2015
|
|
$
|
142
|
|
2016
|
|
131
|
|
|
2017
|
|
81
|
|
|
2018
|
|
101
|
|
|
2019
|
|
97
|
|
|
Years thereafter
|
|
1,383
|
|
|
Total minimum lease payments
|
|
$
|
1,935
|
|
|
|
Intangible Assets
|
|
Amortization Expense
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Actual
|
|
Estimated
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||||||||
NUG contracts
(1)
|
|
$
|
124
|
|
|
$
|
20
|
|
|
$
|
104
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
79
|
|
OVEC
|
|
54
|
|
|
7
|
|
|
47
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
37
|
|
||||||||||
Coal contracts
(2)(3)
|
|
556
|
|
|
289
|
|
|
267
|
|
|
55
|
|
|
51
|
|
|
51
|
|
|
45
|
|
|
30
|
|
|
30
|
|
|
19
|
|
||||||||||
FES customer contracts
|
|
148
|
|
|
70
|
|
|
78
|
|
|
18
|
|
|
17
|
|
|
17
|
|
|
16
|
|
|
14
|
|
|
13
|
|
|
1
|
|
||||||||||
|
|
$
|
882
|
|
|
$
|
386
|
|
|
$
|
496
|
|
|
$
|
80
|
|
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
68
|
|
|
$
|
51
|
|
|
$
|
50
|
|
|
$
|
136
|
|
(1)
|
NUG contracts are subject to regulatory accounting and their amortization does not impact earnings.
|
(2)
|
A gross amount of
$40 million
(
$29 million
, net) of the coal contracts is related to FES. The 2014 and estimated 2015 to 2019 amortization expense for FES is
$5.7 million
annually.
|
(3)
|
A gross amount of
$102 million
(
$41 million
, net) of the coal contracts was recorded with a regulatory offset and the amortization does not impact earnings. Accordingly, the amortization expense for these coal contracts is excluded from table above.
|
|
Maximum
Exposure
|
|
Discounted Lease
Payments, net
|
|
Net
Exposure
|
||||||
|
(In millions)
|
||||||||||
FirstEnergy
|
$
|
1,308
|
|
|
$
|
1,050
|
|
|
$
|
258
|
|
FES
|
$
|
1,217
|
|
|
$
|
1,003
|
|
|
$
|
214
|
|
Level 1
|
-
|
Quoted prices for identical instruments in active market
|
|
|
|
Level 2
|
-
|
Quoted prices for similar instruments in active market
|
|
-
|
Quoted prices for identical or similar instruments in markets that are not active
|
|
-
|
Model-derived valuations for which all significant inputs are observable market data
|
Level 3
|
-
|
Valuation inputs are unobservable and significant to the fair value measurement
|
FirstEnergy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recurring Fair Value Measurements
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
(In millions)
|
||||||||||||||||||||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
1,365
|
|
|
$
|
—
|
|
|
$
|
1,365
|
|
Derivative assets - commodity contracts
|
1
|
|
|
171
|
|
|
—
|
|
|
172
|
|
|
7
|
|
|
208
|
|
|
—
|
|
|
215
|
|
||||||||
Derivative assets - FTRs
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||||
Derivative assets - NUG contracts
(1)
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||||||
Equity securities
(2)
|
592
|
|
|
—
|
|
|
—
|
|
|
592
|
|
|
317
|
|
|
—
|
|
|
—
|
|
|
317
|
|
||||||||
Foreign government debt securities
|
—
|
|
|
76
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||||||
U.S. government debt securities
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
||||||||
U.S. state debt securities
|
—
|
|
|
237
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
||||||||
Other
(3)
|
55
|
|
|
256
|
|
|
—
|
|
|
311
|
|
|
187
|
|
|
255
|
|
|
—
|
|
|
442
|
|
||||||||
Total assets
|
$
|
648
|
|
|
$
|
2,143
|
|
|
$
|
41
|
|
|
$
|
2,832
|
|
|
$
|
511
|
|
|
$
|
2,330
|
|
|
$
|
24
|
|
|
$
|
2,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities - commodity contracts
|
$
|
(26
|
)
|
|
$
|
(141
|
)
|
|
$
|
—
|
|
|
$
|
(167
|
)
|
|
$
|
(13
|
)
|
|
$
|
(100
|
)
|
|
$
|
—
|
|
|
$
|
(113
|
)
|
Derivative liabilities - FTRs
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||||||
Derivative liabilities - NUG contracts
(1)
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
(222
|
)
|
||||||||
Total liabilities
|
$
|
(26
|
)
|
|
$
|
(141
|
)
|
|
$
|
(167
|
)
|
|
$
|
(334
|
)
|
|
$
|
(13
|
)
|
|
$
|
(100
|
)
|
|
$
|
(234
|
)
|
|
$
|
(347
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net assets (liabilities)
(4)
|
$
|
622
|
|
|
$
|
2,002
|
|
|
$
|
(126
|
)
|
|
$
|
2,498
|
|
|
$
|
498
|
|
|
$
|
2,230
|
|
|
$
|
(210
|
)
|
|
$
|
2,518
|
|
(1)
|
NUG contracts are subject to regulatory accounting treatment and do not impact earnings.
|
(2)
|
NDT funds hold equity portfolios whose performance is benchmarked against the Alerian MLP Index or the Wells Fargo Hybrid and Preferred Securities REIT index.
|
(3)
|
Primarily consists of cash and short-term cash investments.
|
(4)
|
Excludes
$40 million
and
$10 million
as of
December 31, 2014
and
December 31, 2013
, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
NUG Contracts
(1)
|
|
LCAPP Contracts
(1)
|
|
FTRs
|
||||||||||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
January 1, 2013 Balance
|
$
|
36
|
|
|
$
|
(290
|
)
|
|
$
|
(254
|
)
|
|
$
|
—
|
|
|
$
|
(144
|
)
|
|
$
|
(144
|
)
|
|
$
|
8
|
|
|
$
|
(9
|
)
|
|
$
|
(1
|
)
|
Unrealized gain (loss)
|
(8
|
)
|
|
(17
|
)
|
|
(25
|
)
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
3
|
|
|
1
|
|
|
4
|
|
|||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(15
|
)
|
|
(9
|
)
|
|||||||||
Terminations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlements
|
(8
|
)
|
|
85
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
11
|
|
|
(2
|
)
|
|||||||||
December 31, 2013 Balance
|
$
|
20
|
|
|
$
|
(222
|
)
|
|
$
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(12
|
)
|
|
$
|
(8
|
)
|
Unrealized gain (loss)
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
(1
|
)
|
|
46
|
|
|||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(16
|
)
|
|
10
|
|
|||||||||
Settlements
|
(20
|
)
|
|
71
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
15
|
|
|
(23
|
)
|
|||||||||
December 31, 2014 Balance
|
$
|
2
|
|
|
$
|
(153
|
)
|
|
$
|
(151
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
(14
|
)
|
|
$
|
25
|
|
(1)
|
Changes in the fair value of NUG and LCAPP contracts are subject to regulatory accounting treatment and do not impact earnings.
|
(2)
|
LCAPP contracts are financially settled agreements associated with capacity in New Jersey. During the fourth quarter of 2013, all LCAPP contracts were terminated after being declared unconstitutional by the U.S. District Court for the District of New Jersey.
|
|
|
Fair Value, Net (In millions)
|
|
Valuation
Technique
|
|
Significant Input
|
|
Range
|
|
Weighted Average
|
|
Units
|
||
FTRs
|
|
$
|
25
|
|
|
Model
|
|
RTO auction clearing prices
|
|
($7.20) to $19.30
|
|
$1.40
|
|
Dollars/MWH
|
NUG Contracts
|
|
$
|
(151
|
)
|
|
Model
|
|
Generation
Regional electricity prices
|
|
500 to 4,756,000
$44.40 to $69.80
|
|
950,000
$51.80
|
|
MWH
Dollars/MWH
|
FES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recurring Fair Value Measurements
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
(In millions)
|
||||||||||||||||||||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
655
|
|
|
$
|
—
|
|
|
$
|
655
|
|
|
$
|
—
|
|
|
$
|
792
|
|
|
$
|
—
|
|
|
$
|
792
|
|
Derivative assets - commodity contracts
|
1
|
|
|
171
|
|
|
—
|
|
|
172
|
|
|
7
|
|
|
208
|
|
|
—
|
|
|
215
|
|
||||||||
Derivative assets - FTRs
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Equity securities
(1)
|
360
|
|
|
—
|
|
|
—
|
|
|
360
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
207
|
|
||||||||
Foreign government debt securities
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||||||
U.S. government debt securities
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||||||
U.S. state debt securities
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
(2)
|
—
|
|
|
199
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
||||||||
Total assets
|
$
|
361
|
|
|
$
|
1,132
|
|
|
$
|
27
|
|
|
$
|
1,520
|
|
|
$
|
214
|
|
|
$
|
1,268
|
|
|
$
|
3
|
|
|
$
|
1,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities - commodity contracts
|
$
|
(26
|
)
|
|
$
|
(141
|
)
|
|
$
|
—
|
|
|
$
|
(167
|
)
|
|
$
|
(13
|
)
|
|
$
|
(100
|
)
|
|
$
|
—
|
|
|
$
|
(113
|
)
|
Derivative liabilities - FTRs
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||||
Total liabilities
|
$
|
(26
|
)
|
|
$
|
(141
|
)
|
|
$
|
(13
|
)
|
|
$
|
(180
|
)
|
|
$
|
(13
|
)
|
|
$
|
(100
|
)
|
|
$
|
(11
|
)
|
|
$
|
(124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net assets (liabilities)
(3)
|
$
|
335
|
|
|
$
|
991
|
|
|
$
|
14
|
|
|
$
|
1,340
|
|
|
$
|
201
|
|
|
$
|
1,168
|
|
|
$
|
(8
|
)
|
|
$
|
1,361
|
|
(1)
|
NDT funds hold equity portfolios whose performance is benchmarked against the Alerian MLP Index or the Wells Fargo Hybrid and Preferred Securities REIT index.
|
(2)
|
Primarily consists of short-term cash investments.
|
(3)
|
Excludes
$44 million
and
$9 million
as of
December 31, 2014
and
December 31, 2013
, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
Derivative Asset
|
|
Derivative Liability
|
|
Net Asset/(Liability)
|
||||||
|
|
(In millions)
|
||||||||||
January 1, 2013 Balance
|
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
Unrealized loss
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Purchases
|
|
5
|
|
|
(12
|
)
|
|
(7
|
)
|
|||
Settlements
|
|
(8
|
)
|
|
9
|
|
|
1
|
|
|||
December 31, 2013 Balance
|
|
$
|
3
|
|
|
$
|
(11
|
)
|
|
$
|
(8
|
)
|
Unrealized gain (loss)
|
|
34
|
|
|
(1
|
)
|
|
33
|
|
|||
Purchases
|
|
15
|
|
|
(16
|
)
|
|
(1
|
)
|
|||
Settlements
|
|
(25
|
)
|
|
15
|
|
|
(10
|
)
|
|||
December 31, 2014 Balance
|
|
$
|
27
|
|
|
$
|
(13
|
)
|
|
$
|
14
|
|
|
|
Fair Value, Net (In millions)
|
|
Valuation
Technique
|
|
Significant Input
|
|
Range
|
|
Weighted Average
|
|
Units
|
||
FTRs
|
|
$
|
14
|
|
|
Model
|
|
RTO auction clearing prices
|
|
($7.20) to $19.30
|
|
$1.10
|
|
Dollars/MWH
|
|
|
December 31, 2014
(1)
|
|
December 31, 2013
(2)
|
||||||||||||||||||||
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Fair Value
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Fair Value
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FirstEnergy
|
|
$
|
1,724
|
|
|
$
|
27
|
|
|
$
|
1,751
|
|
|
$
|
1,881
|
|
|
$
|
33
|
|
|
$
|
1,914
|
|
FES
|
|
788
|
|
|
13
|
|
|
801
|
|
|
918
|
|
|
17
|
|
|
935
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FirstEnergy
|
|
$
|
533
|
|
|
$
|
58
|
|
|
$
|
591
|
|
|
$
|
308
|
|
|
$
|
9
|
|
|
$
|
317
|
|
FES
|
|
329
|
|
|
31
|
|
|
360
|
|
|
207
|
|
|
—
|
|
|
207
|
|
(1)
|
Excludes short-term cash investments: FE Consolidated -
$241 million
; FES -
$204 million
.
|
(2)
|
Excludes short-term cash investments: FE Consolidated -
$204 million
; FES -
$135 million
.
|
December 31, 2014
|
|
Sale Proceeds
|
|
Realized Gains
|
|
Realized Losses
|
|
OTTI
|
|
Interest and
Dividend Income
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
FirstEnergy
|
|
$
|
2,133
|
|
|
$
|
146
|
|
|
$
|
(75
|
)
|
|
$
|
(37
|
)
|
|
$
|
96
|
|
FES
|
|
1,163
|
|
|
113
|
|
|
(54
|
)
|
|
(33
|
)
|
|
56
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
Sale Proceeds
|
|
Realized Gains
|
|
Realized Losses
|
|
OTTI
|
|
Interest and Dividend Income
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
FirstEnergy
|
|
$
|
2,047
|
|
|
$
|
92
|
|
|
$
|
(46
|
)
|
|
$
|
(90
|
)
|
|
$
|
101
|
|
FES
|
|
940
|
|
|
70
|
|
|
(21
|
)
|
|
(79
|
)
|
|
60
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
Sale Proceeds
|
|
Realized Gains
|
|
Realized Losses
|
|
OTTI
|
|
Interest and
Dividend Income
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
FirstEnergy
|
|
$
|
2,980
|
|
|
$
|
179
|
|
|
$
|
(83
|
)
|
|
$
|
(16
|
)
|
|
$
|
70
|
|
FES
|
|
1,464
|
|
|
124
|
|
|
(59
|
)
|
|
(14
|
)
|
|
39
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Fair Value
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Fair Value
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FirstEnergy
|
|
$
|
13
|
|
|
$
|
4
|
|
|
$
|
17
|
|
|
$
|
33
|
|
|
$
|
2
|
|
|
$
|
35
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(In millions)
|
||||||||||||||
FirstEnergy
|
$
|
19,828
|
|
|
$
|
21,733
|
|
|
$
|
17,049
|
|
|
$
|
17,957
|
|
FES
|
3,097
|
|
|
3,241
|
|
|
3,001
|
|
|
3,073
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||
|
Fair Value
|
|
|
Fair Value
|
||||||||||||
|
December 31,
2014 |
|
December 31,
2013 |
|
|
December 31,
2014 |
|
December 31,
2013 |
||||||||
|
(In millions)
|
|
|
(In millions)
|
||||||||||||
Current Assets - Derivatives
|
|
|
|
|
Current Liabilities - Derivatives
|
|
|
|
||||||||
Commodity Contracts
|
$
|
121
|
|
|
$
|
162
|
|
|
Commodity Contracts
|
$
|
(154
|
)
|
|
$
|
(102
|
)
|
FTRs
|
38
|
|
|
4
|
|
|
FTRs
|
(13
|
)
|
|
(9
|
)
|
||||
|
159
|
|
|
166
|
|
|
|
(167
|
)
|
|
(111
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
Noncurrent Liabilities - Adverse Power Contract Liability
|
|
|
|
||||||||
Deferred Charges and Other Assets - Other
|
|
|
|
|
NUGs
|
(153
|
)
|
|
(222
|
)
|
||||||
Commodity Contracts
|
51
|
|
|
53
|
|
|
Noncurrent Liabilities - Other
|
|
|
|
||||||
FTRs
|
1
|
|
|
—
|
|
|
Commodity Contracts
|
(13
|
)
|
|
(11
|
)
|
||||
NUGs
|
2
|
|
|
20
|
|
|
FTRs
|
(1
|
)
|
|
(3
|
)
|
||||
|
54
|
|
|
73
|
|
|
|
(167
|
)
|
|
(236
|
)
|
||||
Derivative Assets
|
$
|
213
|
|
|
$
|
239
|
|
|
Derivative Liabilities
|
$
|
(334
|
)
|
|
$
|
(347
|
)
|
|
|
|
|
Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
December 31, 2014
|
|
Fair Value
|
|
Derivative Instruments
|
|
Cash Collateral (Received)/Pledged
|
|
Net Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
172
|
|
|
$
|
(126
|
)
|
|
$
|
—
|
|
|
$
|
46
|
|
FTRs
|
|
39
|
|
|
(14
|
)
|
|
—
|
|
|
25
|
|
||||
NUG contracts
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
|
|
$
|
213
|
|
|
$
|
(140
|
)
|
|
$
|
—
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(167
|
)
|
|
$
|
126
|
|
|
$
|
35
|
|
|
$
|
(6
|
)
|
FTRs
|
|
(14
|
)
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
NUG contracts
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
||||
|
|
$
|
(334
|
)
|
|
$
|
140
|
|
|
$
|
35
|
|
|
$
|
(159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
December 31, 2013
|
|
Fair Value
|
|
Derivative Instruments
|
|
Cash Collateral (Received)/Pledged
|
|
Net Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
215
|
|
|
$
|
(106
|
)
|
|
$
|
(9
|
)
|
|
$
|
100
|
|
FTRs
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
NUG contracts
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
|
|
$
|
239
|
|
|
$
|
(110
|
)
|
|
$
|
(9
|
)
|
|
$
|
120
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(113
|
)
|
|
$
|
106
|
|
|
$
|
7
|
|
|
$
|
—
|
|
FTRs
|
|
(12
|
)
|
|
4
|
|
|
5
|
|
|
(3
|
)
|
||||
NUG contracts
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
||||
|
|
$
|
(347
|
)
|
|
$
|
110
|
|
|
$
|
12
|
|
|
$
|
(225
|
)
|
|
Purchases
|
|
Sales
|
|
Net
|
|
Units
|
|||
|
(In millions)
|
|||||||||
Power Contracts
|
21
|
|
|
33
|
|
|
(12
|
)
|
|
MWH
|
FTRs
|
43
|
|
|
—
|
|
|
43
|
|
|
MWH
|
NUGs
|
6
|
|
|
—
|
|
|
6
|
|
|
MWH
|
Natural Gas
|
40
|
|
|
—
|
|
|
40
|
|
|
mmBTU
|
|
|
Year Ended December 31
|
||||||||||||||
Derivatives Not in a Hedging Relationship with Regulatory Offset
|
|
NUGs
|
|
LCAPP
(1)
|
|
Regulated FTRs
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Outstanding net liability as of January 1, 2014
|
|
$
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(202
|
)
|
Unrealized gain (loss)
|
|
(1
|
)
|
|
—
|
|
|
13
|
|
|
12
|
|
||||
Purchases
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||
Settlements
|
|
52
|
|
|
—
|
|
|
(13
|
)
|
|
39
|
|
||||
Outstanding net asset (liability) as of December 31, 2014
|
|
$
|
(151
|
)
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
(140
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding net liability as of January 1, 2013
|
|
$
|
(254
|
)
|
|
$
|
(144
|
)
|
|
$
|
—
|
|
|
$
|
(398
|
)
|
Unrealized gain (loss)
|
|
(23
|
)
|
|
(22
|
)
|
|
4
|
|
|
(41
|
)
|
||||
Purchases
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Terminations
|
|
—
|
|
|
166
|
|
|
—
|
|
|
166
|
|
||||
Settlements
|
|
75
|
|
|
—
|
|
|
(1
|
)
|
|
74
|
|
||||
Outstanding net liability as of December 31, 2013
|
|
$
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(202
|
)
|
(1)
|
LCAPP contracts are financially settled agreements associated with capacity in New Jersey. During the fourth quarter of 2013, all LCAPP contracts were terminated after being declared unconstitutional by the U.S. District Court for the District of New Jersey.
|
|
|
Preferred Stock
|
|
Preference Stock
|
||||||||||
|
|
Shares Authorized
|
|
Par Value
|
|
Shares Authorized
|
|
Par Value
|
||||||
FirstEnergy
|
|
5,000,000
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
OE
|
|
6,000,000
|
|
|
$
|
100
|
|
|
8,000,000
|
|
|
no par
|
|
|
OE
|
|
8,000,000
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
Penn
|
|
1,200,000
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
CEI
|
|
4,000,000
|
|
|
no par
|
|
|
3,000,000
|
|
|
no par
|
|
||
TE
|
|
3,000,000
|
|
|
$
|
100
|
|
|
5,000,000
|
|
|
$
|
25
|
|
TE
|
|
12,000,000
|
|
|
$
|
25
|
|
|
|
|
|
|||
JCP&L
|
|
15,600,000
|
|
|
no par
|
|
|
|
|
|
||||
ME
|
|
10,000,000
|
|
|
no par
|
|
|
|
|
|
||||
PN
|
|
11,435,000
|
|
|
no par
|
|
|
|
|
|
||||
MP
|
|
940,000
|
|
|
$
|
100
|
|
|
|
|
|
|||
PE
|
|
10,000,000
|
|
|
$
|
0.01
|
|
|
|
|
|
|||
WP
|
|
32,000,000
|
|
|
no par
|
|
|
|
|
|
|
|
As of December 31, 2014
|
|
As of December 31
|
||||||||
(Dollar amounts in millions)
|
|
Maturity Date
|
|
Interest Rate
|
|
2014
|
|
2013
|
||||
FirstEnergy:
|
|
|
|
|
|
|
|
|
||||
FMBs
|
|
2015 - 2044
|
|
3.340% - 9.740%
|
|
$
|
3,190
|
|
|
$
|
3,166
|
|
Secured notes - fixed rate
|
|
2015 - 2037
|
|
0.000% - 7.880%
|
|
1,793
|
|
|
1,804
|
|
||
Unsecured notes - fixed rate
|
|
2015 - 2044
|
|
2.150% - 7.700%
|
|
13,532
|
|
|
11,076
|
|
||
Unsecured notes - variable rate
|
|
2015 - 2019
|
|
0.030% - 1.920%
|
|
1,292
|
|
|
959
|
|
||
Total unsecured notes
|
|
|
|
|
|
14,824
|
|
|
12,035
|
|
||
Capital lease obligations
|
|
|
|
|
|
160
|
|
|
188
|
|
||
Unamortized debt premiums (discounts)
|
|
|
|
|
|
(8
|
)
|
|
9
|
|
||
Unamortized fair value adjustments
|
|
|
|
|
|
21
|
|
|
44
|
|
||
Currently payable long-term debt
|
|
|
|
|
|
(804
|
)
|
|
(1,415
|
)
|
||
Total long-term debt and other long-term obligations
|
|
|
|
|
|
$
|
19,176
|
|
|
$
|
15,831
|
|
|
|
|
|
|
|
|
|
|
||||
FES:
|
|
|
|
|
|
|
|
|
||||
Secured notes - fixed rate
|
|
2015 - 2017
|
|
0.000% - 12.000%
|
|
$
|
126
|
|
|
$
|
188
|
|
Unsecured notes - fixed rate
|
|
2015 - 2039
|
|
2.150% - 6.800%
|
|
2,879
|
|
|
2,077
|
|
||
Unsecured notes - variable rate
|
|
2015 - 2015
|
|
0.030% - 0.050%
|
|
92
|
|
|
736
|
|
||
Total unsecured notes
|
|
|
|
|
|
2,971
|
|
|
2,813
|
|
||
Capital lease obligations
|
|
|
|
|
|
18
|
|
|
22
|
|
||
Unamortized debt discounts
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
||
Currently payable long-term debt
|
|
|
|
|
|
(506
|
)
|
|
(892
|
)
|
||
Total long-term debt and other long-term obligations
|
|
|
|
|
|
$
|
2,608
|
|
|
$
|
2,130
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
2015
|
|
$
|
769
|
|
|
$
|
501
|
|
2016
|
|
1,241
|
|
|
416
|
|
||
2017
|
|
1,641
|
|
|
163
|
|
||
2018
|
|
1,687
|
|
|
501
|
|
||
2019
|
|
2,266
|
|
|
322
|
|
Year
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
2015
|
|
$
|
405
|
|
|
$
|
405
|
|
2016
|
|
391
|
|
|
391
|
|
||
2017
|
|
130
|
|
|
130
|
|
||
2018
|
|
359
|
|
|
359
|
|
||
2019
|
|
232
|
|
|
232
|
|
|
|
Aggregate LOC Amount
(1)
|
|
Annual Fees
|
|
||
|
|
(In millions)
|
|
|
|
||
FirstEnergy
|
|
$
|
93
|
|
|
1.65%
|
|
FES
|
|
93
|
|
|
1.65%
|
|
(1)
|
Includes approximately
$1 million
of applicable interest
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy
(1)
|
|
Revolving
|
|
March 2019
|
|
$
|
3,500
|
|
|
$
|
1,469
|
|
FES / AE Supply
|
|
Revolving
|
|
March 2019
|
|
1,500
|
|
|
1,435
|
|
||
FET
(2)
|
|
Revolving
|
|
March 2019
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
$
|
6,000
|
|
|
$
|
3,904
|
|
|
|
|
|
Cash
|
|
—
|
|
|
58
|
|
||
|
|
|
|
Total
|
|
$
|
6,000
|
|
|
$
|
3,962
|
|
(1)
|
FE and the Utilities
|
(2)
|
Includes FET, ATSI and TrAIL as subsidiary borrowers
|
Borrower
|
|
Revolving Credit Facility Sub-Limits
|
|
Regulatory and Other Short-Term Debt Limitations
|
|
||||||
|
|
(In millions)
|
|
||||||||
FE
|
|
|
$
|
3,500
|
|
|
|
$
|
—
|
|
(1)
|
FES
|
|
|
1,500
|
|
|
|
—
|
|
(2)
|
||
AE Supply
|
|
|
1,000
|
|
|
|
—
|
|
(2)
|
||
FET
|
|
|
1,000
|
|
|
|
—
|
|
(1)
|
||
OE
|
|
|
500
|
|
|
|
500
|
|
(3)
|
||
CEI
|
|
|
500
|
|
|
|
500
|
|
(3)
|
||
TE
|
|
|
500
|
|
|
|
500
|
|
(3)
|
||
JCP&L
|
|
|
600
|
|
|
|
850
|
|
(3)
|
||
ME
|
|
|
300
|
|
|
|
500
|
|
(3)
|
||
PN
|
|
|
300
|
|
|
|
300
|
|
(3)
|
||
WP
|
|
|
200
|
|
|
|
200
|
|
(3)
|
||
MP
|
|
|
500
|
|
|
|
500
|
|
(3)
|
||
PE
|
|
|
150
|
|
|
|
150
|
|
(3)
|
||
ATSI
|
|
|
500
|
|
|
|
500
|
|
(3)
|
||
Penn
|
|
|
50
|
|
|
|
50
|
|
(3)
|
||
TrAIL
|
|
|
400
|
|
|
|
400
|
|
(3)
|
(1)
|
No limitations.
|
(2)
|
No limitation based upon blanket financing authorization from the FERC under existing market-based rate tariffs.
|
(3)
|
Excluding amounts which may be borrowed under the regulated companies' money pool.
|
|
|
2014
|
|
2013
|
||
FirstEnergy
|
|
1.96
|
%
|
|
1.80
|
%
|
FES
|
|
3.34
|
%
|
|
—
|
%
|
|
|
2014
|
|
2013
|
||||
|
|
(In millions)
|
||||||
FirstEnergy
|
|
$
|
2,341
|
|
|
$
|
2,201
|
|
FES
|
|
$
|
1,365
|
|
|
$
|
1,276
|
|
ARO Reconciliation
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
Balance, January 1, 2013
|
|
$
|
1,599
|
|
|
$
|
965
|
|
Liabilities settled
|
|
(18
|
)
|
|
(18
|
)
|
||
Accretion
|
|
115
|
|
|
71
|
|
||
Revisions in estimated cash flows
|
|
(18
|
)
|
|
(3
|
)
|
||
Balance, December 31, 2013
|
|
$
|
1,678
|
|
|
$
|
1,015
|
|
Liabilities settled
|
|
(9
|
)
|
|
(7
|
)
|
||
Accretion
|
|
113
|
|
|
66
|
|
||
Revisions in estimated cash flows
|
|
(395
|
)
|
|
(233
|
)
|
||
Balance, December 31, 2014
|
|
$
|
1,387
|
|
|
$
|
841
|
|
•
|
Continuing the current base distribution rate freeze through May 31, 2016;
|
•
|
Continues collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
|
•
|
Continuing to provide economic development and assistance to low-income customers for the
two
-year plan period at levels established in the prior ESP;
|
•
|
A
6%
generation rate discount to certain low income customers provided by the Ohio Companies through a bilateral wholesale contract with FES (FES is one of the wholesale suppliers to the Ohio Companies);
|
•
|
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
|
•
|
Continuing Rider DCR that allows continued investment in the distribution system for the benefit of customers;
|
•
|
Continuing commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of costs avoided by customers for certain types of products totals $360 million, subject to the outcome of certain FERC proceedings;
|
•
|
Securing generation supply for a longer period of time by conducting an auction for a
three
-year period rather than a
one
-year period, in each of October 2012 and January 2013, to mitigate any potential price spikes for the Ohio Companies' utility customers who do not switch to a competitive generation supplier; and
|
•
|
Extending the recovery period for costs associated with purchasing RECs mandated by SB221, Ohio's renewable energy and energy efficiency standard, through the end of the new ESP 3 period. This is expected to initially reduce the monthly renewable energy charge for all non-shopping utility customers of the Ohio Companies by spreading out the costs over the entire ESP period.
|
•
|
Continuing a base distribution rate freeze through May 31, 2019;
|
•
|
Continuing collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
|
•
|
Providing economic development and assistance to low-income customers for the three-year plan period;
|
•
|
An Economic Stability Program providing for a retail rate stability rider to flow through charges or credits representing the net result of the costs paid to FES through a proposed 15-year purchase power agreement for the output of Sammis, Davis-Besse and FES’ share of OVEC against the revenues received from selling the output into the PJM markets over the same period;
|
•
|
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
|
•
|
Continuing Rider DCR with increased revenue caps of approximately $30 million per year that allows continued investment supporting the distribution system for the benefit of customers;
|
•
|
A commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of such costs avoided by customers for certain types of products totals $360 million, including appropriately such costs from MISO along with such costs from PJM, subject to the outcome of certain FERC proceedings; and
|
•
|
General updates to electric service regulations and tariffs to reflect regulatory orders, administrative rule changes, and current practices.
|
Collateral Provisions
|
|
FES
|
|
AE Supply
|
|
Utilities
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Split Rating (One rating agency's rating below investment grade)
|
|
$
|
603
|
|
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
657
|
|
BB+/Ba1 Credit Ratings
|
|
$
|
643
|
|
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
697
|
|
Full impact of credit contingent contractual obligations
|
|
$
|
886
|
|
|
$
|
72
|
|
|
$
|
86
|
|
|
$
|
1,044
|
|
FES
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
|
|
(In millions)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Electric sales to affiliates
|
|
$
|
861
|
|
|
$
|
652
|
|
|
$
|
515
|
|
|
Other
|
|
6
|
|
|
6
|
|
|
16
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||
Purchased power from affiliates
|
|
271
|
|
|
486
|
|
|
451
|
|
|
|||
Fuel
|
|
1
|
|
|
—
|
|
|
2
|
|
|
|||
Support services
|
|
619
|
|
|
619
|
|
|
570
|
|
|
|||
Investment Income:
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income from FE
|
|
3
|
|
|
2
|
|
|
2
|
|
|
|||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense to affiliates
|
|
3
|
|
|
4
|
|
|
10
|
|
|
|||
Interest expense to FE
|
|
4
|
|
|
6
|
|
|
1
|
|
|
For the Year Ended December 31, 2014
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
STATEMENTS OF INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
REVENUES
|
|
$
|
5,990
|
|
|
$
|
1,902
|
|
|
$
|
2,172
|
|
|
$
|
(3,920
|
)
|
|
$
|
6,144
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
—
|
|
|
1,055
|
|
|
198
|
|
|
—
|
|
|
1,253
|
|
|||||
Purchased power from affiliates
|
|
3,920
|
|
|
—
|
|
|
271
|
|
|
(3,920
|
)
|
|
271
|
|
|||||
Purchased power from non-affiliates
|
|
2,767
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
2,771
|
|
|||||
Other operating expenses
|
|
790
|
|
|
269
|
|
|
527
|
|
|
49
|
|
|
1,635
|
|
|||||
Pension and OPEB mark-to-market adjustments
|
|
19
|
|
|
90
|
|
|
188
|
|
|
—
|
|
|
297
|
|
|||||
Provision for depreciation
|
|
10
|
|
|
119
|
|
|
193
|
|
|
(3
|
)
|
|
319
|
|
|||||
General taxes
|
|
72
|
|
|
31
|
|
|
25
|
|
|
—
|
|
|
128
|
|
|||||
Total operating expenses
|
|
7,578
|
|
|
1,568
|
|
|
1,402
|
|
|
(3,874
|
)
|
|
6,674
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING INCOME (LOSS)
|
|
(1,588
|
)
|
|
334
|
|
|
770
|
|
|
(46
|
)
|
|
(530
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss on debt redemptions
|
|
(3
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Investment income
|
|
7
|
|
|
8
|
|
|
61
|
|
|
(15
|
)
|
|
61
|
|
|||||
Miscellaneous income, including net income from equity investees
|
|
786
|
|
|
4
|
|
|
—
|
|
|
(784
|
)
|
|
6
|
|
|||||
Interest expense — affiliates
|
|
(12
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
15
|
|
|
(7
|
)
|
|||||
Interest expense — other
|
|
(53
|
)
|
|
(101
|
)
|
|
(52
|
)
|
|
60
|
|
|
(146
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
4
|
|
|
30
|
|
|
—
|
|
|
34
|
|
|||||
Total other income (expense)
|
|
725
|
|
|
(92
|
)
|
|
33
|
|
|
(724
|
)
|
|
(58
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (BENEFITS)
|
|
(863
|
)
|
|
242
|
|
|
803
|
|
|
(770
|
)
|
|
(588
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME TAXES (BENEFITS)
|
|
(619
|
)
|
|
87
|
|
|
298
|
|
|
6
|
|
|
(228
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
|
(244
|
)
|
|
155
|
|
|
505
|
|
|
(776
|
)
|
|
(360
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations (net of income taxes of $70)
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS)
|
|
$
|
(244
|
)
|
|
$
|
271
|
|
|
$
|
505
|
|
|
$
|
(776
|
)
|
|
$
|
(244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS)
|
|
$
|
(244
|
)
|
|
$
|
271
|
|
|
$
|
505
|
|
|
$
|
(776
|
)
|
|
$
|
(244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and OPEB prior service costs
|
|
(6
|
)
|
|
(5
|
)
|
|
—
|
|
|
5
|
|
|
(6
|
)
|
|||||
Amortized gain on derivative hedges
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Change in unrealized gain on available-for-sale securities
|
|
21
|
|
|
—
|
|
|
21
|
|
|
(21
|
)
|
|
21
|
|
|||||
Other comprehensive income (loss)
|
|
5
|
|
|
(5
|
)
|
|
21
|
|
|
(16
|
)
|
|
5
|
|
|||||
Income tax benefits on other comprehensive income (loss)
|
|
2
|
|
|
(2
|
)
|
|
8
|
|
|
(6
|
)
|
|
2
|
|
|||||
Other comprehensive income (loss), net of tax
|
|
3
|
|
|
(3
|
)
|
|
13
|
|
|
(10
|
)
|
|
3
|
|
|||||
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
(241
|
)
|
|
$
|
268
|
|
|
$
|
518
|
|
|
$
|
(786
|
)
|
|
$
|
(241
|
)
|
For the Year Ended December 31, 2013
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
REVENUES
|
|
$
|
6,068
|
|
|
$
|
2,399
|
|
|
$
|
1,634
|
|
|
$
|
(3,928
|
)
|
|
$
|
6,173
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
—
|
|
|
1,056
|
|
|
206
|
|
|
—
|
|
|
1,262
|
|
|||||
Purchased power from affiliates
|
|
4,148
|
|
|
—
|
|
|
266
|
|
|
(3,928
|
)
|
|
486
|
|
|||||
Purchased power from non-affiliates
|
|
2,326
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
2,333
|
|
|||||
Other operating expenses
|
|
635
|
|
|
275
|
|
|
529
|
|
|
48
|
|
|
1,487
|
|
|||||
Pension and OPEB mark-to-market adjustments
|
|
(8
|
)
|
|
(37
|
)
|
|
(36
|
)
|
|
—
|
|
|
(81
|
)
|
|||||
Provision for depreciation
|
|
6
|
|
|
127
|
|
|
178
|
|
|
(5
|
)
|
|
306
|
|
|||||
General taxes
|
|
80
|
|
|
34
|
|
|
24
|
|
|
—
|
|
|
138
|
|
|||||
Total operating expenses
|
|
7,187
|
|
|
1,462
|
|
|
1,167
|
|
|
(3,885
|
)
|
|
5,931
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING INCOME (LOSS)
|
|
(1,119
|
)
|
|
937
|
|
|
467
|
|
|
(43
|
)
|
|
242
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss on debt redemptions
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|||||
Investment income
|
|
5
|
|
|
1
|
|
|
25
|
|
|
(15
|
)
|
|
16
|
|
|||||
Miscellaneous income, including net income from equity investees
|
|
846
|
|
|
24
|
|
|
—
|
|
|
(842
|
)
|
|
28
|
|
|||||
Interest expense — affiliates
|
|
(13
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
14
|
|
|
(10
|
)
|
|||||
Interest expense — other
|
|
(63
|
)
|
|
(104
|
)
|
|
(54
|
)
|
|
61
|
|
|
(160
|
)
|
|||||
Capitalized interest
|
|
1
|
|
|
2
|
|
|
36
|
|
|
—
|
|
|
39
|
|
|||||
Total other income (expense)
|
|
673
|
|
|
(82
|
)
|
|
1
|
|
|
(782
|
)
|
|
(190
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(446
|
)
|
|
855
|
|
|
468
|
|
|
(825
|
)
|
|
52
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME TAXES (BENEFITS)
|
|
(506
|
)
|
|
365
|
|
|
135
|
|
|
12
|
|
|
6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME FROM CONTINUING OPERATIONS
|
|
60
|
|
|
490
|
|
|
333
|
|
|
(837
|
)
|
|
46
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations (net of income taxes of $8)
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
|
$
|
60
|
|
|
$
|
504
|
|
|
$
|
333
|
|
|
$
|
(837
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
|
$
|
60
|
|
|
$
|
504
|
|
|
$
|
333
|
|
|
$
|
(837
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and OPEB prior service costs
|
|
(15
|
)
|
|
(13
|
)
|
|
—
|
|
|
13
|
|
|
(15
|
)
|
|||||
Amortized gain on derivative hedges
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Change in unrealized gain on available-for-sale securities
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
|
(8
|
)
|
|||||
Other comprehensive loss
|
|
(29
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
21
|
|
|
(29
|
)
|
|||||
Income tax benefits on other comprehensive income
|
|
(11
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
8
|
|
|
(11
|
)
|
|||||
Other comprehensive loss, net of tax
|
|
(18
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
13
|
|
|
(18
|
)
|
|||||
COMPREHENSIVE INCOME
|
|
$
|
42
|
|
|
$
|
496
|
|
|
$
|
328
|
|
|
$
|
(824
|
)
|
|
$
|
42
|
|
For the Year Ended December 31, 2012
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
REVENUES
|
|
$
|
5,804
|
|
|
$
|
2,100
|
|
|
$
|
1,895
|
|
|
$
|
(3,905
|
)
|
|
$
|
5,894
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
—
|
|
|
1,077
|
|
|
210
|
|
|
—
|
|
|
1,287
|
|
|||||
Purchased power from affiliates
|
|
4,098
|
|
|
—
|
|
|
258
|
|
|
(3,905
|
)
|
|
451
|
|
|||||
Purchased power from non-affiliates
|
|
1,881
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
1,887
|
|
|||||
Other operating expenses
|
|
434
|
|
|
334
|
|
|
539
|
|
|
49
|
|
|
1,356
|
|
|||||
Pension and OPEB mark-to-market adjustments
|
|
(2
|
)
|
|
52
|
|
|
116
|
|
|
—
|
|
|
166
|
|
|||||
Provision for depreciation
|
|
4
|
|
|
116
|
|
|
157
|
|
|
(5
|
)
|
|
272
|
|
|||||
General taxes
|
|
79
|
|
|
36
|
|
|
21
|
|
|
—
|
|
|
136
|
|
|||||
Total operating expenses
|
|
6,494
|
|
|
1,621
|
|
|
1,301
|
|
|
(3,861
|
)
|
|
5,555
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING INCOME (LOSS)
|
|
(690
|
)
|
|
479
|
|
|
594
|
|
|
(44
|
)
|
|
339
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income
|
|
2
|
|
|
15
|
|
|
67
|
|
|
(18
|
)
|
|
66
|
|
|||||
Miscellaneous income, including net income from equity investees
|
|
1,284
|
|
|
20
|
|
|
—
|
|
|
(1,269
|
)
|
|
35
|
|
|||||
Interest expense — affiliates
|
|
(18
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
19
|
|
|
(10
|
)
|
|||||
Interest expense — other
|
|
(93
|
)
|
|
(110
|
)
|
|
(50
|
)
|
|
62
|
|
|
(191
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
4
|
|
|
33
|
|
|
—
|
|
|
37
|
|
|||||
Total other income (expense)
|
|
1,175
|
|
|
(78
|
)
|
|
46
|
|
|
(1,206
|
)
|
|
(63
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
485
|
|
|
401
|
|
|
640
|
|
|
(1,250
|
)
|
|
276
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME TAXES (BENEFITS)
|
|
298
|
|
|
(269
|
)
|
|
62
|
|
|
12
|
|
|
103
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME FROM CONTINUING OPERATIONS
|
|
187
|
|
|
670
|
|
|
578
|
|
|
(1,262
|
)
|
|
173
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations (net of income taxes of $8)
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
|
$
|
187
|
|
|
$
|
684
|
|
|
$
|
578
|
|
|
$
|
(1,262
|
)
|
|
$
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
|
$
|
187
|
|
|
$
|
684
|
|
|
$
|
578
|
|
|
$
|
(1,262
|
)
|
|
$
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and OPEB prior service costs
|
|
6
|
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
6
|
|
|||||
Amortized loss on derivative hedges
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Change in unrealized gain on available-for-sale securities
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
(5
|
)
|
|||||
Other comprehensive income (loss)
|
|
(8
|
)
|
|
6
|
|
|
(5
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|||||
Income taxes (benefits) on other comprehensive income (loss)
|
|
(4
|
)
|
|
1
|
|
|
(2
|
)
|
|
1
|
|
|
(4
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
|
(4
|
)
|
|
5
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||||
COMPREHENSIVE INCOME
|
|
$
|
183
|
|
|
$
|
689
|
|
|
$
|
575
|
|
|
$
|
(1,264
|
)
|
|
$
|
183
|
|
For the Year Ended December 31, 2014
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES
|
|
$
|
(600
|
)
|
|
$
|
408
|
|
|
$
|
785
|
|
|
$
|
(22
|
)
|
|
$
|
571
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Financing-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
—
|
|
|
431
|
|
|
447
|
|
|
—
|
|
|
878
|
|
|||||
Short-term borrowings, net
|
|
247
|
|
|
114
|
|
|
—
|
|
|
(361
|
)
|
|
—
|
|
|||||
Equity contribution from parent
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Redemptions and Repayments-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
(1
|
)
|
|
(269
|
)
|
|
(568
|
)
|
|
22
|
|
|
(816
|
)
|
|||||
Short-term borrowings, net
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
(178
|
)
|
|
(301
|
)
|
|||||
Other
|
|
(1
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Net cash provided from (used for) financing activities
|
|
745
|
|
|
264
|
|
|
(246
|
)
|
|
(517
|
)
|
|
246
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property additions
|
|
(8
|
)
|
|
(169
|
)
|
|
(662
|
)
|
|
—
|
|
|
(839
|
)
|
|||||
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|||||
Proceeds from asset sales
|
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|||||
Sales of investment securities held in trusts
|
|
—
|
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|
1,163
|
|
|||||
Purchases of investment securities held in trusts
|
|
—
|
|
|
—
|
|
|
(1,219
|
)
|
|
—
|
|
|
(1,219
|
)
|
|||||
Loans to affiliated companies, net
|
|
(136
|
)
|
|
(815
|
)
|
|
412
|
|
|
539
|
|
|
—
|
|
|||||
Other
|
|
(1
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Net cash used for investing activities
|
|
(145
|
)
|
|
(672
|
)
|
|
(539
|
)
|
|
539
|
|
|
(817
|
)
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
For the Year Ended December 31, 2012
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES
|
|
$
|
(1,063
|
)
|
|
$
|
639
|
|
|
$
|
1,266
|
|
|
$
|
(21
|
)
|
|
$
|
821
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Financing-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
—
|
|
|
351
|
|
|
299
|
|
|
—
|
|
|
650
|
|
|||||
Short-term borrowings, net
|
|
—
|
|
|
260
|
|
|
—
|
|
|
(257
|
)
|
|
3
|
|
|||||
Redemptions and Repayments-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
(1
|
)
|
|
(288
|
)
|
|
(161
|
)
|
|
21
|
|
|
(429
|
)
|
|||||
Short-term borrowings, net
|
|
(707
|
)
|
|
—
|
|
|
(32
|
)
|
|
739
|
|
|
—
|
|
|||||
Common stock dividend payment
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|||||
Other
|
|
(1
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Net cash provided from (used for) financing activities
|
|
(709
|
)
|
|
(1,685
|
)
|
|
103
|
|
|
2,503
|
|
|
212
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property additions
|
|
(14
|
)
|
|
(273
|
)
|
|
(508
|
)
|
|
—
|
|
|
(795
|
)
|
|||||
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
(286
|
)
|
|||||
Proceeds from asset sales
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Sales of investment securities held in trusts
|
|
—
|
|
|
—
|
|
|
1,464
|
|
|
—
|
|
|
1,464
|
|
|||||
Purchases of investment securities held in trusts
|
|
—
|
|
|
—
|
|
|
(1,502
|
)
|
|
—
|
|
|
(1,502
|
)
|
|||||
Loans to affiliated companies, net
|
|
(211
|
)
|
|
1,338
|
|
|
(538
|
)
|
|
(482
|
)
|
|
107
|
|
|||||
Dividends received
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|||||
Other
|
|
(3
|
)
|
|
(40
|
)
|
|
1
|
|
|
—
|
|
|
(42
|
)
|
|||||
Net cash provided from (used for) investing activities
|
|
1,772
|
|
|
1,042
|
|
|
(1,369
|
)
|
|
(2,482
|
)
|
|
(1,037
|
)
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
For the Years Ended December 31,
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive Energy Services
|
|
Corporate/ Other
|
|
Reconciling Adjustments
|
|
Consolidated
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenues
|
|
$
|
9,102
|
|
|
$
|
769
|
|
|
$
|
5,470
|
|
|
$
|
(146
|
)
|
|
$
|
(146
|
)
|
|
$
|
15,049
|
|
Internal revenues
|
|
—
|
|
|
—
|
|
|
819
|
|
|
—
|
|
|
(819
|
)
|
|
—
|
|
||||||
Total revenues
|
|
9,102
|
|
|
769
|
|
|
6,289
|
|
|
(146
|
)
|
|
(965
|
)
|
|
15,049
|
|
||||||
Depreciation
|
|
658
|
|
|
127
|
|
|
387
|
|
|
48
|
|
|
—
|
|
|
1,220
|
|
||||||
Amortization of regulatory assets, net
|
|
1
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Investment income
|
|
56
|
|
|
—
|
|
|
45
|
|
|
11
|
|
|
(40
|
)
|
|
72
|
|
||||||
Interest expense
|
|
589
|
|
|
131
|
|
|
189
|
|
|
168
|
|
|
(4
|
)
|
|
1,073
|
|
||||||
Income taxes (benefits)
|
|
227
|
|
|
121
|
|
|
(226
|
)
|
|
(175
|
)
|
|
11
|
|
|
(42
|
)
|
||||||
Income (loss) from continuing operations
|
|
465
|
|
|
223
|
|
|
(423
|
)
|
|
(52
|
)
|
|
—
|
|
|
213
|
|
||||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||
Net income (loss)
|
|
465
|
|
|
223
|
|
|
(337
|
)
|
|
(52
|
)
|
|
—
|
|
|
299
|
|
||||||
Total assets
|
|
28,232
|
|
|
6,352
|
|
|
16,743
|
|
|
839
|
|
|
—
|
|
|
52,166
|
|
||||||
Total goodwill
|
|
5,092
|
|
|
526
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
6,418
|
|
||||||
Property additions
|
|
972
|
|
|
1,329
|
|
|
939
|
|
|
72
|
|
|
—
|
|
|
3,312
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenues
|
|
$
|
8,720
|
|
|
$
|
731
|
|
|
$
|
5,728
|
|
|
$
|
(121
|
)
|
|
$
|
(166
|
)
|
|
$
|
14,892
|
|
Internal revenues
|
|
—
|
|
|
—
|
|
|
770
|
|
|
—
|
|
|
(770
|
)
|
|
—
|
|
||||||
Total revenues
|
|
8,720
|
|
|
731
|
|
|
6,498
|
|
|
(121
|
)
|
|
(936
|
)
|
|
14,892
|
|
||||||
Depreciation
|
|
606
|
|
|
114
|
|
|
439
|
|
|
43
|
|
|
—
|
|
|
1,202
|
|
||||||
Amortization of regulatory assets, net
|
|
529
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
539
|
|
||||||
Investment income
|
|
57
|
|
|
—
|
|
|
11
|
|
|
9
|
|
|
(44
|
)
|
|
33
|
|
||||||
Interest expense
|
|
543
|
|
|
93
|
|
|
222
|
|
|
148
|
|
|
10
|
|
|
1,016
|
|
||||||
Income taxes (benefits)
|
|
301
|
|
|
129
|
|
|
(141
|
)
|
|
(104
|
)
|
|
10
|
|
|
195
|
|
||||||
Income (loss) from continuing operations
|
|
501
|
|
|
214
|
|
|
(237
|
)
|
|
(103
|
)
|
|
—
|
|
|
375
|
|
||||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Net income (loss)
|
|
501
|
|
|
214
|
|
|
(220
|
)
|
|
(103
|
)
|
|
—
|
|
|
392
|
|
||||||
Total assets
|
|
27,683
|
|
|
5,247
|
|
|
16,782
|
|
|
712
|
|
|
—
|
|
|
50,424
|
|
||||||
Total goodwill
|
|
5,092
|
|
|
526
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
6,418
|
|
||||||
Property additions
|
|
1,272
|
|
|
461
|
|
|
827
|
|
|
78
|
|
|
—
|
|
|
2,638
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenues
|
|
$
|
9,047
|
|
|
$
|
735
|
|
|
$
|
5,778
|
|
|
$
|
(119
|
)
|
|
$
|
(188
|
)
|
|
$
|
15,253
|
|
Internal revenues
|
|
—
|
|
|
—
|
|
|
866
|
|
|
—
|
|
|
(864
|
)
|
|
2
|
|
||||||
Total revenues
|
|
9,047
|
|
|
735
|
|
|
6,644
|
|
|
(119
|
)
|
|
(1,052
|
)
|
|
15,255
|
|
||||||
Depreciation
|
|
558
|
|
|
114
|
|
|
409
|
|
|
38
|
|
|
—
|
|
|
1,119
|
|
||||||
Amortization of regulatory assets, net
|
|
(65
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
||||||
Investment income (loss)
|
|
84
|
|
|
1
|
|
|
66
|
|
|
(5
|
)
|
|
(69
|
)
|
|
77
|
|
||||||
Interest expense
|
|
540
|
|
|
92
|
|
|
284
|
|
|
85
|
|
|
—
|
|
|
1,001
|
|
||||||
Income taxes (benefits)
|
|
295
|
|
|
133
|
|
|
83
|
|
|
(34
|
)
|
|
68
|
|
|
545
|
|
||||||
Income (loss) from continuing operations
|
|
540
|
|
|
226
|
|
|
199
|
|
|
(155
|
)
|
|
(55
|
)
|
|
755
|
|
||||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Net income (loss)
|
|
540
|
|
|
226
|
|
|
215
|
|
|
(155
|
)
|
|
(55
|
)
|
|
771
|
|
||||||
Total assets
|
|
27,150
|
|
|
4,865
|
|
|
18,087
|
|
|
392
|
|
|
—
|
|
|
50,494
|
|
||||||
Total goodwill
|
|
5,025
|
|
|
526
|
|
|
896
|
|
|
—
|
|
|
—
|
|
|
6,447
|
|
||||||
Property additions
|
|
1,074
|
|
|
507
|
|
|
1,014
|
|
|
83
|
|
|
—
|
|
|
2,678
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
Audit Fees
(1)
|
|
Audit-Related Fees
(2)
|
||||||||||||
Company
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(In thousands)
|
||||||||||||||
FES
|
|
$
|
1,700
|
|
|
$
|
1,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FE and other subsidiaries
|
|
6,001
|
|
|
6,101
|
|
|
117
|
|
|
300
|
|
||||
Total FirstEnergy
|
|
$
|
7,701
|
|
|
$
|
7,661
|
|
|
$
|
117
|
|
|
$
|
300
|
|
(1)
|
Professional services rendered for the audits of the Registrants' annual financial statements and reviews of unaudited financial statements included in the Registrants' Quarterly Reports on Form 10-Q and for services in connection with statutory and regulatory filings or engagements, including comfort letters and consents for financings and filings made with the SEC.
|
(2)
|
Professional services rendered in
2014
and
2013
related to additional agreed upon procedures that included the audit of compliance with certain DOE grants, risk assurance and the audit of PE's cost allocation manual.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
||
Exhibit
Number
|
|
|
|
|
|
|
|
|
(B) 10-12
|
|
FirstEnergy Corp. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-12 File No. 333-21011).
|
|
|
|
(B) 10-13
|
|
Deferred Remuneration Plan for Outside Directors of GPU, Inc. as amended and restated effective August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-O, File No. 001-06047).
|
|
|
|
(B) 10-14
|
|
Retirement Plan for Outside Directors of GPU, Inc. as amended and restated as of August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-N, File No. 001-06047).
|
|
|
|
(B) 10-15
|
|
Forms of Estate Enhancement Program Agreements entered into by certain former GPU directors. (incorporated by reference to GPU, Inc. Form 10-K filed March 20, 2000, Exhibit 10-JJ, File No. 001-06047).
|
|
|
|
(B) 10-16
|
|
Stock Option Agreement between FirstEnergy Corp. and an officer dated August 20, 2004. (incorporated by reference to FE’s Form 10-Q filed November 4, 2004, Exhibit 10-42, File No. 333-21011).
|
|
|
|
10-17
|
|
Consent Decree dated March 18, 2005. (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No. 333-21011).
|
|
|
|
(B) 10-18
|
|
Form of 2010-2012 Performance Share Award Agreement effective January 1, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-48, File No. 333-21011).
|
|
|
|
(B) 10-19
|
|
Form of Performance-Adjusted Restricted Stock Unit Award Agreement as of March 8, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-49, File No. 333-21011).
|
|
|
|
(B) 10-20
|
|
Form of Director Indemnification Agreement (incorporated by reference to FE’s 10-Q filed May 7, 2009, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-21
|
|
Form of Management Director Indemnification Agreement (incorporated by reference to FE’s 10-Q filed May 7, 2009, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-22
|
|
FirstEnergy Corp. Change in Control Severance Plan (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.9, File No. 333-21011).
|
|
|
|
(B) 10-23
|
|
Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.2, File No. 21011).
|
|
|
|
(B) 10-24
|
|
Amendment No. 1 to Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-25 File No. 333-21011).
|
|
|
|
(B) 10-25
|
|
Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011).
|
|
|
|
(B) 10-26
|
|
Amendment No. 1 to Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-27 File No. 333-21011).
|
|
|
|
(B) 10-27
|
|
Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011).
|
|
|
|
(B) 10-28
|
|
Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29 File No. 333-21011).
|
|
|
|
(B) 10-29
|
|
Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30 File No. 333-21011).
|
|
|
|
10-30
|
|
Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FE's Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 333-21011).
|
|
|
|
|
||
Exhibit
Number
|
|
|
|
|
|
10-31
|
|
Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.2, File No. 333-21011).
|
|
|
|
10-32
|
|
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed May 13, 2013, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-33
|
|
Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 10-Q filed November 5, 2013, Exhibit 10.1(a), File No. 333-21011).
|
|
|
|
10-34
|
|
Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, May 8, 2013 and October 31, 2013, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed April 4, 2014, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-35
|
|
Employment Agreement between FirstEnergy Corp. and Anthony J. Alexander, dated March 20, 2012. (incorporated by reference to FE's Form 10-Q filed March 31, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-36
|
|
Form of Officer Indemnification Agreement (incorporated by reference to FirstEnergy's Form 8-K filed July 23, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-37
|
|
Amendment No.1 to the FirstEnergy Corp. Change in Control Severance Plan, amended and restated as of September 18, 2012 (incorporated by reference to FE's Form 10-Q filed November 8, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-38
|
|
U.S. $1,000,000,000 Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-39
|
|
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed May 13, 2013, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-40
|
|
Amendment, dated as of March 31, 2014 to the Credit Agreement, dated as of May 8, 2012, and as amended as of May 8, 2013, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed April 4, 2014, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-41
|
|
Term Loan Credit Agreement, dated as of March 31, 2014, among FE, as borrower, the banks named therein and The Royal Bank of Scotland, plc, as administrative agent (incorporated by reference to FE's Form 8-K filed April 4, 2014, Exhibit 10.4, File No. 333-21011).
|
|
|
|
10-42
|
|
Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FE’s Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-43
|
|
Executive Severance Benefits Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-44 File No. 333-21011).
|
|
|
|
(A)(B) 10-44
|
|
Amendment No. 2 to the FirstEnergy Corp. Change in Control Severance Plan.
|
|
|
|
(A)(B) 10-45
|
|
Amendment No. 1 to the FirstEnergy Corp. Executive Deferred Compensation Plan, dated as of January 23, 2014.
|
|
||
Exhibit
Number
|
|
|
|
|
|
|
|
|
(A)(B) 10-46
|
|
Executive Short-Term Incentive Program.
|
|
|
|
(A)(B) 10-47
|
|
Form of 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement.
|
|
|
|
(A)(B) 10-48
|
|
Form of 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement.
|
|
|
|
(A)(B) 10-49
|
|
Form of Restricted Stock Agreement.
|
|
|
|
(A) 12
|
|
Consolidated ratios of earnings to fixed charges.
|
|
|
|
(A) 21
|
|
List of Subsidiaries of the Registrant at December 31, 2014.
|
|
|
|
(A) 23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
(A) 31-1
|
|
Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
(A) 31-2
|
|
Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
(A) 32
|
|
Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.
|
|
|
|
101
|
|
The following materials from the Annual Report on Form 10-K for First Energy Corp. for the period ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) related notes to these financial statements and (v) document and entity information.
|
|
|
|
†
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
|
(A)
|
|
Provided herein in electronic format as an exhibit.
|
(B)
|
|
Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.
|
3. Exhibits — FES
|
|||
Exhibit
Number
|
|
||
|
|
|
|
3-1
|
|
|
Articles of Incorporation of FirstEnergy Solutions Corp., as amended August 31, 2001. (incorporated by reference to FES’ Form S-4 filed August 6, 2007, Exhibit 3.2, File No. 333-145140-01).
|
|
|
|
|
3-2
|
|
|
Amended and Restated Code of Regulations of FirstEnergy Solutions Corp. effective as of August 26, 2009 (incorporated by reference to FES’ Form 8-K filed August 27, 2009, Exhibit 3.1, File No. 000-53742).
|
|
|
|
|
4-1
|
|
|
Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) to The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(a)
|
First Supplemental Indenture dated as of June 25, 2008 (including Form of First Mortgage Bonds, Guarantee Series A of 2008 due 2009 and Form of First Mortgage Bonds, Guarantee Series B of 2008 due 2009). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(a), File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(b)
|
Second Supplemental Indenture dated as of March 1, 2009 (including Form of First Mortgage Bonds, Guarantee Series A of 2009 due 2014 and Form of First Mortgage Bonds, Guarantee Series B of 2009 due 2023). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(b), File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(c)
|
Third Supplemental Indenture dated as of March 31, 2009 (including Form of First Mortgage Bonds, Collateral Series A of 2009 due 2011). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(c), File No. 333-145140-01).
|
|
|
|
|
|
|||
Exhibit
Number
|
|
||
|
|
|
|
4-1
|
|
(d)
|
Fourth Supplemental Indenture, dated as of June 15, 2009 (including Form of First Mortgage Bonds, Guarantee Series C of 2009 due 2018, Form of First Mortgage Bonds, Guarantee Series D of 2009 due 2029, Form of First Mortgage Bonds, Guarantee Series E of 2009 due 2029, Form of First Mortgage Bonds, Collateral Series B of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series C of 2009 due 2011). (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.3, File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(e)
|
Fifth Supplemental Indenture, dated as of June 30, 2009 (including Form of First Mortgage Bonds, Guarantee Series F of 2009 due 2047, Form of First Mortgage Bonds, Guarantee Series G of 2009 due 2018 and Form of First Mortgage Bonds, Guarantee Series H of 2009 due 2018). (incorporated by reference to FES’ Form 8-K filed July 6, 2009, Exhibit 4.2, File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(f)
|
Sixth Supplemental Indenture, dated as of December 1, 2009 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES’ Form 8-K filed December 4, 2009, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
4-1
|
|
(g)
|
Seventh Supplemental Indenture dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.1(g), File No. 000-53742).
|
|
|
|
|
4-2
|
|
|
Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
4-2
|
|
(a)
|
First Supplemental Indenture, dated as of June 15, 2009 (including Form of First Mortgage Bonds, Guarantee Series A of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series B of 2009 due 2011, Form of First Mortgage Bonds, Collateral Series A of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series B of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series C of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series D of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series E of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series F of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series G of 2009 due 2011). (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.2(i), File No. 333-145140-01).
|
|
|
|
|
4-2
|
|
(b)
|
Second Supplemental Indenture, dated as of June 30, 2009 (including Form of First Mortgage Bonds, Guarantee Series C of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series D of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series E of 2009 due 2033, Form of First Mortgage Bonds, Collateral Series H of 2009 due 2011, Form of First Mortgage Bonds, Collateral Series I of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series J of 2009 due 2010). (incorporated by reference to FES’ Form 8-K filed July 6, 2009, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
4-2
|
|
(c)
|
Third Supplemental Indenture, dated as of December 1, 2009 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012). (incorporated by reference to FES’ Form 8-K filed December 4, 2009, Exhibit 4.1, File No. 000-53742).
|
|
|
|
|
4-2
|
|
(d)
|
Fourth Supplemental Indenture, dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.2(d), File No. 000-53742).
|
|
|
|
|
4-3
|
|
|
Indenture, dated as of August 1, 2009, between FirstEnergy Solutions Corp. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to FES’ Form 8-K filed August 7, 2009, Exhibit 4.1, File No. 000-53742).
|
|
|
|
|
4-3
|
|
(a)
|
First Supplemental Indenture, dated as of August 1, 2009 (including Form of 4.80% Senior Notes due 2015, Form of 6.05% Senior Notes due 2021 and Form of 6.80% Senior Notes due 2039). (incorporated by reference to FES’ Form 8-K filed August 7, 2009, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
10-1
|
|
|
Form of 6.85% Exchange Certificate due 2034. (incorporated by reference to FES’ Form S-4 filed August 6, 2007, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
10-2
|
|
|
Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-9, File No. 333-21011).
|
|
|
|
|
10-3
|
|
|
Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between the applicable Lessor and The Bank of New York Trust Company, N.A., as Indenture Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-3, File No. 333-21011).
|
|
|
|
|
10-4
|
|
|
6.85% Lessor Note due 2034. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-3, File No. 333-21011).
|
|
|
|
|
|
|||
Exhibit
Number
|
|
||
|
|
|
|
10-5
|
|
|
Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), as Lessee, FirstEnergy Solutions Corp., as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-1, File No. 333-21011).
|
|
|
|
|
10-6
|
|
|
Trust Agreement, dated as of June 26, 2007, between the applicable Owner Participant and U.S. Bank Trust National Association, as Owner Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-2, File No. 333-21011).
|
|
|
|
|
10-7
|
|
|
Pass Through Trust Agreement, dated as of June 26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), FirstEnergy Solutions Corp., and The Bank of New York Trust Company, N.A., as Pass Through Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-12, File No. 333-21011).
|
|
|
|
|
10-8
|
|
|
Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-5, File No. 333-21011).
|
|
|
|
|
10-9
|
|
|
Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-6, File No. 333-21011).
|
|
|
|
|
10-10
|
|
|
Site Lease, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-7, File No. 333-21011).
|
|
|
|
|
10-11
|
|
|
Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-8, File No. 333-21011).
|
|
|
|
|
10-12
|
|
|
Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-10, File No. 333-21011).
|
|
|
|
|
10-13
|
|
|
Second Amendment to the Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), The Cleveland Electric Illuminating Company and The Toledo Edison Company. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-11, File No. 333-21011).
|
|
|
|
|
10-14
|
|
|
Guaranty, dated as of March 26, 2007, by FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.39, File No. 333-145140-01).
|
|
|
|
|
10-15
|
|
|
Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.40, File No. 333-145140-01).
|
|
|
|
|
10-16
|
|
|
Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.41, File No. 333-145140-01).
|
|
|
|
|
10-17
|
|
|
Guaranty, dated as of March 26, 2007, by FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.42, File No. 333-145140-01).
|
|
|
|
|
(B) 10-18
|
|
|
Form of Trust Indenture dated as of December 1, 2005 between Ohio Water Development Authority and JP Morgan Trust Company, as Trustee, related to issuance of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) pollution control revenue refunding bonds. (incorporated by reference to FE’s Form 10-K filed March 2, 2006, Exhibit 10-59, File No. 333-21011).
|
|
|
|
|
(B) 10-19
|
|
|
Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2005. (incorporated by reference to FE’s Form 10-K filed March 2, 2006, Exhibit 10-63, File No. 333-21011).
|
|
|
|
|
(C) 10-20
|
|
|
Form of Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FE’s Form 10-Q filed May 9, 2006, Exhibit 10-3, File No. 333-21011).
|
|
|
|
|
|
|||
Exhibit
Number
|
|
||
|
|
|
|
(C) 10-21
|
|
|
Form of Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) dated as of April 1, 2006. (incorporated by reference to FE’s Form 10-Q filed May 9, 2006, Exhibit 10-4, File No. 333-21011).
|
|
|
|
|
(D) 10-22
|
|
|
Form of Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project). (incorporated by reference to FE’s Form 10-K filed February 28, 2007, Exhibit 10-77, File No. 333-21011).
|
|
|
|
|
(D) 10-23
|
|
|
Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) dated as of December 1, 2006. (incorporated by reference to FE’s Form 10-K filed February 28, 2007, Exhibit 10-80, File No. 333-21011).
|
|
|
|
|
(B) 10-24
|
|
|
First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Water Development Authority, as issuer, and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Generation Corp.). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.1, File No. 000-53742).
|
|
|
|
|
(B) 10-25
|
|
|
First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Air Quality Development Authority, as issuer, and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.2, File No. 000-53742).
|
|
|
|
|
10-26
|
|
|
First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (FirstEnergy Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Generation Corp. (incorporated by reference to FES’ Form 10-Q filed August 7, 2012, Exhibit 10.1, File No. 000-53742).
|
|
|
|
|
10-27
|
|
|
First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), dated as of April 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.2, File No. 000-53742).
|
|
|
|
|
10-28
|
|
|
First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Nuclear Generation, LLC (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.3, File No. 000-53742).
|
|
|
|
|
10-29
|
|
|
First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Nuclear Generation, LLC (f/k/a (FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.4, File No. 000-53742).
|
|
|
|
|
10-30
|
|
|
Credit Agreement, dated as of June 17, 2011, among FirstEnergy Solutions Corp., and Allegheny Energy Supply Company, LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FES' Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 000-53742).
|
|
|
|
|
10-31
|
|
|
Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Solutions Corp., and Allegheny Energy Supply Company, LLC, as borrowers, JP Morgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 000-53742).
|
|
|
|
|
10-32
|
|
|
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 8-K filed May 13, 2013, Exhibit 10.2, File No. 000-53742).
|
|
|
|
|
10-33
|
|
|
Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012 and May 8, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 10-Q filed November 5, 2013, Exhibit 10.1(b), File No. 000-53742).
|
|
|
|
|
|
|||
Exhibit
Number
|
|
||
|
|
|
|
10-34
|
|
|
Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011, May 8, 2012 and May 8, 2013 and October 31, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES’ Form 8-K filed April 4, 2014, Exhibit 10.2, File No. 000-53742).
|
|
|
|
|
(A) 31-1
|
|
|
Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
|
(A) 31-2
|
|
|
Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
|
(A) 32
|
|
|
Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.
|
|
|
|
|
101
|
|
|
The following materials from the Annual Report on Form 10-K for FirstEnergy Solutions Corp. for the period ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) related notes to these financial statements and (v) document and entity information.
|
|
|
|
|
(A)
|
|
|
Provided herein in electronic format as an exhibit.
|
|
|
|
|
(B)
|
|
|
Four substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to four other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, the Ohio Air Quality Authority and Beaver County Industrial Development Authority, Pennsylvania, relating to pollution control notes of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).
|
|
|
|
|
(C)
|
|
|
Three substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to three other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority and the Beaver County Industrial Development Authority relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).
|
|
|
|
|
(D)
|
|
|
Seven substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to one other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, three other series of pollution control bonds issued by the Ohio Air Quality Development Authority and the three other series of pollution control bonds issued by the Beaver County Industrial Development Authority, relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Beginning Balance
|
|
Charged to Income
|
|
Charged to Other Accounts
|
(1)
|
Deductions
|
(2)
|
Ending Balance
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
51,630
|
|
|
$
|
90,144
|
|
|
$
|
36,373
|
|
|
$
|
118,881
|
|
|
$
|
59,266
|
|
— other
|
|
$
|
2,976
|
|
|
$
|
3,469
|
|
|
$
|
8,264
|
|
|
$
|
9,512
|
|
|
$
|
5,197
|
|
Loss carryforward tax valuation reserve
|
|
$
|
125,360
|
|
|
$
|
48,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174,004
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
40,354
|
|
|
$
|
68,733
|
|
|
$
|
39,775
|
|
|
$
|
97,232
|
|
|
$
|
51,630
|
|
— other
|
|
$
|
4,013
|
|
|
$
|
(1,464
|
)
|
|
$
|
5,208
|
|
|
$
|
4,781
|
|
|
$
|
2,976
|
|
Loss carryforward tax valuation reserve
|
|
$
|
101,697
|
|
|
$
|
23,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,360
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
37,303
|
|
|
$
|
84,026
|
|
|
$
|
36,686
|
|
|
$
|
117,661
|
|
|
$
|
40,354
|
|
— other
|
|
$
|
3,447
|
|
|
$
|
4,328
|
|
|
$
|
203
|
|
|
$
|
3,965
|
|
|
$
|
4,013
|
|
Loss carryforward tax valuation reserve
|
|
$
|
34,236
|
|
|
$
|
67,461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101,697
|
|
(1)
|
Represents recoveries and reinstatements of accounts previously written off.
|
(2)
|
Represents the write-off of accounts considered to be uncollectible.
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Beginning Balance
|
|
Charged to Income
|
|
Charged to Other Accounts
|
(1)
|
Deductions
|
(2)
|
Ending Balance
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
11,073
|
|
|
$
|
21,942
|
|
|
$
|
—
|
|
|
$
|
15,153
|
|
|
$
|
17,862
|
|
— other
|
|
$
|
2,523
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
2,500
|
|
Loss carryforward tax valuation reserve
|
|
$
|
26,875
|
|
|
$
|
5,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,126
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
16,188
|
|
|
$
|
14,294
|
|
|
$
|
—
|
|
|
$
|
19,409
|
|
|
$
|
11,073
|
|
— other
|
|
$
|
2,500
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
2,523
|
|
Loss carryforward tax valuation reserve
|
|
$
|
15,810
|
|
|
$
|
11,065
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,875
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
16,441
|
|
|
$
|
10,410
|
|
|
$
|
—
|
|
|
$
|
10,663
|
|
|
$
|
16,188
|
|
— other
|
|
$
|
2,500
|
|
|
$
|
1,290
|
|
|
$
|
—
|
|
|
$
|
1,290
|
|
|
$
|
2,500
|
|
Loss carryforward tax valuation reserve
|
|
$
|
11,650
|
|
|
$
|
4,160
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,810
|
|
(1)
|
Represents recoveries and reinstatements of accounts previously written off.
|
(2)
|
Represents the write-off of accounts considered to be uncollectible.
|
|
FIRSTENERGY CORP.
|
|
|
|
BY:
|
/s/ Charles E. Jones
|
|
|
|
Charles E. Jones
|
|
|
|
President and Chief Executive Officer
|
|
/s/ Anthony J. Alexander
|
|
/s/ Charles E. Jones
|
|
Anthony J. Alexander
|
|
Charles E. Jones
|
|
Executive Chairman of the Board
|
|
President and Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
/s/ George M. Smart
|
|
|
|
George M. Smart
|
|
|
|
Lead Independent Director
|
|
|
|
|
|
|
|
/s/ James F. Pearson
|
|
/s/ K. Jon Taylor
|
|
James F. Pearson
|
|
K. Jon Taylor
|
|
Senior Vice President and Chief Financial Officer
|
|
Vice President, Controller and Chief Accounting Officer
|
|
(Principal Financial Officer)
|
|
(Principal Accounting Officer)
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/s/ Paul T. Addison
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/s/ Donald T. Misheff
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Paul T. Addison
|
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Donald T. Misheff
|
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Director
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Director
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/s/ Michael J. Anderson
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/s/ Ernest J. Novak, Jr.
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Michael J. Anderson
|
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Ernest J. Novak, Jr.
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|
Director
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|
Director
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/s/ William T. Cottle
|
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/s/ Christopher D. Pappas
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William T. Cottle
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Christopher D. Pappas
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Director
|
|
Director
|
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/s/ Robert B. Heisler, Jr.
|
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/s/ Catherine A. Rein
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|
Robert B. Heisler, Jr.
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Catherine A. Rein
|
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Director
|
|
Director
|
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/s/ Julia L. Johnson
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/s/ Luis A. Reyes
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Julia L. Johnson
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Luis A. Reyes
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Director
|
|
Director
|
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|
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/s/ Ted J. Kleisner
|
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/s/ Wes M. Taylor
|
|
Ted J. Kleisner
|
|
Wes M. Taylor
|
|
Director
|
|
Director
|
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|
FIRSTENERGY SOLUTIONS CORP.
|
|
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BY:
|
/s/ Donald R. Schneider
|
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Donald R. Schneider
|
|
|
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President
|
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/s/ Donald R. Schneider
|
|
/s/ James F. Pearson
|
|
Donald R. Schneider
|
|
James F. Pearson
|
|
President
|
|
Senior Vice President, Chief Financial Officer and Director
|
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
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/s/ Charles E. Jones
|
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/s/ K. Jon Taylor
|
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Charles E. Jones
|
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K. Jon Taylor
|
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Director
|
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Vice President and Controller
|
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(Principal Accounting Officer)
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/s/ James H. Lash
|
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James H. Lash
|
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Director
|
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(B) 10-11
|
|
FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11 File No. 333-21011).
|
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(B) 10-12
|
|
FirstEnergy Corp. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-12 File No. 333-21011).
|
|
|
|
(B) 10-13
|
|
Deferred Remuneration Plan for Outside Directors of GPU, Inc. as amended and restated effective August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-O, File No. 001-06047).
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(B) 10-14
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Retirement Plan for Outside Directors of GPU, Inc. as amended and restated as of August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-N, File No. 001-06047).
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(B) 10-15
|
|
Forms of Estate Enhancement Program Agreements entered into by certain former GPU directors. (incorporated by reference to GPU, Inc. Form 10-K filed March 20, 2000, Exhibit 10-JJ, File No. 001-06047).
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(B) 10-16
|
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Stock Option Agreement between FirstEnergy Corp. and an officer dated August 20, 2004. (incorporated by reference to FE’s Form 10-Q filed November 4, 2004, Exhibit 10-42, File No. 333-21011).
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10-17
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Consent Decree dated March 18, 2005. (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No. 333-21011).
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(B) 10-18
|
|
Form of 2010-2012 Performance Share Award Agreement effective January 1, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-48, File No. 333-21011).
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(B) 10-19
|
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Form of Performance-Adjusted Restricted Stock Unit Award Agreement as of March 8, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-49, File No. 333-21011).
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|
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(B) 10-20
|
|
Form of Director Indemnification Agreement (incorporated by reference to FE’s 10-Q filed May 7, 2009, Exhibit 10.1, File No. 333-21011).
|
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(B) 10-21
|
|
Form of Management Director Indemnification Agreement (incorporated by reference to FE’s 10-Q filed May 7, 2009, Exhibit 10.2, File No. 333-21011).
|
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(B) 10-22
|
|
FirstEnergy Corp. Change in Control Severance Plan (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.9, File No. 333-21011).
|
|
|
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(B) 10-23
|
|
Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.2, File No. 21011).
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(B) 10-24
|
|
Amendment No. 1 to Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-25 File No. 333-21011).
|
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(B) 10-25
|
|
Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011).
|
|
|
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(B) 10-26
|
|
Amendment No. 1 to Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-27 File No. 333-21011).
|
|
|
|
(B) 10-27
|
|
Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011).
|
|
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(B) 10-28
|
|
Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29 File No. 333-21011).
|
|
|
|
(B) 10-29
|
|
Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30 File No. 333-21011).
|
|
|
|
10-30
|
|
Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FE's Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 333-21011).
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|
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10-31
|
|
Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.2, File No. 333-21011).
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|
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|
10-32
|
|
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed May 13, 2013, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-33
|
|
Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 10-Q filed November 5, 2013, Exhibit 10.1(a), File No. 333-21011).
|
|
|
|
10-34
|
|
Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, May 8, 2013 and October 31, 2013, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed April 4, 2014, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-35
|
|
Employment Agreement between FirstEnergy Corp. and Anthony J. Alexander, dated March 20, 2012. (incorporated by reference to FE's Form 10-Q filed March 31, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-36
|
|
Form of Officer Indemnification Agreement (incorporated by reference to FirstEnergy's Form 8-K filed July 23, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-37
|
|
Amendment No.1 to the FirstEnergy Corp. Change in Control Severance Plan, amended and restated as of September 18, 2012 (incorporated by reference to FE's Form 10-Q filed November 8, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-38
|
|
U.S. $1,000,000,000 Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 333-21011).
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|
|
|
10-39
|
|
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed May 13, 2013, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-40
|
|
Amendment, dated as of March 31, 2014 to the Credit Agreement, dated as of May 8, 2012, and as amended as of May 8, 2013, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed April 4, 2014, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-41
|
|
Term Loan Credit Agreement, dated as of March 31, 2014, among FE, as borrower, the banks named therein and The Royal Bank of Scotland, plc, as administrative agent (incorporated by reference to FE's Form 8-K filed April 4, 2014, Exhibit 10.4, File No. 333-21011).
|
|
|
|
10-42
|
|
Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FE’s Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-43
|
|
Executive Severance Benefits Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-44 File No. 333-21011).
|
|
|
|
(A)(B) 10-44
|
|
Amendment No. 2 to the FirstEnergy Corp. Change in Control Severance Plan.
|
|
|
|
(A)(B) 10-45
|
|
Amendment No. 1 to the FirstEnergy Corp. Executive Deferred Compensation Plan, dated as of January 23, 2014.
|
|
|
|
(A)(B) 10-46
|
|
Executive Short-Term Incentive Program.
|
|
|
|
(A)(B) 10-47
|
|
Form of 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement.
|
|
|
|
(A)(B) 10-48
|
|
Form of 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement.
|
|
|
|
(A)(B) 10-49
|
|
Form of Restricted Stock Agreement.
|
|
|
|
(A) 12
|
|
Consolidated ratios of earnings to fixed charges.
|
|
|
|
(A) 21
|
|
List of Subsidiaries of the Registrant at December 31, 2014.
|
|
|
|
(A) 23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
(A) 31-1
|
|
Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
(A) 31-2
|
|
Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
(A) 32
|
|
Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.
|
|
|
|
101
|
|
The following materials from the Annual Report on Form 10-K for First Energy Corp. for the period ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) related notes to these financial statements and (v) document and entity information.
|
|
|
|
†
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
|
(A)
|
|
Provided herein in electronic format as an exhibit.
|
(B)
|
|
Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.
|
Exhibit
Number |
|
||
|
|
|
|
3-1
|
|
|
Articles of Incorporation of FirstEnergy Solutions Corp., as amended August 31, 2001. (incorporated by reference to FES’ Form S-4 filed August 6, 2007, Exhibit 3.2, File No. 333-145140-01).
|
|
|
|
|
3-2
|
|
|
Amended and Restated Code of Regulations of FirstEnergy Solutions Corp. effective as of August 26, 2009 (incorporated by reference to FES’ Form 8-K filed August 27, 2009, Exhibit 3.1, File No. 000-53742).
|
|
|
|
|
4-1
|
|
|
Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) to The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(a)
|
First Supplemental Indenture dated as of June 25, 2008 (including Form of First Mortgage Bonds, Guarantee Series A of 2008 due 2009 and Form of First Mortgage Bonds, Guarantee Series B of 2008 due 2009). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(a), File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(b)
|
Second Supplemental Indenture dated as of March 1, 2009 (including Form of First Mortgage Bonds, Guarantee Series A of 2009 due 2014 and Form of First Mortgage Bonds, Guarantee Series B of 2009 due 2023). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(b), File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(c)
|
Third Supplemental Indenture dated as of March 31, 2009 (including Form of First Mortgage Bonds, Collateral Series A of 2009 due 2011). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(c), File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(d)
|
Fourth Supplemental Indenture, dated as of June 15, 2009 (including Form of First Mortgage Bonds, Guarantee Series C of 2009 due 2018, Form of First Mortgage Bonds, Guarantee Series D of 2009 due 2029, Form of First Mortgage Bonds, Guarantee Series E of 2009 due 2029, Form of First Mortgage Bonds, Collateral Series B of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series C of 2009 due 2011). (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.3, File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(e)
|
Fifth Supplemental Indenture, dated as of June 30, 2009 (including Form of First Mortgage Bonds, Guarantee Series F of 2009 due 2047, Form of First Mortgage Bonds, Guarantee Series G of 2009 due 2018 and Form of First Mortgage Bonds, Guarantee Series H of 2009 due 2018). (incorporated by reference to FES’ Form 8-K filed July 6, 2009, Exhibit 4.2, File No. 333-145140-01).
|
|
|
|
|
4-1
|
|
(f)
|
Sixth Supplemental Indenture, dated as of December 1, 2009 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES’ Form 8-K filed December 4, 2009, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
4-1
|
|
(g)
|
Seventh Supplemental Indenture dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.1(g), File No. 000-53742).
|
|
|
|
|
4-2
|
|
|
Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
4-2
|
|
(a)
|
First Supplemental Indenture, dated as of June 15, 2009 (including Form of First Mortgage Bonds, Guarantee Series A of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series B of 2009 due 2011, Form of First Mortgage Bonds, Collateral Series A of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series B of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series C of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series D of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series E of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series F of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series G of 2009 due 2011). (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.2(i), File No. 333-145140-01).
|
|
|
|
|
4-2
|
|
(b)
|
Second Supplemental Indenture, dated as of June 30, 2009 (including Form of First Mortgage Bonds, Guarantee Series C of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series D of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series E of 2009 due 2033, Form of First Mortgage Bonds, Collateral Series H of 2009 due 2011, Form of First Mortgage Bonds, Collateral Series I of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series J of 2009 due 2010). (incorporated by reference to FES’ Form 8-K filed July 6, 2009, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
4-2
|
|
(c)
|
Third Supplemental Indenture, dated as of December 1, 2009 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012). (incorporated by reference to FES’ Form 8-K filed December 4, 2009, Exhibit 4.1, File No. 000-53742).
|
|
|
|
|
4-2
|
|
(d)
|
Fourth Supplemental Indenture, dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.2(d), File No. 000-53742).
|
|
|
|
|
4-3
|
|
|
Indenture, dated as of August 1, 2009, between FirstEnergy Solutions Corp. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to FES’ Form 8-K filed August 7, 2009, Exhibit 4.1, File No. 000-53742).
|
|
|
|
|
4-3
|
|
(a)
|
First Supplemental Indenture, dated as of August 1, 2009 (including Form of 4.80% Senior Notes due 2015, Form of 6.05% Senior Notes due 2021 and Form of 6.80% Senior Notes due 2039). (incorporated by reference to FES’ Form 8-K filed August 7, 2009, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
10-1
|
|
|
Form of 6.85% Exchange Certificate due 2034. (incorporated by reference to FES’ Form S-4 filed August 6, 2007, Exhibit 4.1, File No. 333-145140-01).
|
|
|
|
|
10-2
|
|
|
Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-9, File No. 333-21011).
|
|
|
|
|
10-3
|
|
|
Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between the applicable Lessor and The Bank of New York Trust Company, N.A., as Indenture Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-3, File No. 333-21011).
|
|
|
|
|
10-4
|
|
|
6.85% Lessor Note due 2034. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-3, File No. 333-21011).
|
|
|
|
|
10-5
|
|
|
Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), as Lessee, FirstEnergy Solutions Corp., as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-1, File No. 333-21011).
|
|
|
|
|
10-6
|
|
|
Trust Agreement, dated as of June 26, 2007, between the applicable Owner Participant and U.S. Bank Trust National Association, as Owner Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-2, File No. 333-21011).
|
|
|
|
|
10-7
|
|
|
Pass Through Trust Agreement, dated as of June 26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), FirstEnergy Solutions Corp., and The Bank of New York Trust Company, N.A., as Pass Through Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-12, File No. 333-21011).
|
|
|
|
|
10-8
|
|
|
Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-5, File No. 333-21011).
|
|
|
|
|
10-9
|
|
|
Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-6, File No. 333-21011).
|
|
|
|
|
10-10
|
|
|
Site Lease, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-7, File No. 333-21011).
|
|
|
|
|
10-11
|
|
|
Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-8, File No. 333-21011).
|
|
|
|
|
10-12
|
|
|
Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-10, File No. 333-21011).
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10-13
|
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Second Amendment to the Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), The Cleveland Electric Illuminating Company and The Toledo Edison Company. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-11, File No. 333-21011).
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10-14
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Guaranty, dated as of March 26, 2007, by FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.39, File No. 333-145140-01).
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10-15
|
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|
Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.40, File No. 333-145140-01).
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10-16
|
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|
Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.41, File No. 333-145140-01).
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10-17
|
|
|
Guaranty, dated as of March 26, 2007, by FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.42, File No. 333-145140-01).
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(B) 10-18
|
|
|
Form of Trust Indenture dated as of December 1, 2005 between Ohio Water Development Authority and JP Morgan Trust Company, as Trustee, related to issuance of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) pollution control revenue refunding bonds. (incorporated by reference to FE’s Form 10-K filed March 2, 2006, Exhibit 10-59, File No. 333-21011).
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|
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(B) 10-19
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|
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Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2005. (incorporated by reference to FE’s Form 10-K filed March 2, 2006, Exhibit 10-63, File No. 333-21011).
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|
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(C) 10-20
|
|
|
Form of Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FE’s Form 10-Q filed May 9, 2006, Exhibit 10-3, File No. 333-21011).
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|
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(C) 10-21
|
|
|
Form of Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) dated as of April 1, 2006. (incorporated by reference to FE’s Form 10-Q filed May 9, 2006, Exhibit 10-4, File No. 333-21011).
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|
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(D) 10-22
|
|
|
Form of Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project). (incorporated by reference to FE’s Form 10-K filed February 28, 2007, Exhibit 10-77, File No. 333-21011).
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(D) 10-23
|
|
|
Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) dated as of December 1, 2006. (incorporated by reference to FE’s Form 10-K filed February 28, 2007, Exhibit 10-80, File No. 333-21011).
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|
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(B) 10-24
|
|
|
First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Water Development Authority, as issuer, and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Generation Corp.). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.1, File No. 000-53742).
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(B) 10-25
|
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|
First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Air Quality Development Authority, as issuer, and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.2, File No. 000-53742).
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10-26
|
|
|
First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (FirstEnergy Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Generation Corp. (incorporated by reference to FES’ Form 10-Q filed August 7, 2012, Exhibit 10.1, File No. 000-53742).
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10-27
|
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|
First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), dated as of April 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.2, File No. 000-53742).
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10-28
|
|
|
First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Nuclear Generation, LLC (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.3, File No. 000-53742).
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10-29
|
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|
First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Nuclear Generation, LLC (f/k/a (FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.4, File No. 000-53742).
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10-30
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Credit Agreement, dated as of June 17, 2011, among FirstEnergy Solutions Corp., and Allegheny Energy Supply Company, LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FES' Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 000-53742).
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10-31
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Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Solutions Corp., and Allegheny Energy Supply Company, LLC, as borrowers, JP Morgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 000-53742).
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10-32
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Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 8-K filed May 13, 2013, Exhibit 10.2, File No. 000-53742).
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10-33
|
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|
Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012 and May 8, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 10-Q filed November 5, 2013, Exhibit 10.1(b), File No. 000-53742).
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10-34
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Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011, May 8, 2012 and May 8, 2013 and October 31, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES’ Form 8-K filed April 4, 2014, Exhibit 10.2, File No. 000-53742).
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(A) 31-1
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Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
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(A) 31-2
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Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
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(A) 32
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Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.
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101
|
|
|
The following materials from the Annual Report on Form 10-K for FirstEnergy Solutions Corp. for the period ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) related notes to these financial statements and (v) document and entity information.
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(A)
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Provided herein in electronic format as an exhibit.
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(B)
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|
Four substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to four other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, the Ohio Air Quality Authority and Beaver County Industrial Development Authority, Pennsylvania, relating to pollution control notes of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).
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(C)
|
|
|
Three substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to three other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority and the Beaver County Industrial Development Authority relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).
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(D)
|
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|
Seven substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to one other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, three other series of pollution control bonds issued by the Ohio Air Quality Development Authority and the three other series of pollution control bonds issued by the Beaver County Industrial Development Authority, relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).
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1.
|
The definition of “Good Reason” in Article II of the Plan is hereby deleted and replaced with the following:
|
(1)
|
a material diminution in the Participant’s Base Compensation;
|
(2)
|
a material diminution in the Participant’s authority, duties or responsibilities (including, without limitation, the Participant’s reporting relationship);
|
(3)
|
a material change in the geographic location at which the Participant must perform services and, for purposes of this paragraph (3), any reassignment which results in your current residence to your new reporting location being at least fifty (50) miles farther than your current residence to your previous reporting location is considered material; and
|
(4)
|
any other action or inaction that constitutes a material breach by the Company of any employment agreement under which the Participant provides services;
|
(A)
|
the Participant has provided notice to the Company of the existence of one or more of the conditions listed in (1) through (4) above within 90 days after the initial occurrence of such condition or conditions; and
|
(B)
|
such condition or conditions have not been cured by the Company within 30 days after receipt of such notice.”
|
2.
|
The first sentence of Section 3.3(b) of the Plan is hereby amended by deleting the phrase “at a regular meeting held between September 1 and December 31 each year.”
|
3.
|
The first sentence of Section 7.1 of the Plan is hereby deleted and replaced with the following:
|
4.
|
The first sentence of Section 10.1 of the Plan is hereby deleted and replaced with the following:
|
5.
|
Paragraph (d) of Exhibit B of the Plan is hereby deleted in its entirety and replaced with the following:
|
6.
|
Paragraph (d) of Exhibit C of the Plan is hereby deleted in its entirety and replaced with the following:
|
7.
|
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Plan.
|
8.
|
Except as otherwise modified in this Amendment, the Plan shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the Plan, the terms of this Amendment shall control.
|
|
|
FIRSTENERGY CORP
|
|
|
|
By:
|
/s/ Charles E. Jones
|
|
Charles E. Jones
|
|
President and Chief Executive Officer of FirstEnergy
|
|
Corp.
|
1.
|
Section 5.5(a) of the Plan is hereby amended by deleting it in its entirety and replacing it with the following:
|
2.
|
Section 5.5(c) of the Plan is hereby amended by deleting it in its entirety and replacing it with the following:
|
3.
|
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Plan.
|
4.
|
Except as otherwise modified in this Amendment, the Plan shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the Plan, the terms of this Amendment shall control.
|
FIRSTENERGY CORP.
|
|
|
|
By:
|
/s/ James F. Pearson
|
Name:
|
James F. Pearson
|
Title:
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
|
a)
|
5:00 p.m. Akron time on the March
XX
, 2018 (the “Vest Date”);
|
b)
|
The date of the Participant’s death;
|
c)
|
The date that the Participant’s employment is terminated due to Disability; or
|
d)
|
The date of an involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit.
|
•
|
As soon as practicable, but not later than ninety (90) days after
the Vest Date if the payment is on account of: the expiration of the Period of Restriction set forth in paragraph a) of the subsection entitled “Period of Restriction” above; the Participant’s termination of employment upon retirement (which shall mean the Participant’s attainment of age 55 with 10 years of service with the Company or an affiliate and any predecessor thereof); the Participant’s termination of employment due to Disability as set forth in paragraph c) of the subsection entitled “Period of Restriction” above; the Participant’s involuntary termination other than under paragraph d) of the subsection entitled “Period of Restriction” above that occurs under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit; or if the Participant continues to be employed by the Company but ceases to be employed in an executive position during the three-year Period of Restriction; or
|
•
|
As soon as practicable, but not later than ninety (90) days, after the expiration of the Period of Restriction due to the Participant’s death pursuant to paragraph b) of the subsection entitled “Period of Restriction” above; or
|
•
|
On the 90th day after the expiration of the Period of Restriction due to the Participant’s involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control in accordance with, and as described in, paragraph d) of the subsection entitled “Period of Restriction” above.
|
•
|
Termination of employment with the Company for any reason;
provided
,
however
, that no forfeiture shall occur if termination of employment occurs due to the Participant’s involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control and the satisfaction of the conditions as described in paragraph d) of the subsection entitled “Period of Restriction” above; and
further
provided
, that if the conditions
|
•
|
Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate the Restricted Stock Units or the right to receive any payment under the Restricted Stock Units in violation of this Award Agreement.
|
•
|
If the Participant dies, terminates employment as described above or ceases to be employed in an executive position prior to a full month after the Award Date, all Restricted Stock Units earned will be forfeited upon the death or termination.
|
•
|
If the Participant dies, terminates employment as described above or ceases to be employed in an executive position after the lapse of a full month or more after the Award Date, the Participant will be entitled to a prorated number of Restricted Stock Units. The proration will be calculated by multiplying the number of Restricted Stock Units awarded by the number of full months served after the Award Date, divided by thirty-six months. The prorated Restricted Stock Units will then be adjusted upward or downward by the performance factors in accordance with the provisions under the subsection “Performance Adjustment” (as determined by the Committee), except that no adjustment is made upon death. The remaining portion of Restricted Stock Units awarded will be forfeited.
|
1.
|
This Award Agreement is governed by the laws of the State of Ohio without giving effect to the principles of conflicts of laws. By accepting this Award, the Participant agrees to the exclusive jurisdiction of the courts of the United States District Court for the Northern District of Ohio to adjudicate any and all claims brought with respect to the Award.
|
2.
|
The administration of this Award Agreement and the Plan will be performed in accordance with Article 3 of the Plan.
|
3.
|
All interpretations, determinations and decisions made by the Committee, the Board, or any delegate of the Committee as to the provisions of the Plan shall be final, conclusive, and binding on all persons and the Participant agrees to be bound by such interpretations, determinations and decisions.
|
4.
|
The terms of this Award Agreement are governed at all times by the official text of the Plan and in no way alter or modify the Plan.
|
5.
|
If a term is capitalized but not defined in this Award Agreement, it has the meaning given to it in the Plan or on the Award Detail Page (which is a part of this Award Agreement) as the context so requires.
|
6.
|
To the extent a conflict exists between the terms of this Award Agreement and the provisions of the Plan or the Company’s Executive Deferred Compensation Plan (the “EDCP”), the provisions of the Plan or the EDCP, as applicable, shall govern.
|
7.
|
The terms and conditions of this Award may be modified by the Committee:
|
(a)
|
in any case permitted by the terms of the Plan or this Award Agreement;
|
(b)
|
with the written consent of the Participant; or
|
(c)
|
without the consent of the Participant if the amendment is either not materially adverse to the interests of the Participant or is necessary or appropriate in the view of the Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.
|
1.
|
A Participant shall not be treated as having a termination of employment unless the Participant has a “separation from service” as defined in regulations under, and for purposes of, Section 409A.
|
2.
|
If a Participant is a “specified employee,” as determined under the Company’s policy for determining specified employees on the date of a “separation from service,” all payments under this Award Agreement that would otherwise be paid or provided during the first six (6) months following such separation from service (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations, short-term deferrals under Section 1.409A-1(b)(4) of the Treasury Regulations or other payments exempted under the Treasury Regulations for Section 409A) shall be accumulated through and paid or provided
as soon as practicable following the six (6) month anniversary of such separation from service but not later than the end of the taxable year in which the six (6) month anniversary occurs. Notwithstanding the foregoing, payments delayed pursuant to this paragraph shall commence as soon as practicable following the date of death of the Participant prior to the end of the 6 month period but in no event later than ninety (90) days following the date of death.
|
3.
|
Unless otherwise provided for in an arrangement or plan providing an employer severance benefit and notwithstanding any other provision of this Award Agreement, if the Participant is required to execute, submit and not revoke a release of claims against the Company in order to receive the payment of benefits hereunder as a result of the terms of an arrangement or plan providing an employer severance benefit and the period in which to execute, submit and not revoke the release begins in a first taxable year and ends in a second taxable year, any payment to which the Participant would be entitled hereunder will be paid in the second taxable year, but no later than the end of the payment period specified in this Award Agreement.
|
|
|
|
(Date)
|
|
(Signature of Participant)
|
a)
|
5:00 p.m. Akron time on the March
XX
, 2018 (the “Vest Date”);
|
b)
|
The date of the Participant’s death;
|
c)
|
The date that the Participant’s employment is terminated due to Disability; or
|
d)
|
The date of an involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit.
|
•
|
As soon as practicable, but not later than ninety (90) days after
the Vest Date if the payment is on account of: the expiration of the Period of Restriction set forth in paragraph a) of the subsection entitled “Period of Restriction” above; the Participant’s termination of employment upon retirement (which shall mean the Participant’s attainment of age 55 with 10 years of service with the Company or an affiliate and any predecessor thereof); the Participant’s termination of employment due to Disability as set forth in paragraph c) of the subsection entitled “Period of Restriction” above; the Participant’s involuntary termination other than under paragraph d) of the subsection entitled “Period of Restriction” above that occurs under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit; or if the Participant continues to be employed by the Company but ceases to be employed in an executive position during the three-year Period of Restriction; or
|
•
|
As soon as practicable, but not later than ninety (90) days, after the expiration of the Period of Restriction due to the Participant’s death pursuant to paragraph b) of the subsection entitled “Period of Restriction” above; or
|
•
|
On the 90th day after the expiration of the Period of Restriction due to the Participant’s involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control in accordance with, and as described in, paragraph d) of the subsection entitled “Period of Restriction” above.
|
•
|
Termination of employment with the Company for any reason;
provided
,
however
, that no forfeiture shall occur if termination of employment occurs due to the Participant’s involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control and the satisfaction of the conditions as described in paragraph d) of the subsection entitled “Period of Restriction” above; and
further
provided
, that if the conditions of paragraph d) of the subsection entitled “Period of Restriction” above are not met, the Restricted Stock Units and any right under this Award Agreement to receive Shares of common stock or equivalent cash payments will be forfeited.
|
•
|
Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate the Restricted Stock Units or the right to receive the common stock issuable, or cash payable, under the Restricted Stock Units in violation of this Award Agreement.
|
•
|
If the Participant dies, terminates employment as described above or ceases to be employed in an executive position prior to a full month after the Award Date, all Restricted Stock Units earned will be forfeited upon the death or termination.
|
•
|
If the Participant dies, terminates employment as described above or ceases to be employed in an executive position after the lapse of a full month or more after the Award Date, the Participant will be entitled to a prorated number of Restricted Stock Units. The proration will be calculated by multiplying the number of Restricted Stock Units awarded by the number of full months served after the Award Date, divided by thirty-six months. The prorated Restricted Stock Units will then be adjusted upward or downward by the performance factors in accordance with the provisions under the subsection “Performance Adjustment” (as determined by the Committee), except that no adjustment is made upon death. All fractional shares will be rounded up to the next full share. The remaining portion of Restricted Stock Units awarded will be forfeited.
|
1.
|
This Award Agreement is governed by the laws of the State of Ohio without giving effect to the principles of conflicts of laws. By accepting this Award, the Participant agrees to the exclusive jurisdiction of the courts of the United States District Court for the Northern District of Ohio to adjudicate any and all claims brought with respect to the Award.
|
2.
|
The administration of this Award Agreement and the Plan will be performed in accordance with Article 3 of the Plan.
|
3.
|
All interpretations, determinations and decisions made by the Committee, the Board, or any delegate of the Committee as to the provisions of the Plan shall be final, conclusive, and binding on all persons and the Participant agrees to be bound by such interpretations, determinations and decisions.
|
4.
|
The terms of this Award Agreement are governed at all times by the official text of the Plan and in no way alter or modify the Plan.
|
5.
|
If a term is capitalized but not defined in this Award Agreement, it has the meaning given to it in the Plan or on the Award Detail Page (which is a part of this Award Agreement) as the context so requires.
|
6.
|
To the extent a conflict exists between the terms of this Award Agreement and the provisions of the Plan or the Company’s Executive Deferred Compensation Plan (“EDCP”), the provisions of the Plan or the EDCP, as applicable, shall govern.
|
7.
|
The terms and conditions of this Award may be modified by the Committee:
|
(a)
|
in any case permitted by the terms of the Plan or this Award Agreement;
|
(b)
|
with the written consent of the Participant; or
|
(c)
|
without the consent of the Participant if the amendment is either not materially adverse to the interests of the Participant or is necessary or appropriate in the view of the Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.
|
1.
|
A Participant shall not be treated as having a termination of employment unless the Participant has a “separation from service” as defined in regulations under, and for purposes of, Section 409A.
|
2.
|
If a Participant is a “specified employee,” as determined under the Company’s policy for determining specified employees on the date of a “separation from service,” all payments under this Award Agreement that would otherwise be paid or provided during the first six (6) months following such separation from service (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations, short-term deferrals under Section 1.409A-1(b)(4) of the Treasury Regulations or other payments exempted under the Treasury Regulations for Section 409A) shall be accumulated through and paid or provided
as soon as practicable following the six (6) month anniversary of such separation from service but not later than the end of the taxable year in which the six (6) month anniversary occurs. Notwithstanding the foregoing, payments delayed pursuant to this paragraph shall commence as soon as practicable following the date of death of the Participant prior to the end of the 6 month period but in no event later than ninety (90) days following the date of death.
|
3.
|
Unless otherwise provided for in an arrangement or plan providing an employer severance benefit and notwithstanding any other provision of this Award Agreement, if the Participant is required to execute, submit and not revoke a release of claims against the Company in order to receive the payment of benefits hereunder as a result of the terms of an arrangement or plan providing an employer severance benefit and the period in which to execute, submit and not revoke the release begins in a first taxable year and ends in a second taxable year, any payment to which the Participant would be entitled hereunder will be paid in the second taxable year, but no later than the end of the payment period specified in this Award Agreement.
|
|
|
|
(Date)
|
|
(Signature of Participant)
|
a)
|
5:00 p.m. Akron time on [March __, 2018] (the “Vest Date”);
|
b)
|
The date of the Participant's death;
|
c)
|
The date that the Participant’s employment is terminated due to Disability; or
|
d)
|
The date that the Participant is involuntarily terminated under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit.
|
•
|
The Vest Date, if the delivery is on account of paragraph a) of the subsection entitled “Period of Restriction” above; or
|
•
|
As soon as practicable after the Participant’s death, termination due to Disability or involuntary termination in accordance with, and as described in, paragraph b), c), or d) of the subsection entitled “Period of Restriction” above, and subject to the subsection entitled “Forfeiture” below.
|
•
|
Termination of employment with the Company for any reason;
provided
,
however
, that no forfeiture shall occur if termination of employment with the Company is due to death or Disability or due to an involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control under conditions in which the Participant qualifies for and receives an employer severance benefit, if offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit; and
further
provided
, that if the Participant is involuntarily terminated other than in connection with and resulting from a Change in Control as described in the immediately preceding phrase and satisfies the conditions as described in paragraph d) of the subsection entitled “Period of Restriction” above, a prorated portion of the Restricted Stock under this Award Agreement based on the number of months served during the Period of Restriction shall not be forfeited. The proration will be calculated by multiplying the number of shares of Restricted Stock awarded by the number of full months served after the Award Date, divided by the total number of months of the Period of Restriction.
|
•
|
Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate the Restricted Stock or the right to receive the Restricted Stock in violation of this Award Agreement.
|
1.
|
This Award Agreement is governed by the laws of the State of Ohio without giving effect to the principles of the conflicts of laws. By accepting this Award, the Participant agrees to the exclusive jurisdiction of the courts of the United States District Court for the Northern District of Ohio to adjudicate any and all claims brought with respect to the Award.
|
2.
|
The administration of this Award Agreement and the Plan will be performed in accordance with Article 3 of the Plan.
|
3.
|
All interpretations, determinations and decisions made by the Committee, the Board, or any delegate of the Committee as to the provisions of the Plan shall be final, conclusive, and binding on all persons and the Participant agrees to be bound by such interpretations, determinations and decisions.
|
4.
|
The terms of this Award Agreement are governed at all times by the official text of the Plan and in no way alter or modify the Plan.
|
5.
|
If a term is capitalized but not defined in this Award Agreement, it has the meaning given to it in the Plan or on the Award Detail Page (which is a part of this Award Agreement) as the context so requires.
|
6.
|
To the extent a conflict exists between the terms of this Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern.
|
7.
|
The terms and conditions of this Award may be modified by the Committee:
|
(a)
|
in any case permitted by the terms of the Plan or this Award Agreement;
|
(b)
|
with the written consent of the Participant; or
|
(c)
|
without the consent of the Participant if the amendment is either not materially adverse to the interests of the Participant or is necessary or appropriate in the view of the Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.
|
|
|
|
(Date)
|
|
(Signature of Participant)
|
(1)
|
Includes the interest element of rentals where determinable plus 1/3 of rental expense where no readily defined interest element can be determined.
|
FIRSTENERGY CORP.
|
||||||
LIST OF SUBSIDIARIES OF THE REGISTRANT
|
||||||
AT DECEMBER 31, 2014
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FirstEnergy Nuclear Operating Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
FirstEnergy Service Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
FirstEnergy Solutions Corp. - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
FirstEnergy Transmission, LLC - Organized in Delaware
|
||||||
|
|
|
|
|
|
|
FirstEnergy Ventures Corp. - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
Jersey Central Power & Light Company - Incorporated in New Jersey
|
||||||
|
|
|
|
|
|
|
Metropolitan Edison Company - Incorporated in Pennsylvania
|
||||||
|
|
|
|
|
|
|
Monongahela Power Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
Ohio Edison Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
Pennsylvania Electric Company - Incorporated in Pennsylvania
|
||||||
|
|
|
|
|
|
|
The Cleveland Electric Illuminating Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
The Potomac Edison Company - Incorporated in Maryland
|
||||||
|
|
|
|
|
|
|
The Toledo Edison Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
West Penn Power Company - Incorporated in Pennsylvania
|
1.
|
I have reviewed this report on Form 10-K of FirstEnergy Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Charles E. Jones
|
|
|
Charles E. Jones
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this report on Form 10-K of FirstEnergy Solutions Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Donald R. Schneider
|
|
|
Donald R. Schneider
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this report on Form 10-K of FirstEnergy Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ James F. Pearson
|
|
|
James F. Pearson
|
|
|
Chief Financial Officer
|
|
1.
|
I have reviewed this report on Form 10-K of FirstEnergy Solutions Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ James F. Pearson
|
|
|
James F. Pearson
|
|
|
Chief Financial Officer
|
|
|
/s/ Charles E. Jones
|
|
|
Charles E. Jones
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ James F. Pearson
|
|
|
James F. Pearson
|
|
|
Chief Financial Officer
|
|
|
/s/ Donald R. Schneider
|
|
|
Donald R. Schneider
|
|
|
President
|
|
|
(Chief Executive Officer)
|
|
|
|
|
|
/s/ James F. Pearson
|
|
|
James F. Pearson
|
|
|
Chief Financial Officer
|
|