|
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.
|
þ
|
|
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, 2017
|
|
FirstEnergy Corp., $0.10 par value
|
|
442,477,633
|
|
FirstEnergy Solutions Corp., no par value
|
|
7
|
|
|
|
PART OF FORM 10-K INTO WHICH
|
DOCUMENT
|
|
DOCUMENT IS INCORPORATED
|
|
|
|
Proxy Statement for 2017 Annual Meeting of Shareholders to be held May 16, 2017
|
|
Part III
|
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
Part I.
|
|
|
|
Item 1. Business
|
|
|
|
The Compan
ies
|
|
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
|
|
|
|
AE
|
Allegheny Energy, Inc., a Maryland utility holding company that merged with a subsidiary of FirstEnergy on February 25, 2011, which subsequently merged with and into FE on January 1, 2014
|
AESC
|
Allegheny Energy Service Corporation, which provided legal, financial and other corporate support services to the former AE subsidiaries
|
AE Supply
|
Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary
|
AGC
|
Allegheny Generating Company, a generation subsidiary of AE Supply and equity method investee of MP
|
ATSI
|
American Transmission Systems, Incorporated, formerly a direct subsidiary of FE that became a subsidiary of FET in April 2012, which owns and operates transmission facilities
|
Buchanan Energy
|
Buchanan Energy Company of Virginia, LLC, a subsidiary of AE Supply
|
Buchanan Generation
|
Buchanan Generation, LLC, a joint venture between AE Supply and CNX Gas Corporation
|
CEI
|
The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
|
CES
|
Competitive Energy Services, a reportable operating segment of FirstEnergy
|
FE
|
FirstEnergy Corp., a public utility holding company
|
FELHC
|
FELHC, Inc.
|
FENOC
|
FirstEnergy Nuclear Operating Company, which operates nuclear generating facilities
|
FES
|
FirstEnergy Solutions Corp., together with its consolidated subsidiaries, which provides energy-related products and services
|
FESC
|
FirstEnergy Service Company, which provides legal, financial and other corporate support services
|
FET
|
FirstEnergy Transmission, LLC, formerly known as Allegheny Energy Transmission, LLC, which is the parent of ATSI, MAIT and TrAIL and has a joint venture in PATH
|
FEV
|
FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
|
FG
|
FirstEnergy Generation, LLC, a wholly-owned subsidiary of FES, which owns and operates non-nuclear generating facilities
|
FGMUC
|
FirstEnergy Generation Mansfield Unit 1 Corp., a wholly-owned subsidiary of FG, which owns various leasehold interests in Bruce Mansfield Unit 1
|
FirstEnergy
|
FirstEnergy Corp., together with its consolidated subsidiaries
|
Global Holding
|
Global Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC
|
Global Rail
|
Global Rail Group, LLC, a subsidiary of Global Holding that owns coal transportation operations near Roundup, Montana
|
GPU
|
GPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001
|
Green Valley
|
Green Valley Hydro, LLC, which owned hydroelectric generating stations
|
JCP&L
|
Jersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
|
MAIT
|
Mid-Atlantic Interstate Transmission, LLC, a subsidiary of FET, formed to own and operate transmission facilities
|
ME
|
Metropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
|
MP
|
Monongahela Power Company, a West Virginia electric utility operating subsidiary
|
NG
|
FirstEnergy Nuclear Generation, LLC, a subsidiary of FES, which owns nuclear generating facilities
|
OE
|
Ohio Edison Company, an Ohio electric utility operating subsidiary
|
Ohio Companies
|
CEI, OE and TE
|
PATH
|
Potomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP
|
PATH-Allegheny
|
PATH Allegheny Transmission Company, LLC
|
PATH-WV
|
PATH West Virginia Transmission Company, LLC
|
PE
|
The Potomac Edison Company, a Maryland and West Virginia electric utility operating subsidiary
|
Penn
|
Pennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
|
Pennsylvania Companies
|
ME, PN, Penn and WP
|
PN
|
Pennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
|
PNBV
|
PNBV Capital Trust, a special purpose entity created by OE in 1996
|
Shippingport
|
Shippingport Capital Trust, a special purpose entity created by CEI and TE in 1997
|
Signal Peak
|
Signal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana
|
TE
|
The Toledo Edison Company, an Ohio electric utility operating subsidiary
|
TrAIL
|
Trans-Allegheny Interstate Line Company, a subsidiary of FET, which owns and operates transmission facilities
|
Utilities
|
OE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP
|
WP
|
West Penn Power Company, a Pennsylvania electric utility operating subsidiary
|
GLOSSARY OF TERMS,
Continued
|
|
EPA
|
United States Environmental Protection Agency
|
EPRI
|
Electric Power Research Institute
|
ERISA
|
Employee Retirement Income Security Act of 1974
|
ERO
|
Electric Reliability Organization
|
ESOP
|
Employee Stock Ownership Plan
|
ESP
|
Electric Security Plan
|
ESP IV
|
Electric Security Plan IV
|
ESP IV PPA
|
Unit Power Agreement entered into on April 1, 2016 by and between the Ohio Companies and FES
|
ESTIP
|
Executive Short-Term Incentive Program
|
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
|
IBEW
|
International Brotherhood of Electrical Workers
|
ICE
|
IntercontinentalExchange, Inc.
|
ICP 2007
|
FirstEnergy Corp. 2007 Incentive Plan
|
ICP 2015
|
FirstEnergy Corp. 2015 Incentive Compensation Plan
|
IRP
|
Integrated Resource Plan
|
IRS
|
Internal Revenue Service
|
ISO
|
Independent System Operator
|
kV
|
Kilovolt
|
KWH
|
Kilowatt-hour
|
KPI
|
Key Performance Indicator
|
LBR
|
Little Blue Run
|
LCAPP
|
Long-Term Capacity Agreement Pilot Program
|
LED
|
Light Emitting Diode
|
LIBOR
|
London Interbank Offered Rate
|
LMP
|
Locational Marginal Price
|
LOC
|
Letter of Credit
|
LSE
|
Load Serving Entity
|
LTIIPs
|
Long-Term Infrastructure Improvement Plans
|
MAAC
|
Mid-Atlantic Area Council of PJM
|
MATS
|
Mercury and Air Toxics Standards
|
MDPSC
|
Maryland Public Service Commission
|
MISO
|
Midcontinent Independent System Operator, Inc.
|
MLP
|
Master Limited Partnership
|
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
|
NAAQS
|
National Ambient Air Quality Standards
|
NDT
|
Nuclear Decommissioning Trust
|
NEIL
|
Nuclear Electric Insurance Limited
|
GLOSSARY OF TERMS,
Continued
|
|
NERC
|
North American Electric Reliability Corporation
|
NGO
|
Non-Governmental Organization
|
Ninth Circuit
|
United States Court of Appeals for the Ninth Circuit
|
NJBPU
|
New Jersey Board of Public Utilities
|
NMB
|
Non-Market Based
|
NOAC
|
Northwest Ohio Aggregation Coalition
|
NOL
|
Net Operating Loss
|
NOV
|
Notice of Violation
|
NOx
|
Nitrogen Oxide
|
NPDES
|
National Pollutant Discharge Elimination System
|
NPNS
|
Normal Purchases and Normal Sales
|
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
|
OCA
|
Office of Consumer Advocate
|
OCC
|
Ohio Consumers' Counsel
|
OEPA
|
Ohio Environmental Protection Agency
|
OPEB
|
Other Post-Employment Benefits
|
OPEIU
|
Office and Professional Employees International Union
|
ORC
|
Ohio Revised Code
|
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.
|
PJM Region
|
The aggregate of the zones within PJM
|
PJM Tariff
|
PJM Open Access Transmission Tariff
|
PM
|
Particulate Matter
|
POLR
|
Provider of Last Resort
|
POR
|
Purchase of Receivables
|
PPA
|
Purchase Power Agreement
|
PPB
|
Parts per Billion
|
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
|
Regulation FD
|
Regulation Fair Disclosure promulgated by the SEC
|
REIT
|
Real Estate Investment Trust
|
RFC
|
Reliability
First
Corporation
|
RFP
|
Request for Proposal
|
RGGI
|
Regional Greenhouse Gas Initiative
|
RMR
|
Reliability Must-Run
|
GLOSSARY OF TERMS,
Continued
|
|
ROE
|
Return on Equity
|
RPM
|
Reliability Pricing Model
|
RRS
|
Retail Rate Stability
|
RSS
|
Rich Site Summary
|
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
|
SRC
|
Storm Recovery Charge
|
SREC
|
Solar Renewable Energy Credit
|
SSA
|
Social Security Administration
|
SSO
|
Standard Service Offer
|
TDS
|
Total Dissolved Solid
|
TMI-2
|
Three Mile Island Unit 2
|
TO
|
Transmission Owner
|
TTS
|
Temporary Transaction Surcharge
|
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
|
VEPCO
|
Virginia Electric Power Company
|
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
|
•
|
Legislative or regulatory solutions for generation assets that recognize their environmental or energy security benefits,
|
•
|
Additional asset sales and/or plant deactivations,
|
•
|
Restructuring FES debt with its creditors, and/or
|
•
|
Seeking protection under U.S. bankruptcy laws for FES and possibly FENOC.
|
Reportable Segment
|
|
2016 Actual
(1)
|
|
2016 Pension/OPEB Mark-to-Market Capital Costs
|
|
2016 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs
|
|
2017 Forecast
(2)
|
|
2018 Forecast
(2)
|
||||||||||
|
|
(In millions)
|
|
|
||||||||||||||||
Regulated Distribution
|
|
$
|
1,327
|
|
|
$
|
46
|
|
|
$
|
1,281
|
|
|
$
|
1,325
|
|
|
$
|
1,305
|
|
Regulated Transmission
(4)
|
|
1,005
|
|
|
4
|
|
|
1,001
|
|
|
1,000
|
|
|
1,000
|
|
|||||
CES
(3)
|
|
547
|
|
|
(3
|
)
|
|
550
|
|
|
365
|
|
|
290
|
|
|||||
Corporate/Other
|
|
93
|
|
|
—
|
|
|
93
|
|
|
95
|
|
|
90
|
|
|||||
Total
|
|
$
|
2,972
|
|
|
$
|
47
|
|
|
$
|
2,925
|
|
|
$
|
2,785
|
|
|
$
|
2,685
|
|
Operating Company
|
|
2016 Actual
(1)
|
|
2016 Pension/OPEB Mark-to-Market Capital Costs
|
|
2016 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs
|
|
2017 Forecast
(2)
|
|
||||||||
|
|
(In millions)
|
|||||||||||||||
OE
|
|
$
|
163
|
|
|
$
|
7
|
|
|
$
|
156
|
|
|
$
|
145
|
|
|
Penn
|
|
50
|
|
|
3
|
|
|
47
|
|
|
45
|
|
|
||||
CEI
|
|
158
|
|
|
25
|
|
|
133
|
|
|
125
|
|
|
||||
TE
|
|
46
|
|
|
2
|
|
|
44
|
|
|
45
|
|
|
||||
JCP&L
|
|
399
|
|
|
17
|
|
|
382
|
|
|
350
|
|
|
||||
ME
|
|
139
|
|
|
6
|
|
|
133
|
|
|
135
|
|
|
||||
PN
|
|
184
|
|
|
1
|
|
|
183
|
|
|
160
|
|
|
||||
MP
|
|
242
|
|
|
(6
|
)
|
|
248
|
|
|
250
|
|
|
||||
PE
|
|
103
|
|
|
(5
|
)
|
|
108
|
|
|
125
|
|
|
||||
WP
|
|
166
|
|
|
—
|
|
|
166
|
|
|
205
|
|
|
||||
ATSI
|
|
487
|
|
|
—
|
|
|
487
|
|
|
420
|
|
|
||||
TrAIL
|
|
217
|
|
|
—
|
|
|
217
|
|
|
60
|
|
|
||||
FES
|
|
470
|
|
|
(3
|
)
|
|
473
|
|
|
320
|
|
|
||||
AE Supply
(3)
|
|
63
|
|
|
—
|
|
|
63
|
|
|
45
|
|
|
||||
MAIT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
||||
Other subsidiaries
|
|
85
|
|
|
—
|
|
|
85
|
|
|
95
|
|
|
||||
Total
|
|
$
|
2,972
|
|
|
$
|
47
|
|
|
$
|
2,925
|
|
|
$
|
2,785
|
|
|
|
2017
|
|
2018-2021
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
FirstEnergy
|
$
|
1,641
|
|
|
$
|
6,031
|
|
|
$
|
7,672
|
|
FES
|
$
|
163
|
|
|
$
|
2,435
|
|
|
$
|
2,598
|
|
•
|
FE and the Utilities entered into a new $4 billion revolving credit facility, which represents an increase of $500 million over the existing $3.5 billion facility it replaced,
|
•
|
FET and its subsidiaries entered into a $1 billion revolving credit facility, which replaced their existing $1 billion facility, and
|
•
|
FES and AE Supply terminated their unsecured $1.5 billion credit facility (commitments of $900 million and $600 million for FES and AE Supply, respectively) and FES entered into a new, two-year secured credit facility with FE in which FE provided a committed line of credit to FES of up to $500 million and additional credit support of up to $200 million to cover a $169 million surety bond for the benefit of the PA DEP with respect to LBR, and other bonds as designated in writing to FE. In connection with the cancellation of the prior FES/AE Supply facility and entry into the new FES secured facility with FE, certain commitments and amendments associated with shared services and operational matters were made including, without limitation, as follows: (i) FE reaffirmed its obligations under the Intercompany Tax Allocation Agreement, and (ii) amendments to the Service Agreement by and among FESC, FES, FG and NG, to prevent termination until the earlier of December 31, 2018, or a change in control of FES or its subsidiaries.
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy
(1)
|
|
Revolving
|
|
December 2021
|
|
$
|
4,000
|
|
|
$
|
1,341
|
|
FET
(2)
|
|
Revolving
|
|
December 2021
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
$
|
5,000
|
|
|
$
|
2,341
|
|
|
|
|
|
Cash
|
|
—
|
|
|
308
|
|
||
|
|
|
|
Total
|
|
$
|
5,000
|
|
|
$
|
2,649
|
|
(1)
|
FE and the Utilities.
|
(2)
|
Includes FET, ATSI and TrAIL.
|
Type
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
(In millions)
|
||||||
Two-year secured credit facility with FE
|
|
$
|
500
|
|
|
$
|
500
|
|
Cash
|
|
—
|
|
|
2
|
|
||
|
|
$
|
500
|
|
|
$
|
502
|
|
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
|
|
2037
|
•
|
OE—
5,655
MW on
August 11, 2016
;
|
•
|
Penn—
994
MW on
September 7, 2016
;
|
•
|
CEI—
4,193
MW on
September 7, 2016
;
|
•
|
TE—
2,171
MW on
September 7, 2016
;
|
•
|
JCP&L—
5,955
MW on
August 12, 2016
;
|
•
|
ME—
2,904
MW on
July 25, 2016
;
|
•
|
PN—
2,890
MW on
December 15, 2016
;
|
•
|
MP—
2,053
MW on
August 11, 2016
;
|
•
|
PE—
3,049
MW on
February 12, 2016
; and
|
•
|
WP—
3,947
MW on
July 25, 2016
.
|
Executive Officers as of February 21, 2017
|
||||||
Name
|
|
Age
|
|
Positions Held During Past Five Years
|
|
Dates
|
G. D. Benz
|
|
57
|
|
Senior Vice President, Strategy (B)
|
|
2015-present
|
|
|
|
|
Vice President, Supply Chain (B)
|
|
2012-2015
|
|
|
|
|
|
|
|
L. M. Cavalier
|
|
65
|
|
Chief Human Resource Officer (B)
|
|
2015-present
|
|
|
|
|
Senior Vice President, Human Resources (B)
|
|
*-2015
|
|
|
|
|
|
|
|
D. M. Chack
|
|
66
|
|
Senior Vice President, Marketing and Branding (B)
|
|
2015-present
|
|
|
|
|
President, Ohio Operations (B)
|
|
*-2015
|
|
|
|
|
Vice President (C)
|
|
*-2015
|
|
|
|
|
|
|
|
M. J. Dowling
|
|
52
|
|
Senior Vice President, External Affairs (B)
|
|
*-present
|
|
|
|
|
|
|
|
B. L. Gaines
|
|
63
|
|
Senior Vice President, Corporate Services and Chief Information Officer (B)
|
|
2012-present
|
|
|
|
|
Vice President, Corporate Services and Chief Information Officer (B)
|
|
*-2012
|
|
|
|
|
|
|
|
C. E. Jones
|
|
61
|
|
President and Chief Executive Officer (A)(B)
|
|
2015-present
|
|
|
|
|
Chief Executive Officer (F)
|
|
2015-2017
|
|
|
|
|
President (C)(D)(H)(I)(L)
|
|
*-2015
|
|
|
|
|
Executive Vice President & President, FirstEnergy Utilities (A)(B)
|
|
2014
|
|
|
|
|
Senior Vice President & President, FirstEnergy Utilities (B)
|
|
*-2013
|
|
|
|
|
|
|
|
J. H. Lash
|
|
66
|
|
Executive Vice President & President, FE Generation (A)(B)
|
|
2015-present
|
|
|
|
|
President (G)
|
|
*-present
|
|
|
|
|
President (J)
|
|
*-2016
|
|
|
|
|
President, FE Generation (B)
|
|
*-2015
|
|
|
|
|
Chief Nuclear Officer (F)
|
|
*-2012
|
|
|
|
|
|
|
|
C. D. Lasky
|
|
54
|
|
Senior Vice President, Human Resources (B)
|
|
2015-present
|
|
|
|
|
Vice President, Fossil Operations (J)
|
|
2014-2015
|
|
|
|
|
Vice President (G)
|
|
*-2015
|
|
|
|
|
Vice President, Fossil Operations & Engineering (J)
|
|
2014
|
|
|
|
|
Vice President, Fossil Fleet Operations (J)
|
|
*-2013
|
|
|
|
|
|
|
|
J. F. Pearson
|
|
62
|
|
Executive Vice President and Chief Financial Officer (N)
|
|
2016-present
|
|
|
|
|
Executive Vice President and Chief Financial Officer (A)(B)(C)(D)(H)(I)(L)
|
|
2015-present
|
|
|
|
|
Executive Vice President and Chief Financial Officer (F)(G)
|
|
2015-2017
|
|
|
|
|
Executive Vice President and Chief Financial Officer (E)(J)
|
|
2015-2016
|
|
|
|
|
Senior Vice President and Chief Financial Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2013-2015
|
|
|
|
|
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)(G)(H)(I)(J)(L)
|
|
*-2012
|
|
|
|
|
|
|
|
R. P. Reffner
|
|
66
|
|
Vice President and General Counsel (N)
|
|
2016-present
|
|
|
|
|
Vice President and General Counsel (B)(C)(D)(H)(I)(L)
|
|
2014-present
|
|
|
|
|
Vice President and General Counsel (F)(G)
|
|
2014-2017
|
|
|
|
|
Vice President and General Counsel (E)(J)
|
|
2014-2016
|
|
|
|
|
Vice President, Legal (B)
|
|
*-2013
|
|
|
|
|
|
|
|
D. R. Schneider
|
|
55
|
|
President (E)
|
|
*-present
|
|
|
|
|
Chairman of the Board (E)
|
|
2016-present
|
|
|
|
|
|
|
|
S. E. Strah
|
|
53
|
|
President (N)
|
|
2016-present
|
|
|
|
|
Senior Vice President & President, FirstEnergy Utilities (B)
|
|
2015-present
|
|
|
|
|
President (C)(D)(H)(I)(L)
|
|
2015-present
|
|
|
|
|
Vice President, Distribution Support (B)
|
|
*-2015
|
|
|
|
|
|
|
|
K. J. Taylor
|
|
43
|
|
Vice President and Controller (N)
|
|
2016-present
|
|
|
|
|
Vice President, Controller and Chief Accounting Officer (A)(B)
|
|
2013-present
|
|
|
|
|
Vice President and Controller (C)(D)(H)(I)(L)
|
|
2013-present
|
|
|
|
|
Vice President and Controller (F)(G)
|
|
2013-2017
|
|
|
|
|
Vice President and Controller (E)(J)
|
|
2013-2016
|
|
|
|
|
Vice President and Assistant Controller (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2012-2013
|
|
|
|
|
Assistant Controller (A)(B)(C)(D)(H)(I)(L)
|
|
*-2012
|
|
|
|
|
Assistant Controller (E)(F)(G)(J)
|
|
2012
|
|
|
|
|
|
|
|
L. L. Vespoli
|
|
57
|
|
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (A)(B)(C)(D)(H)(I)(L)(N)
|
|
2016-present
|
|
|
|
|
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (F)(G)
|
|
2016-2017
|
|
|
|
|
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (E)(J)
|
|
2016
|
|
|
|
|
Executive Vice President, Markets & Chief Legal Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
2014-2016
|
|
|
|
|
Executive Vice President and General Counsel (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)
|
|
*-2013
|
|
|
|
|
|
|
|
* Indicates position held at least since January 1, 2012
|
(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
|
(M) Denotes executive officer of CEI
|
(D) Denotes executive officer of ME, PN and Penn
|
(I) Denotes executive officer of TrAIL and FET
|
(N) Denotes executive officer of MAIT
|
|
Total
Employees
|
|
Bargaining
Unit
Employees
|
||
FESC
|
4,429
|
|
|
749
|
|
OE
|
1,090
|
|
|
706
|
|
CEI
|
920
|
|
|
610
|
|
TE
|
327
|
|
|
235
|
|
Penn
|
183
|
|
|
129
|
|
JCP&L
|
1,347
|
|
|
1,041
|
|
ME
|
653
|
|
|
489
|
|
PN
|
728
|
|
|
475
|
|
FES
|
77
|
|
|
—
|
|
FG
|
1,654
|
|
|
1,031
|
|
FENOC
|
2,487
|
|
|
1,068
|
|
MP
|
622
|
|
|
401
|
|
PE
|
482
|
|
|
299
|
|
WP
|
708
|
|
|
452
|
|
Total
|
15,707
|
|
|
7,685
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
requests to post additional collateral or accelerate payments
|
•
|
adverse outcomes in previously disclosed disputes regarding long-term coal and coal transportation contracts; and
|
•
|
the inability to refinance debt maturities at FES subsidiaries of $130 million, $515 million, and $323 million in 2017, 2018 and 2019, respectively, and in the event AE Supply’s pending sale of assets is not consummated, $155 million in 2019 at AE Supply, in each case, at attractive rates or at all.
|
•
|
difficulty satisfying debt service and other obligations at FES and/or its individual subsidiaries;
|
•
|
the inability or unwillingness to refinance debt maturities at FES subsidiaries of $130 million, $515 million, and $323 million in 2017, 2018 and 2019, respectively;
|
•
|
additional postings of collateral or acceleration of payments;
|
•
|
increasing the vulnerability of the business of FirstEnergy and FES to adverse industry and economic conditions;
|
•
|
reducing the availability of FES cash flow to fund other corporate purposes, including the ability to pay dividends to FirstEnergy;
|
•
|
limiting flexibility of FirstEnergy and FES in planning for, or reacting to, changes in their business and the industry;
|
•
|
reducing the ability to enter into transactions with counterparties that may demand additional collateral or credit support from FE due to the creditworthiness;
|
•
|
increasing the likelihood of litigation, the costs of which may be material;
|
•
|
placing FirstEnergy and FES, at a competitive disadvantage to its competitors that are not as highly leveraged; and
|
•
|
limiting, along with the financial and other restrictive covenants relating to such indebtedness, among other things, FE’s and FES’ ability to borrow additional funds as needed for working capital, capital expenditures and general corporate purposes and to take advantage of business opportunities as they arise or pay cash dividends.
|
•
|
the potential harmful effects on the environment, human health and safety, 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
|
|
|
1,010
|
|
|
1,010
|
|
|
—
|
|
|
—
|
|
Bay Shore (Toledo, OH)
|
|
1
|
|
|
136
|
|
|
136
|
|
|
—
|
|
|
—
|
|
OVEC (Cheshire, OH) (Madison, IN)
|
|
1-11
|
|
|
188
|
|
(3)
|
110
|
|
|
67
|
|
|
11
|
|
|
|
|
|
|
1,334
|
|
|
1,256
|
|
|
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
|
|
|
1,268
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
4,048
|
|
|
4,048
|
|
|
—
|
|
|
—
|
|
Gas/Oil-fired:
|
|
|
|
|
|
|
|
|
|
|
|
||||
AE Nos. 1, 2, 3, 4 & 5 (Springdale, PA)
|
|
1-5
|
|
|
638
|
|
(2)
|
—
|
|
|
638
|
|
|
—
|
|
West Lorain (Lorain, OH)
|
|
1-6
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
—
|
|
AE Nos. 12 & 13 (Chambersburg, PA)
|
|
12-13
|
|
|
88
|
|
(2)
|
—
|
|
|
88
|
|
|
—
|
|
AE Nos. 8 & 9 (Gans, PA)
|
|
8-9
|
|
|
88
|
|
(2)
|
—
|
|
|
88
|
|
|
—
|
|
Forked River (Ocean County, NJ)
|
|
2
|
|
|
86
|
|
|
86
|
|
|
—
|
|
|
—
|
|
Hunlock CT (Hunlock Creek, PA)
|
|
1
|
|
|
45
|
|
(2)
|
—
|
|
|
45
|
|
|
—
|
|
Buchanan (Oakwood, VA)
|
|
1-2
|
|
|
43
|
|
(5)
|
—
|
|
|
43
|
|
|
—
|
|
Other
|
|
|
|
59
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
1,592
|
|
|
690
|
|
|
902
|
|
|
—
|
|
|
Pumped-storage Hydro:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bath County (Warm Springs, VA)
|
|
1-6
|
|
|
1,200
|
|
(6)
|
—
|
|
|
713
|
|
(2)
|
487
|
|
Yard’s Creek (Blairstown Twp., NJ)
|
|
1-3
|
|
|
210
|
|
(7)
|
—
|
|
|
—
|
|
|
210
|
|
|
|
|
|
1,410
|
|
|
—
|
|
|
713
|
|
|
697
|
|
|
Wind and Solar Power
|
|
|
|
|
496
|
|
(8)
|
496
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
16,952
|
|
|
10,180
|
|
|
2,982
|
|
|
3,790
|
|
(1)
|
Includes FE's leasehold interest of
93.83%
(
779
MWs) from non-affiliates.
|
(2)
|
Subject to an asset purchase agreement with Aspen, as disclosed in Note 22, Subsequent Events.
|
(3)
|
Represents FES'
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
MWs) from non-affiliates of which FES purchases all the output pursuant to full output cost-of-service PSAs.
|
(5)
|
Represents Buchanan Energy's 50% interest. Buchanan Energy is a subsidiary of AE Supply.
|
(6)
|
Represents AGC's 40% interest in Bath County. The station is operated by VEPCO. AGC is 59% owned by AE Supply and 41% owned by MP.
|
(7)
|
Represents JCP&L’s
50%
ownership interest.
|
(8)
|
Includes
167
MWs from leased facilities and
329
MWs under power purchase agreements.
|
|
Distribution
Lines
(1)
|
|
Transmission
Lines
(1)
|
|
Substation
Transformer
Capacity
(2)
|
|||
|
|
|
|
|
kV Amperes
|
|||
OE
|
67,066
|
|
|
377
|
|
|
7,644,893
|
|
Penn
|
13,570
|
|
|
—
|
|
|
1,090,120
|
|
CEI
|
33,448
|
|
|
—
|
|
|
10,696,730
|
|
TE
|
19,024
|
|
|
73
|
|
|
2,992,453
|
|
JCP&L
|
23,414
|
|
|
2,655
|
|
|
22,833,721
|
|
ME
|
18,897
|
|
|
1,497
|
|
|
10,953,095
|
|
PN
|
27,554
|
|
|
2,761
|
|
|
15,730,203
|
|
ATSI
(3)
|
—
|
|
|
7,789
|
|
|
36,096,629
|
|
WP
|
21,918
|
|
|
4,338
|
|
|
16,030,166
|
|
MP
|
22,185
|
|
|
2,667
|
|
|
12,030,702
|
|
PE
|
25,687
|
|
|
2,142
|
|
|
11,260,514
|
|
TrAIL
|
—
|
|
|
252
|
|
|
12,900,600
|
|
Total
|
272,763
|
|
|
24,551
|
|
|
160,259,826
|
|
(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
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
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
For the Years Ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Revenues
|
|
$
|
14,562
|
|
|
$
|
15,026
|
|
|
$
|
15,049
|
|
|
$
|
14,892
|
|
|
$
|
15,255
|
|
Income (Loss) From Continuing Operations
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
213
|
|
|
$
|
375
|
|
|
$
|
755
|
|
Earnings (Loss) Available to FirstEnergy Corp.
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
299
|
|
|
$
|
392
|
|
|
$
|
770
|
|
Earnings (Loss) per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic - Continuing Operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.81
|
|
Basic - Discontinued Operations (Note 20)
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|||||
Basic - Earnings (Loss) Available to FirstEnergy Corp.
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted - Continuing Operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
1.80
|
|
Diluted - Discontinued Operations (Note 20)
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|
0.04
|
|
|
0.04
|
|
|||||
Diluted - Earnings (Loss) Available to FirstEnergy Corp.
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
1.84
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
426
|
|
|
422
|
|
|
420
|
|
|
418
|
|
|
418
|
|
|||||
Diluted
|
|
426
|
|
|
424
|
|
|
421
|
|
|
419
|
|
|
419
|
|
|||||
Dividends Declared per Share of Common Stock
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.65
|
|
|
$
|
2.20
|
|
Total Assets
(1)
|
|
$
|
43,148
|
|
|
$
|
52,094
|
|
|
$
|
51,552
|
|
|
$
|
49,980
|
|
|
$
|
50,110
|
|
Capitalization as of December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Equity
|
|
$
|
6,241
|
|
|
$
|
12,422
|
|
|
$
|
12,422
|
|
|
$
|
12,695
|
|
|
$
|
13,093
|
|
Long-Term Debt and Other Long-Term Obligations
|
|
18,192
|
|
|
19,099
|
|
|
19,080
|
|
|
15,753
|
|
|
15,114
|
|
|||||
Total Capitalization
|
|
$
|
24,433
|
|
|
$
|
31,521
|
|
|
$
|
31,502
|
|
|
$
|
28,448
|
|
|
$
|
28,207
|
|
|
2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
36.54
|
|
|
$
|
30.62
|
|
|
$
|
41.68
|
|
|
$
|
33.82
|
|
Second Quarter
|
$
|
36.32
|
|
|
$
|
31.37
|
|
|
$
|
37.05
|
|
|
$
|
32.46
|
|
Third Quarter
|
$
|
36.60
|
|
|
$
|
32.12
|
|
|
$
|
35.09
|
|
|
$
|
30.31
|
|
Fourth Quarter
|
$
|
34.83
|
|
|
$
|
29.33
|
|
|
$
|
33.00
|
|
|
$
|
28.89
|
|
Yearly
|
$
|
36.60
|
|
|
$
|
29.33
|
|
|
$
|
41.68
|
|
|
$
|
28.89
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
The ability to experience growth in the Regulated Distribution and Regulated Transmission segments.
|
•
|
The accomplishment of our regulatory and operational goals in connection with our transmission investment plan, including, but not limited to, our planned forward-looking formula rates and the effectiveness of our 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 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 cash flow improvement plan and other proposed capital raising initiatives.
|
•
|
The risks and uncertainties associated with the lack of viable alternative strategies regarding the CES segment, thereby causing FES, and possibly FENOC, to restructure its debt and other financial obligations with its creditors or seek protection under U.S. bankruptcy laws and the losses, liabilities and claims arising from such bankruptcy proceeding, including any obligations at FirstEnergy.
|
•
|
The risks and uncertainties at the CES segment, including FES and its subsidiaries and FENOC, related to continued depressed wholesale energy and capacity markets, and the viability and/or success of strategic business alternatives, such as potential CES generating unit asset sales, the potential conversion of the remaining generation fleet from competitive operations to a regulated or regulated-like construct or the potential need to deactivate additional generating units.
|
•
|
The substantial uncertainty as to FES’ ability to continue as a going concern and substantial risk that it may be necessary for FES, and possibly FENOC, to seek protection under U.S. bankruptcy laws.
|
•
|
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments, such as long-term fuel and transportation agreements.
|
•
|
The uncertainties associated with the deactivation of older regulated and competitive units, including the impact on vendor commitments, such as long-term fuel and transportation agreements, and as it relates to the reliability of the transmission grid, the timing thereof.
|
•
|
The impact of other future changes to the operational status or availability of our generating units and any capacity performance charges associated with unit unavailability.
|
•
|
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil prices, and their availability and impact on margins.
|
•
|
Costs being higher than anticipated and the success of our policies to control costs and to mitigate low energy, capacity and market prices.
|
•
|
Replacement power costs being higher than anticipated or not fully hedged.
|
•
|
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.
|
•
|
The speed and nature of increased competition in the electric utility industry, in general, and the retail sales market in particular.
|
•
|
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 initiatives or rulemakings could result in our decision to deactivate or idle certain generating units).
|
•
|
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.
|
•
|
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.
|
•
|
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 labor disruptions by our unionized workforce.
|
•
|
The risks associated with cyber-attacks and other disruptions to our information technology system that may compromise our generation, transmission and/or distribution services and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks
.
|
•
|
The impact of the regulatory process and resulting outcomes on the 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 the Ohio DMR.
|
•
|
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; 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.
|
•
|
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.
|
•
|
Other legislative and regulatory changes, and revised environmental requirements, including, but not limited to, the effects of the EPA's CPP, CCR, CSAPR and MATS programs, including our estimated costs of compliance, CWA waste water effluent limitations for power plants, and CWA 316(b) water intake regulation.
|
•
|
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.
|
•
|
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 significant accounting policies.
|
•
|
The impact of any changes in tax laws or regulations or adverse tax audit results or rulings.
|
•
|
The ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and our subsidiaries.
|
•
|
Further 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, increase requirements to post additional collateral to support, or accelerate payments under outstanding commodity positions, LOCs and other financial guarantees, and the impact of these events on the financial condition and liquidity of FirstEnergy and/or its subsidiaries, specifically the subsidiaries within the CES segment.
|
•
|
Issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business.
|
•
|
The risks and other factors discussed from time to time in our SEC filings, and other similar factors.
|
•
|
Legislative or regulatory solutions for generation assets that recognize their environmental or energy security benefits,
|
•
|
Additional asset sales and/or plant deactivations,
|
•
|
Restructuring FES debt with its creditors, and/or
|
•
|
Seeking protection under U.S. bankruptcy laws for FES and possibly FENOC.
|
•
|
The impairment of
$800 million
of goodwill at CES in the second quarter of 2016, reflecting a weak outlook for energy and capacity markets.
|
•
|
Impairment charges totaling $647 million in the second quarter of 2016 resulting from management's decision to exit the Bay Shore Unit 1 generating station and Units 1-4 of the W.H. Sammis generating station.
|
•
|
Impairment charges of
$9,218
million resulting from management's plans to exit competitive operations by mid-2018 and the anticipated cash flows over this shortened period.
|
•
|
The decrease in revenue at CES resulted from a
15 million
MWH decline in contract sales, as the segment continues to align sales to its generation, as well as lower capacity revenue associated with lower capacity auction prices. The decline in contract sales volume was partially offset by higher wholesale sales and higher net gains on financially settled contracts.
|
•
|
The increase in revenue at Regulated Transmission primarily reflect recovery of incremental operating expenses and a higher rate base at ATSI and TrAIL, partially offset by adjustments associated with ATSI and TrAIL's annual rate filing for costs previously recovered as well as a lower ROE in 2016 at ATSI under its FERC-approved comprehensive settlement related to the implementation of its forward-looking rate.
|
•
|
The increase in revenue at Regulated Distribution primarily resulted from higher weather-related distribution deliveries and the full year impact of net rate increases implemented in 2015, partially offset by lower generation sales. Distribution deliveries increased 0.3%, or 0.4 million MWHs, reflecting higher weather-related sales partially offset by the impact of lower weather-adjusted average customer usage reflecting the impact of more energy efficient products and services.
|
•
|
Purchased power decreased
$505 million
mainly due to lower volumes at CES and Regulated Distribution and lower capacity expense at CES.
|
•
|
Fuel expense decreased
$189 million
mainly resulting from lower generation at CES associated with outages and lower economic dispatch of fossil units reflecting low wholesale spot market energy prices, as well as lower unit prices on fossil fuel contracts.
|
•
|
Pension and OPEB mark-to-market adjustments decreased
$95 million
to
$147 million
in 2016. The 2016 adjustment resulted from a 25 bps decrease in the discount rate used to measure benefit obligations partially offset by higher than expected asset returns and changes in certain actuarial assumptions.
|
•
|
Other operating expenses increased
$109 million
, primarily reflecting an increase at Regulated Distribution resulting from the recognition of economic development and energy efficiency obligations in accordance with the PUCO's order approving the Ohio Companies' ESP IV, higher network transmission expenses, which are recovered through transmission rates, higher retirement benefit costs, and higher operating and maintenance expenses associated with storm restoration costs, partially offset by lower PJM transmission costs and lower nuclear planned outage costs at CES.
|
•
|
The decrease in revenue at CES resulted from a 31 million MWHs decline in contract sales, in line with CES’ strategy to align sales to its generation, partially offset by higher wholesale sales, including increased capacity revenue associated with higher capacity auction prices.
|
•
|
The increase in revenue at Regulated Distribution resulted from the implementation of new rates at certain operating companies as well as a year-over-year increase in generation revenue. Distribution deliveries decreased 0.8%, or 1.1 million MWHs, as weather adjusted sales declined as a result of energy efficiency products and services and decreases in certain industrial sectors, partially offset by an increase in weather-related sales.
|
•
|
The increase at Regulated Transmission primarily reflected a higher rate base and recovery of incremental operating expenses as well as ATSI’s transition to a forward-looking rate, effective January 1, 2015. These increases were partially offset by a lower ROE at ATSI in the last six months of 2015 as part of its FERC-approved settlement discussed above.
|
•
|
Fuel expense declined
$425 million
, primarily at CES, resulting from lower fossil generation associated with low energy prices, lower unit costs, and lower settlement and termination charges on fuel and transportation contracts.
|
•
|
Purchased power decreased
$398 million
, primarily reflecting lower volumes at CES, resulting from lower contract sales, partially offset by higher volumes at Regulated Distribution due to lower customer shopping as discussed above, and higher capacity expense associated with higher capacity rates.
|
•
|
Other operating expenses decreased
$213 million
, primarily reflecting a decrease at CES associated with lower PJM transmission costs and retail-related costs partially offset by higher nuclear planned outage costs. Regulated Distribution other operating expenses increased $163 million resulting from higher network transmission expenses, which are recovered through transmission rates, and higher operating and maintenance expenses associated with reliability improvements.
|
•
|
Amortization of regulatory assets, net increased
$256 million
primarily reflecting the recovery of deferred costs, including storm costs, associated with the implementation of new rates discussed above.
|
|
|
|
|
Increase (Decrease)
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Net Income (Loss) By Business Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Regulated Distribution
|
|
$
|
651
|
|
|
$
|
588
|
|
|
$
|
433
|
|
|
$
|
63
|
|
|
$
|
155
|
|
Regulated Transmission
|
|
331
|
|
|
328
|
|
|
255
|
|
|
3
|
|
|
73
|
|
|||||
Competitive Energy Services
|
|
(6,919
|
)
|
|
89
|
|
|
(331
|
)
|
|
(7,008
|
)
|
|
420
|
|
|||||
Corporate/Other
(1)
|
|
(240
|
)
|
|
(427
|
)
|
|
(58
|
)
|
|
187
|
|
|
(369
|
)
|
|||||
Net Income (Loss)
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
299
|
|
|
$
|
(6,755
|
)
|
|
$
|
279
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Losses) Per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
|
$
|
(15.86
|
)
|
|
$
|
0.86
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|
—
|
|
|
(0.20
|
)
|
|||||
Earnings (loss) per basic share
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
$
|
(15.86
|
)
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted Earnings (Losses) Per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
|
$
|
(15.86
|
)
|
|
$
|
0.86
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|
—
|
|
|
(0.20
|
)
|
|||||
Earnings (loss) per diluted share
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
$
|
(15.86
|
)
|
|
$
|
0.66
|
|
2016 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
9,401
|
|
|
$
|
1,151
|
|
|
$
|
3,892
|
|
|
$
|
(181
|
)
|
|
$
|
14,263
|
|
Other
|
|
228
|
|
|
—
|
|
|
178
|
|
|
(107
|
)
|
|
299
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
479
|
|
|
(479
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
9,629
|
|
|
1,151
|
|
|
4,549
|
|
|
(767
|
)
|
|
14,562
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
567
|
|
|
—
|
|
|
1,099
|
|
|
—
|
|
|
1,666
|
|
|||||
Purchased power
|
|
3,273
|
|
|
—
|
|
|
1,019
|
|
|
(479
|
)
|
|
3,813
|
|
|||||
Other operating expenses
|
|
2,436
|
|
|
161
|
|
|
1,526
|
|
|
(265
|
)
|
|
3,858
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
101
|
|
|
1
|
|
|
45
|
|
|
—
|
|
|
147
|
|
|||||
Provision for depreciation
|
|
676
|
|
|
187
|
|
|
387
|
|
|
63
|
|
|
1,313
|
|
|||||
Amortization of regulatory assets, net
|
|
313
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|||||
General taxes
|
|
720
|
|
|
153
|
|
|
134
|
|
|
35
|
|
|
1,042
|
|
|||||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
10,665
|
|
|
—
|
|
|
10,665
|
|
|||||
Total Operating Expenses
|
|
8,086
|
|
|
509
|
|
|
14,875
|
|
|
(646
|
)
|
|
22,824
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
1,543
|
|
|
642
|
|
|
(10,326
|
)
|
|
(121
|
)
|
|
(8,262
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income
|
|
49
|
|
|
—
|
|
|
66
|
|
|
(31
|
)
|
|
84
|
|
|||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
|
(586
|
)
|
|
(158
|
)
|
|
(194
|
)
|
|
(219
|
)
|
|
(1,157
|
)
|
|||||
Capitalized financing costs
|
|
20
|
|
|
34
|
|
|
37
|
|
|
12
|
|
|
103
|
|
|||||
Total Other Expense
|
|
(517
|
)
|
|
(124
|
)
|
|
(91
|
)
|
|
(238
|
)
|
|
(970
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) Before Income Taxes (Benefits)
|
|
1,026
|
|
|
518
|
|
|
(10,417
|
)
|
|
(359
|
)
|
|
(9,232
|
)
|
|||||
Income taxes (benefits)
|
|
375
|
|
|
187
|
|
|
(3,498
|
)
|
|
(119
|
)
|
|
(3,055
|
)
|
|||||
Net Income (Loss)
|
|
$
|
651
|
|
|
$
|
331
|
|
|
$
|
(6,919
|
)
|
|
$
|
(240
|
)
|
|
$
|
(6,177
|
)
|
2015 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
9,386
|
|
|
$
|
1,054
|
|
|
$
|
4,493
|
|
|
$
|
(173
|
)
|
|
$
|
14,760
|
|
Other
|
|
196
|
|
|
—
|
|
|
205
|
|
|
(135
|
)
|
|
266
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
686
|
|
|
(686
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
9,582
|
|
|
1,054
|
|
|
5,384
|
|
|
(994
|
)
|
|
15,026
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
533
|
|
|
—
|
|
|
1,322
|
|
|
—
|
|
|
1,855
|
|
|||||
Purchased power
|
|
3,548
|
|
|
—
|
|
|
1,456
|
|
|
(686
|
)
|
|
4,318
|
|
|||||
Other operating expenses
|
|
2,240
|
|
|
156
|
|
|
1,670
|
|
|
(317
|
)
|
|
3,749
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
179
|
|
|
3
|
|
|
60
|
|
|
—
|
|
|
242
|
|
|||||
Provision for depreciation
|
|
664
|
|
|
164
|
|
|
394
|
|
|
60
|
|
|
1,282
|
|
|||||
Amortization of regulatory assets, net
|
|
261
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||
General taxes
|
|
703
|
|
|
102
|
|
|
140
|
|
|
33
|
|
|
978
|
|
|||||
Impairment of assets
|
|
8
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
42
|
|
|||||
Total Operating Expenses
|
|
8,136
|
|
|
432
|
|
|
5,076
|
|
|
(910
|
)
|
|
12,734
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
1,446
|
|
|
622
|
|
|
308
|
|
|
(84
|
)
|
|
2,292
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (loss)
|
|
42
|
|
|
—
|
|
|
(16
|
)
|
|
(48
|
)
|
|
(22
|
)
|
|||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
(362
|
)
|
|||||
Interest expense
|
|
(600
|
)
|
|
(147
|
)
|
|
(192
|
)
|
|
(193
|
)
|
|
(1,132
|
)
|
|||||
Capitalized financing costs
|
|
25
|
|
|
44
|
|
|
39
|
|
|
9
|
|
|
117
|
|
|||||
Total Other Expense
|
|
(533
|
)
|
|
(103
|
)
|
|
(169
|
)
|
|
(594
|
)
|
|
(1,399
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income Before Income Taxes
|
|
913
|
|
|
519
|
|
|
139
|
|
|
(678
|
)
|
|
893
|
|
|||||
Income taxes
|
|
325
|
|
|
191
|
|
|
50
|
|
|
(251
|
)
|
|
315
|
|
|||||
Net Income
|
|
$
|
588
|
|
|
$
|
328
|
|
|
$
|
89
|
|
|
$
|
(427
|
)
|
|
$
|
578
|
|
Changes Between 2016 and 2015 Financial Results Increase (Decrease)
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
15
|
|
|
$
|
97
|
|
|
$
|
(601
|
)
|
|
$
|
(8
|
)
|
|
$
|
(497
|
)
|
Other
|
|
32
|
|
|
—
|
|
|
(27
|
)
|
|
28
|
|
|
33
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
207
|
|
|
—
|
|
|||||
Total Revenues
|
|
47
|
|
|
97
|
|
|
(835
|
)
|
|
227
|
|
|
(464
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
34
|
|
|
—
|
|
|
(223
|
)
|
|
—
|
|
|
(189
|
)
|
|||||
Purchased power
|
|
(275
|
)
|
|
—
|
|
|
(437
|
)
|
|
207
|
|
|
(505
|
)
|
|||||
Other operating expenses
|
|
196
|
|
|
5
|
|
|
(144
|
)
|
|
52
|
|
|
109
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
(78
|
)
|
|
(2
|
)
|
|
(15
|
)
|
|
—
|
|
|
(95
|
)
|
|||||
Provision for depreciation
|
|
12
|
|
|
23
|
|
|
(7
|
)
|
|
3
|
|
|
31
|
|
|||||
Amortization of regulatory assets, net
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
General taxes
|
|
17
|
|
|
51
|
|
|
(6
|
)
|
|
2
|
|
|
64
|
|
|||||
Impairment of assets
|
|
(8
|
)
|
|
—
|
|
|
10,631
|
|
|
—
|
|
|
10,623
|
|
|||||
Total Operating Expenses
|
|
(50
|
)
|
|
77
|
|
|
9,799
|
|
|
264
|
|
|
10,090
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
97
|
|
|
20
|
|
|
(10,634
|
)
|
|
(37
|
)
|
|
(10,554
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income
|
|
7
|
|
|
—
|
|
|
82
|
|
|
17
|
|
|
106
|
|
|||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
362
|
|
|||||
Interest expense
|
|
14
|
|
|
(11
|
)
|
|
(2
|
)
|
|
(26
|
)
|
|
(25
|
)
|
|||||
Capitalized financing costs
|
|
(5
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
3
|
|
|
(14
|
)
|
|||||
Total Other Expense
|
|
16
|
|
|
(21
|
)
|
|
78
|
|
|
356
|
|
|
429
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) Before Income Taxes (Benefits)
|
|
113
|
|
|
(1
|
)
|
|
(10,556
|
)
|
|
319
|
|
|
(10,125
|
)
|
|||||
Income taxes (benefits)
|
|
50
|
|
|
(4
|
)
|
|
(3,548
|
)
|
|
132
|
|
|
(3,370
|
)
|
|||||
Net Income (Loss)
|
|
$
|
63
|
|
|
$
|
3
|
|
|
$
|
(7,008
|
)
|
|
$
|
187
|
|
|
$
|
(6,755
|
)
|
|
|
For the Years Ended December 31
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Distribution services
|
|
$
|
4,785
|
|
|
$
|
4,510
|
|
|
$
|
275
|
|
|
|
|
|
|
|
|
||||||
Generation sales:
|
|
|
|
|
|
|
||||||
Retail
|
|
4,119
|
|
|
4,303
|
|
|
(184
|
)
|
|||
Wholesale
|
|
497
|
|
|
573
|
|
|
(76
|
)
|
|||
Total generation sales
|
|
4,616
|
|
|
4,876
|
|
|
(260
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other
|
|
228
|
|
|
196
|
|
|
32
|
|
|||
Total Revenues
|
|
$
|
9,629
|
|
|
$
|
9,582
|
|
|
$
|
47
|
|
|
|
For the Years Ended December 31
|
|
Increase
|
|||||
Electric Distribution MWH Deliveries
|
|
2016
|
|
2015
|
|
(Decrease)
|
|||
|
|
(In thousands)
|
|
|
|||||
Residential
|
|
54,840
|
|
|
54,466
|
|
|
0.7
|
%
|
Commercial
|
|
43,340
|
|
|
43,091
|
|
|
0.6
|
%
|
Industrial
|
|
50,082
|
|
|
50,269
|
|
|
(0.4
|
)%
|
Other
|
|
579
|
|
|
585
|
|
|
(1.0
|
)%
|
Total Electric Distribution MWH Deliveries
|
|
148,841
|
|
|
148,411
|
|
|
0.3
|
%
|
Source of Change in Generation Revenues
|
|
Increase (Decrease)
|
||
|
|
(In millions)
|
||
Retail:
|
|
|
|
|
Effect of decrease in sales volumes
|
|
$
|
(196
|
)
|
Change in prices
|
|
12
|
|
|
|
|
(184
|
)
|
|
Wholesale:
|
|
|
||
Effect of increase in sales volumes
|
|
47
|
|
|
Change in prices
|
|
(107
|
)
|
|
Capacity revenue
|
|
(16
|
)
|
|
|
|
(76
|
)
|
|
Decrease in Generation Revenues
|
|
$
|
(260
|
)
|
•
|
Fuel expense increased $
34 million
in
2016
, as compared to the same period of 2015, primarily related to higher generation.
|
•
|
Purchased power costs decreased
$275 million
in
2016
, as compared to the same period of 2015, primarily due to lower volumes resulting from increased customer shopping, as described above, as well as lower unit costs reflecting lower default service auction prices in Ohio and Pennsylvania.
|
Source of Change in Purchased Power
|
|
Increase(Decrease)
|
|||
|
|
(In millions)
|
|||
Purchases from non-affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
$
|
(133
|
)
|
|
Change due to decreased volumes
|
|
(6
|
)
|
||
|
|
(139
|
)
|
||
Purchases from affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
(2
|
)
|
||
Change due to decreased volumes
|
|
(204
|
)
|
||
|
|
(206
|
)
|
||
Capacity expense
|
|
(5
|
)
|
||
Amortization of deferred costs
|
|
75
|
|
||
Decrease in Purchased Power Costs
|
|
$
|
(275
|
)
|
•
|
Other operating expenses increased
$196 million
primarily due to:
|
•
|
An increase of $51 million resulting from the recognition of economic development and energy efficiency obligations in accordance with the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' ESP IV.
|
•
|
Higher retirement benefit costs of $57 million.
|
•
|
Higher transmission expenses of $56 million primarily related to an increase in network transmission expenses at the Ohio Companies, partially offset by lower congestion expenses at MP. The difference between current revenues and transmission costs incurred are deferred for future recovery or refund, resulting in no material impact on current period earnings.
|
•
|
Higher operating and maintenance expense of $33 million, primarily due to increased storm restoration costs, which are deferred for future recovery resulting in no material impact on current period earnings.
|
•
|
Pension and OPEB mark-to-market adjustments decreased
$78 million
to
$101 million
in 2016. The 2016 adjustment resulted from a 25 bps decrease in the discount rate used to measure benefit obligations partially offset by higher than expected asset returns and changes in certain actuarial assumptions.
|
•
|
Depreciation expenses increased
$12 million
due to a higher asset base.
|
•
|
Net amortization of regulatory assets increased
$52 million
primarily due to:
|
•
|
A full year recovery of storm costs in New Jersey, Pennsylvania, and West Virginia, effective with the implementation of new rates as discussed above ($35 million),
|
•
|
Recovery of West Virginia vegetation management program costs ($40 million), partially offset by
|
•
|
Higher deferral of storm restoration costs ($39 million).
|
•
|
General taxes increased
$17 million
primarily due to higher revenue-related taxes in Pennsylvania and higher property taxes in Ohio.
|
|
|
For the Years Ended December 31
|
|
Increase
|
||||||||
Revenues by Transmission Asset Owner
|
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
ATSI
|
|
$
|
540
|
|
|
$
|
446
|
|
|
$
|
94
|
|
TrAIL
|
|
252
|
|
|
252
|
|
|
—
|
|
|||
PATH
|
|
12
|
|
|
13
|
|
|
(1
|
)
|
|||
Utilities
|
|
347
|
|
|
343
|
|
|
4
|
|
|||
Total Revenues
|
|
$
|
1,151
|
|
|
$
|
1,054
|
|
|
$
|
97
|
|
|
|
For the Years Ended December 31
|
|
Increase (Decrease)
|
||||||||
Revenues by Type of Service
|
|
2016
|
|
2015
|
|
|||||||
|
|
(In millions)
|
||||||||||
Contract Sales:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
812
|
|
|
$
|
1,269
|
|
|
$
|
(457
|
)
|
Governmental Aggregation
|
|
814
|
|
|
1,012
|
|
|
(198
|
)
|
|||
Mass Market
|
|
169
|
|
|
265
|
|
|
(96
|
)
|
|||
POLR
|
|
583
|
|
|
712
|
|
|
(129
|
)
|
|||
Structured Sales
|
|
463
|
|
|
558
|
|
|
(95
|
)
|
|||
Total Contract Sales
|
|
2,841
|
|
|
3,816
|
|
|
(975
|
)
|
|||
Wholesale
|
|
1,457
|
|
|
1,225
|
|
|
232
|
|
|||
Transmission
|
|
73
|
|
|
138
|
|
|
(65
|
)
|
|||
Other
|
|
178
|
|
|
205
|
|
|
(27
|
)
|
|||
Total Revenues
|
|
$
|
4,549
|
|
|
$
|
5,384
|
|
|
$
|
(835
|
)
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31
|
|
Increase (Decrease)
|
|||||
MWH Sales by Channel
|
|
2016
|
|
2015
|
|
||||
|
|
(In thousands)
|
|
|
|||||
Contract Sales:
|
|
|
|
|
|
|
|||
Direct
|
|
15,310
|
|
|
23,585
|
|
|
(35.1
|
)%
|
Governmental Aggregation
|
|
13,730
|
|
|
15,443
|
|
|
(11.1
|
)%
|
Mass Market
|
|
2,431
|
|
|
3,878
|
|
|
(37.3
|
)%
|
POLR
|
|
9,969
|
|
|
11,950
|
|
|
(16.6
|
)%
|
Structured Sales
|
|
11,414
|
|
|
12,902
|
|
|
(11.5
|
)%
|
Total Contract Sales
|
|
52,854
|
|
|
67,758
|
|
|
(22.0
|
)%
|
Wholesale
|
|
15,201
|
|
|
7,326
|
|
|
107.5
|
%
|
Total MWH Sales
|
|
68,055
|
|
|
75,084
|
|
|
(9.4
|
)%
|
|
|
|
|
|
|
|
|
|
Source of Change in Revenues
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
MWH Sales Channel:
|
|
Sales Volumes
|
|
Prices
|
|
Gain on Settled Contracts
|
|
Capacity Revenue
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Direct
|
|
$
|
(445
|
)
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(457
|
)
|
Governmental Aggregation
|
|
(112
|
)
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|||||
Mass Market
|
|
(99
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||||
POLR
|
|
(118
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||||
Structured Sales
|
|
(64
|
)
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||
Wholesale
|
|
223
|
|
|
(10
|
)
|
|
98
|
|
|
(79
|
)
|
|
232
|
|
•
|
Fuel costs decreased $223 million, primarily due to lower generation associated with outages and lower economic dispatch of fossil units resulting from low wholesale spot market energy prices, as discussed above, as well as lower unit prices on fossil fuel contracts. Additionally, fuel costs were impacted by lower settlement and termination costs on coal contracts. The impact of settlements and terminations of coal contracts resulted in a pre-tax loss of $58 million and $67 million in 2016 and 2015, respectively.
|
•
|
Purchased power costs decreased $437 million due to lower capacity expenses ($234 million) and lower volumes ($203 million). The decrease in capacity expense, which is a component of CES' retail price, was primarily the result of lower contract sales and lower capacity rates associated with CES' retail sales obligations. Lower volumes primarily resulted from lower contract sales, as discussed above, partially offset by higher economic purchases, resulting from the low wholesale spot market price environment.
|
•
|
Fossil operating costs increased $4 million, primarily due to increased outage costs and higher employee benefit costs, partially offset by lower operating costs from the deactivation of certain fossil plants in April 2015.
|
•
|
Nuclear operating costs decreased $39 million, primarily as a result of lower refueling outage costs, partially offset by higher employee benefit costs. There were two refueling outages in 2016 as compared to three refueling outages in 2015.
|
•
|
Retirement benefit costs increased $31 million.
|
•
|
Transmission expenses decreased $175 million, primarily due to lower congestion and market-based ancillary costs associated with less volatile market conditions as compared to 2015, as well as lower load requirements.
|
•
|
Other operating expenses increased $35 million, primarily due to lower mark-to-market gains on commodity contract positions of $84 million and a $37 million charge associated with the termination of an FES customer contract, partially offset by lower lease expense as a result of the expiration of a nuclear sale-leaseback agreement.
|
•
|
Pension and OPEB mark-to-market adjustments decreased
$15 million
to
$45 million
in 2016. The 2016 adjustment resulted from a 25 bps decrease in the discount rate used to measure benefit obligations, partially offset by higher than expected asset returns and changes in other actuarial assumptions.
|
•
|
Depreciation expense decreased $7 million, primarily as a result of an out-of-period adjustment to reduce depreciation of a hydroelectric generating station, partially offset by a higher asset base.
|
•
|
General taxes decreased $6 million, primarily due to lower gross receipts taxes associated with lower retail sales volumes.
|
•
|
Impairment of assets increased
$10,631 million
, primarily due to impairments of goodwill and the competitive generation assets discussed above.
|
2015 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
9,386
|
|
|
$
|
1,054
|
|
|
$
|
4,493
|
|
|
$
|
(173
|
)
|
|
$
|
14,760
|
|
Other
|
|
196
|
|
|
—
|
|
|
205
|
|
|
(135
|
)
|
|
266
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
686
|
|
|
(686
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
9,582
|
|
|
1,054
|
|
|
5,384
|
|
|
(994
|
)
|
|
15,026
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
533
|
|
|
—
|
|
|
1,322
|
|
|
—
|
|
|
1,855
|
|
|||||
Purchased power
|
|
3,548
|
|
|
—
|
|
|
1,456
|
|
|
(686
|
)
|
|
4,318
|
|
|||||
Other operating expenses
|
|
2,240
|
|
|
156
|
|
|
1,670
|
|
|
(317
|
)
|
|
3,749
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
179
|
|
|
3
|
|
|
60
|
|
|
—
|
|
|
242
|
|
|||||
Provision for depreciation
|
|
664
|
|
|
164
|
|
|
394
|
|
|
60
|
|
|
1,282
|
|
|||||
Amortization of regulatory assets, net
|
|
261
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||
General taxes
|
|
703
|
|
|
102
|
|
|
140
|
|
|
33
|
|
|
978
|
|
|||||
Impairment of assets
|
|
8
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
42
|
|
|||||
Total Operating Expenses
|
|
8,136
|
|
|
432
|
|
|
5,076
|
|
|
(910
|
)
|
|
12,734
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
1,446
|
|
|
622
|
|
|
308
|
|
|
(84
|
)
|
|
2,292
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (loss)
|
|
42
|
|
|
—
|
|
|
(16
|
)
|
|
(48
|
)
|
|
(22
|
)
|
|||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
(362
|
)
|
|||||
Interest expense
|
|
(600
|
)
|
|
(147
|
)
|
|
(192
|
)
|
|
(193
|
)
|
|
(1,132
|
)
|
|||||
Capitalized interest
|
|
25
|
|
|
44
|
|
|
39
|
|
|
9
|
|
|
117
|
|
|||||
Total Other Expense
|
|
(533
|
)
|
|
(103
|
)
|
|
(169
|
)
|
|
(594
|
)
|
|
(1,399
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations Before Income Taxes
|
|
913
|
|
|
519
|
|
|
139
|
|
|
(678
|
)
|
|
893
|
|
|||||
Income taxes
|
|
325
|
|
|
191
|
|
|
50
|
|
|
(251
|
)
|
|
315
|
|
|||||
Income From Continuing Operations
|
|
588
|
|
|
328
|
|
|
89
|
|
|
(427
|
)
|
|
578
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income
|
|
$
|
588
|
|
|
$
|
328
|
|
|
$
|
89
|
|
|
$
|
(427
|
)
|
|
$
|
578
|
|
2014 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
8,850
|
|
|
$
|
817
|
|
|
$
|
5,281
|
|
|
$
|
(193
|
)
|
|
$
|
14,755
|
|
Other
|
|
204
|
|
|
—
|
|
|
189
|
|
|
(99
|
)
|
|
294
|
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
819
|
|
|
(819
|
)
|
|
—
|
|
|||||
Total Revenues
|
|
9,054
|
|
|
817
|
|
|
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
|
|
2,077
|
|
|
143
|
|
|
2,075
|
|
|
(333
|
)
|
|
3,962
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
506
|
|
|
2
|
|
|
327
|
|
|
—
|
|
|
835
|
|
|||||
Provision for depreciation
|
|
651
|
|
|
134
|
|
|
387
|
|
|
48
|
|
|
1,220
|
|
|||||
Amortization of regulatory assets, net
|
|
1
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
General taxes
|
|
692
|
|
|
71
|
|
|
171
|
|
|
28
|
|
|
962
|
|
|||||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Operating Expenses
|
|
7,879
|
|
|
361
|
|
|
6,823
|
|
|
(1,076
|
)
|
|
13,987
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income (Loss)
|
|
1,175
|
|
|
456
|
|
|
(534
|
)
|
|
(35
|
)
|
|
1,062
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income
|
|
56
|
|
|
—
|
|
|
54
|
|
|
(38
|
)
|
|
72
|
|
|||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
|
(603
|
)
|
|
(117
|
)
|
|
(197
|
)
|
|
(164
|
)
|
|
(1,081
|
)
|
|||||
Capitalized interest
|
|
14
|
|
|
55
|
|
|
37
|
|
|
12
|
|
|
118
|
|
|||||
Total Other Expense
|
|
(533
|
)
|
|
(62
|
)
|
|
(106
|
)
|
|
(190
|
)
|
|
(891
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Taxes (Benefits)
|
|
642
|
|
|
394
|
|
|
(640
|
)
|
|
(225
|
)
|
|
171
|
|
|||||
Income taxes (benefits)
|
|
209
|
|
|
139
|
|
|
(223
|
)
|
|
(167
|
)
|
|
(42
|
)
|
|||||
Income (Loss) From Continuing Operations
|
|
433
|
|
|
255
|
|
|
(417
|
)
|
|
(58
|
)
|
|
213
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|||||
Net Income (Loss)
|
|
$
|
433
|
|
|
$
|
255
|
|
|
$
|
(331
|
)
|
|
$
|
(58
|
)
|
|
$
|
299
|
|
Changes Between 2015 and 2014 Financial Results Increase (Decrease)
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive
Energy Services |
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Electric
|
|
$
|
536
|
|
|
$
|
237
|
|
|
$
|
(788
|
)
|
|
$
|
20
|
|
|
$
|
5
|
|
Other
|
|
(8
|
)
|
|
—
|
|
|
16
|
|
|
(36
|
)
|
|
(28
|
)
|
|||||
Internal
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
133
|
|
|
—
|
|
|||||
Total Revenues
|
|
528
|
|
|
237
|
|
|
(905
|
)
|
|
117
|
|
|
(23
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
(34
|
)
|
|
—
|
|
|
(391
|
)
|
|
—
|
|
|
(425
|
)
|
|||||
Purchased power
|
|
163
|
|
|
—
|
|
|
(694
|
)
|
|
133
|
|
|
(398
|
)
|
|||||
Other operating expenses
|
|
163
|
|
|
13
|
|
|
(405
|
)
|
|
16
|
|
|
(213
|
)
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
(327
|
)
|
|
1
|
|
|
(267
|
)
|
|
—
|
|
|
(593
|
)
|
|||||
Provision for depreciation
|
|
13
|
|
|
30
|
|
|
7
|
|
|
12
|
|
|
62
|
|
|||||
Amortization of regulatory assets, net
|
|
260
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
256
|
|
|||||
General taxes
|
|
11
|
|
|
31
|
|
|
(31
|
)
|
|
5
|
|
|
16
|
|
|||||
Impairment of assets
|
|
8
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
42
|
|
|||||
Total Operating Expenses
|
|
257
|
|
|
71
|
|
|
(1,747
|
)
|
|
166
|
|
|
(1,253
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Income
|
|
271
|
|
|
166
|
|
|
842
|
|
|
(49
|
)
|
|
1,230
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment loss
|
|
(14
|
)
|
|
—
|
|
|
(70
|
)
|
|
(10
|
)
|
|
(94
|
)
|
|||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
(362
|
)
|
|||||
Interest expense
|
|
3
|
|
|
(30
|
)
|
|
5
|
|
|
(29
|
)
|
|
(51
|
)
|
|||||
Capitalized interest
|
|
11
|
|
|
(11
|
)
|
|
2
|
|
|
(3
|
)
|
|
(1
|
)
|
|||||
Total Other Expense
|
|
—
|
|
|
(41
|
)
|
|
(63
|
)
|
|
(404
|
)
|
|
(508
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Continuing Operations Before Income Taxes
|
|
271
|
|
|
125
|
|
|
779
|
|
|
(453
|
)
|
|
722
|
|
|||||
Income taxes
|
|
116
|
|
|
52
|
|
|
273
|
|
|
(84
|
)
|
|
357
|
|
|||||
Income From Continuing Operations
|
|
155
|
|
|
73
|
|
|
506
|
|
|
(369
|
)
|
|
365
|
|
|||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(86
|
)
|
|||||
Net Income
|
|
$
|
155
|
|
|
$
|
73
|
|
|
$
|
420
|
|
|
$
|
(369
|
)
|
|
$
|
279
|
|
|
|
For the Years Ended December 31
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Distribution services
|
|
$
|
4,510
|
|
|
$
|
4,056
|
|
|
$
|
454
|
|
|
|
|
|
|
|
|
||||||
Generation sales:
|
|
|
|
|
|
|
||||||
Retail
|
|
4,303
|
|
|
4,043
|
|
|
260
|
|
|||
Wholesale
|
|
573
|
|
|
751
|
|
|
(178
|
)
|
|||
Total generation sales
|
|
4,876
|
|
|
4,794
|
|
|
82
|
|
|||
|
|
|
|
|
|
|
||||||
Other
|
|
196
|
|
|
204
|
|
|
(8
|
)
|
|||
Total Revenues
|
|
$
|
9,582
|
|
|
$
|
9,054
|
|
|
$
|
528
|
|
|
|
For the Years Ended December 31
|
|
Increase
|
|||||
Electric Distribution MWH Deliveries
|
|
2015
|
|
2014
|
|
(Decrease)
|
|||
|
|
(In thousands)
|
|
|
|||||
Residential
|
|
54,466
|
|
|
54,766
|
|
|
(0.5
|
)%
|
Commercial
|
|
43,091
|
|
|
42,925
|
|
|
0.4
|
%
|
Industrial
|
|
50,269
|
|
|
51,276
|
|
|
(2.0
|
)%
|
Other
|
|
585
|
|
|
586
|
|
|
(0.2
|
)%
|
Total Electric Distribution MWH Deliveries
|
|
148,411
|
|
|
149,553
|
|
|
(0.8
|
)%
|
Source of Change in Generation Revenues
|
|
Increase (Decrease)
|
||
|
|
(In millions)
|
||
Retail:
|
|
|
|
|
Effect of increase in sales volumes
|
|
$
|
146
|
|
Change in prices
|
|
114
|
|
|
|
|
260
|
|
|
Wholesale:
|
|
|
||
Effect of decrease in sales volumes
|
|
(151
|
)
|
|
Change in prices
|
|
(82
|
)
|
|
Capacity revenue
|
|
55
|
|
|
|
|
(178
|
)
|
|
Increase in Generation Revenues
|
|
$
|
82
|
|
•
|
Fuel expense decreased
$34 million
in 2015 primarily related to lower economic dispatch resulting from low spot market energy prices.
|
•
|
Purchased power costs were
$163 million
higher in 2015 primarily due to increased volumes reflecting lower customer shopping as described above, higher unit costs related to higher default service auction prices, and higher capacity expense at MP, partially offset by lower volumes resulting from the termination of certain NUG contracts at JCP&L and PN.
|
Source of Change in Purchased Power
|
|
Increase(Decrease)
|
|||
|
|
(In millions)
|
|||
Purchases from non-affiliates:
|
|
|
|||
Change due to increased unit costs
|
|
$
|
66
|
|
|
Change due to increased volumes
|
|
185
|
|
||
|
|
251
|
|
||
Purchases from affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
(21
|
)
|
||
Change due to decreased volumes
|
|
(113
|
)
|
||
|
|
(134
|
)
|
||
Capacity expense
|
|
36
|
|
||
Amortization of deferred costs
|
|
10
|
|
||
Increase in Purchased Power Costs
|
|
$
|
163
|
|
•
|
Higher transmission expenses of $73 million primarily due to an increase in network transmission expenses at the Ohio Companies, partially offset by lower congestion expenses at MP. The differences between current retail transmission revenues and transmission costs incurred are deferred for future recovery, resulting in no material impact on current period earnings.
|
•
|
Increased regulated generation operating and maintenance expenses of $7 million, reflecting higher planned outage expenses in 2015 compared to 2014.
|
•
|
Higher retirement benefit costs of $22 million.
|
•
|
Higher distribution operating and maintenance expenses of $61 million, reflecting increased reliability maintenance and other employee benefit costs, partially offset by lower storm restoration costs.
|
•
|
Pension and OPEB mark-to-market adjustments decreased
$327 million
to
$179 million
, which was impacted by lower than expected asset returns, partially offset by an increase in the discount rate used to measure benefit obligations.
|
•
|
Depreciation expense increased
$13 million
due to a higher asset base, partially offset by lower depreciation rates at JCP&L effective with the implementation of new rates from its distribution base rate case as well as lower depreciation rates in Pennsylvania based on updated asset life studies approved by the PPUC.
|
•
|
Net regulatory asset amortization increased
$260 million
primarily due to:
|
•
|
Recovery of storm costs in New Jersey, Pennsylvania, and West Virginia effective with the implementation of new rates as discussed above ($66 million),
|
•
|
Higher energy efficiency program cost recovery ($66 million),
|
•
|
Lower deferral of TTS costs in West Virginia ($37 million),
|
•
|
Higher amortizations of above-market NUG costs in Pennsylvania and New Jersey ($36 million),
|
•
|
Lower deferral of West Virginia vegetation management expenses ($31 million),
|
•
|
Higher default generation service cost amortization ($28 million), and
|
•
|
Recovery of Pennsylvania legacy meter costs ($22 million); partially offset by
|
•
|
Higher cost deferral of Ohio network transmission expenses ($33 million).
|
•
|
General taxes increased
$11 million
primarily due to higher revenue-related taxes in Pennsylvania, partially offset by lower property taxes in Ohio.
|
|
|
For the Years Ended December 31
|
|
|
||||||||
Revenues by Transmission Asset Owner
|
|
2015
|
|
2014
|
|
Increase (Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
ATSI
|
|
$
|
446
|
|
|
$
|
242
|
|
|
$
|
204
|
|
TrAIL
|
|
252
|
|
|
214
|
|
|
38
|
|
|||
PATH
|
|
13
|
|
|
13
|
|
|
—
|
|
|||
Utilities
|
|
343
|
|
|
348
|
|
|
(5
|
)
|
|||
Total Revenues
|
|
$
|
1,054
|
|
|
$
|
817
|
|
|
$
|
237
|
|
|
|
For the Years Ended December 31
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Contract Sales:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
1,269
|
|
|
$
|
2,359
|
|
|
$
|
(1,090
|
)
|
Governmental Aggregation
|
|
1,012
|
|
|
1,184
|
|
|
(172
|
)
|
|||
Mass Market
|
|
265
|
|
|
452
|
|
|
(187
|
)
|
|||
POLR
|
|
712
|
|
|
902
|
|
|
(190
|
)
|
|||
Structured Sales
|
|
558
|
|
|
522
|
|
|
36
|
|
|||
Total Contract Sales
|
|
3,816
|
|
|
5,419
|
|
|
(1,603
|
)
|
|||
Wholesale
|
|
1,225
|
|
|
461
|
|
|
764
|
|
|||
Transmission
|
|
138
|
|
|
220
|
|
|
(82
|
)
|
|||
Other
|
|
205
|
|
|
189
|
|
|
16
|
|
|||
Total Revenues
|
|
$
|
5,384
|
|
|
$
|
6,289
|
|
|
$
|
(905
|
)
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31
|
|
Increase
|
|||||
MWH Sales by Channel
|
|
2015
|
|
2014
|
|
(Decrease)
|
|||
|
|
(In thousands)
|
|
|
|||||
Contract Sales:
|
|
|
|
|
|
|
|||
Direct
|
|
23,585
|
|
|
44,012
|
|
|
(46.4
|
)%
|
Governmental Aggregation
|
|
15,443
|
|
|
19,569
|
|
|
(21.1
|
)%
|
Mass Market
|
|
3,878
|
|
|
6,773
|
|
|
(42.7
|
)%
|
POLR
|
|
11,950
|
|
|
15,708
|
|
|
(23.9
|
)%
|
Structured Sales
|
|
12,902
|
|
|
12,814
|
|
|
0.7
|
%
|
Total Contract Sales
|
|
67,758
|
|
|
98,876
|
|
|
(31.5
|
)%
|
Wholesale
|
|
7,326
|
|
|
680
|
|
|
NM
|
|
Total MWH Sales
|
|
75,084
|
|
|
99,556
|
|
|
(24.6
|
)%
|
|
|
|
|
|
|
|
|
|
Source of Change in Revenues
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
MWH Sales Channel:
|
|
Sales Volumes
|
|
Prices
|
|
Gain on Settled Contracts
|
|
Capacity Revenue
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Direct
|
|
$
|
(1,095
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,090
|
)
|
Governmental Aggregation
|
|
(249
|
)
|
|
77
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|||||
Mass Market
|
|
(193
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|||||
POLR
|
|
(216
|
)
|
|
26
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|||||
Structured Sales
|
|
3
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Wholesale
|
|
197
|
|
|
(8
|
)
|
|
107
|
|
|
468
|
|
|
764
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
•
|
Fuel costs decreased $391 million, primarily due to lower economic dispatch of fossil units resulting from low spot market energy prices and lower nuclear unit prices, resulting from the suspension of the DOE nuclear disposal fee, effective May 16, 2014. Additionally, fuel costs were impacted by a decrease in settlement and termination costs related to coal and transportation contracts. The impact of terminations and settlements of coal and transportation contracts resulted in a pre-tax loss of $67 million and $166 million in 2015 and 2014, respectively.
|
•
|
Purchased power costs decreased $694 million due to lower volumes ($888 million), partially offset by higher unit prices ($39 million) and higher capacity expenses ($155 million). Lower volumes were primarily due to decreased load requirements resulting from lower sales, as discussed above, partially offset by lower fossil generation, as discussed above. The higher unit prices are primarily due to higher losses on financially settled contracts, partially offset by lower market prices in 2015 as compared to 2014. The increase in capacity expense, which is a component of CES' retail price, was primarily the result of higher capacity rates associated with CES' retail sales obligations.
|
•
|
Nuclear operating costs increased $84 million as a result of higher refueling outage costs and higher employee benefit expenses. There were three refueling outages in 2015 as compared to two refueling outages in 2014.
|
•
|
Transmission expenses decreased $273 million, primarily due to lower operating reserve and market-based ancillary costs associated with market conditions resulting from the extreme weather events in 2014.
|
•
|
General taxes decreased $31 million, primarily due to lower gross receipts taxes associated with lower retail sales volumes.
|
•
|
Pension and OPEB mark-to-market adjustments decreased $267 million to $60 million, which was impacted by lower than expected asset returns, partially offset by an increase in the discount rate used to measure benefit obligations.
|
•
|
Other operating expenses decreased $216 million, primarily due to a $141 million decrease in mark-to-market expenses on commodity contract positions reflecting lower market prices and a $71 million decrease in retail-related costs.
|
•
|
Impairment of assets were $34 million in 2015 due to impairment charges associated with non-core assets.
|
Regulatory Assets (Liabilities) by Source
|
|
December 31,
2016 |
|
December 31,
2015 |
|
Increase
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Regulatory transition costs
|
|
$
|
90
|
|
|
$
|
185
|
|
|
$
|
(95
|
)
|
Customer receivables for future income taxes
|
|
444
|
|
|
355
|
|
|
89
|
|
|||
Nuclear decommissioning and spent fuel disposal costs
|
|
(304
|
)
|
|
(272
|
)
|
|
(32
|
)
|
|||
Asset removal costs
|
|
(470
|
)
|
|
(372
|
)
|
|
(98
|
)
|
|||
Deferred transmission costs
|
|
127
|
|
|
115
|
|
|
12
|
|
|||
Deferred generation costs
|
|
215
|
|
|
243
|
|
|
(28
|
)
|
|||
Deferred distribution costs
|
|
296
|
|
|
335
|
|
|
(39
|
)
|
|||
Contract valuations
|
|
153
|
|
|
186
|
|
|
(33
|
)
|
|||
Storm-related costs
|
|
353
|
|
|
403
|
|
|
(50
|
)
|
|||
Other
|
|
110
|
|
|
170
|
|
|
(60
|
)
|
|||
Net Regulatory Assets included on the Consolidated Balance Sheets
|
|
$
|
1,014
|
|
|
$
|
1,348
|
|
|
$
|
(334
|
)
|
Reportable Segment
|
|
2016 Actual
(1)
|
|
2016 Pension/OPEB Mark-to-Market Capital Costs
|
|
2016 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs
|
|
2017 Forecast
(2)
|
|
2018 Forecast
(2)
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Regulated Distribution
|
|
$
|
1,327
|
|
|
$
|
46
|
|
|
$
|
1,281
|
|
|
$
|
1,325
|
|
|
$
|
1,305
|
|
Regulated Transmission
(4)
|
|
1,005
|
|
|
4
|
|
|
1,001
|
|
|
1,000
|
|
|
1,000
|
|
|||||
CES
(3)
|
|
547
|
|
|
(3
|
)
|
|
550
|
|
|
365
|
|
|
290
|
|
|||||
Corporate/Other
|
|
93
|
|
|
—
|
|
|
93
|
|
|
95
|
|
|
90
|
|
|||||
Total
|
|
$
|
2,972
|
|
|
$
|
47
|
|
|
$
|
2,925
|
|
|
$
|
2,785
|
|
|
$
|
2,685
|
|
Operating Company
|
|
2016 Actual
(1)
|
|
2016 Pension/OPEB Mark-to-Market Capital Costs
|
|
2016 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs
|
|
2017 Forecast
(2)
|
|
||||||||
|
|
(In millions)
|
|||||||||||||||
OE
|
|
$
|
163
|
|
|
$
|
7
|
|
|
$
|
156
|
|
|
$
|
145
|
|
|
Penn
|
|
50
|
|
|
3
|
|
|
47
|
|
|
45
|
|
|
||||
CEI
|
|
158
|
|
|
25
|
|
|
133
|
|
|
125
|
|
|
||||
TE
|
|
46
|
|
|
2
|
|
|
44
|
|
|
45
|
|
|
||||
JCP&L
|
|
399
|
|
|
17
|
|
|
382
|
|
|
350
|
|
|
||||
ME
|
|
139
|
|
|
6
|
|
|
133
|
|
|
135
|
|
|
||||
PN
|
|
184
|
|
|
1
|
|
|
183
|
|
|
160
|
|
|
||||
MP
|
|
242
|
|
|
(6
|
)
|
|
248
|
|
|
250
|
|
|
||||
PE
|
|
103
|
|
|
(5
|
)
|
|
108
|
|
|
125
|
|
|
||||
WP
|
|
166
|
|
|
—
|
|
|
166
|
|
|
205
|
|
|
||||
ATSI
|
|
487
|
|
|
—
|
|
|
487
|
|
|
420
|
|
|
||||
TrAIL
|
|
217
|
|
|
—
|
|
|
217
|
|
|
60
|
|
|
||||
FES
|
|
470
|
|
|
(3
|
)
|
|
473
|
|
|
320
|
|
|
||||
AE Supply
(3)
|
|
63
|
|
|
—
|
|
|
63
|
|
|
45
|
|
|
||||
MAIT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
||||
Other subsidiaries
|
|
85
|
|
|
—
|
|
|
85
|
|
|
95
|
|
|
||||
Total
|
|
$
|
2,972
|
|
|
$
|
47
|
|
|
$
|
2,925
|
|
|
$
|
2,785
|
|
|
Currently Payable Long-Term Debt
|
|
(In millions)
|
||
FMBs
|
|
$
|
725
|
|
Unsecured notes
|
|
680
|
|
|
Unsecured PCRBs
|
|
158
|
|
|
Collateralized lease obligation bonds
|
|
5
|
|
|
Sinking fund requirements
|
|
74
|
|
|
Other notes
|
|
43
|
|
|
|
|
$
|
1,685
|
|
•
|
FE and the Utilities entered into a new $4 billion revolving credit facility, which represents an increase of $500 million over the existing $3.5 billion facility it replaced,
|
•
|
FET and its subsidiaries entered into a $1 billion revolving credit facility, which replaced their existing $1 billion facility, and
|
•
|
FES and AE Supply terminated their unsecured $1.5 billion credit facility (commitments of $900 million and $600 million for FES and AE Supply, respectively) and FES entered into a new, two-year secured credit facility with FE in which FE provided a committed line of credit to FES of up to $500 million and additional credit support of up to $200 million to cover a $169 million surety bond for the benefit of the PA DEP with respect to LBR, and other bonds as designated in writing to FE. In connection with the cancellation of the prior FES/AE Supply facility and entry into the new FES secured facility with FE, certain commitments and amendments associated with shared services and operational matters were made including, without limitation, as follows: (i) FE reaffirmed its obligations under the Intercompany Tax Allocation Agreement, and (ii) amendments to the Service Agreement by and among FESC, FES, FG and NG, to prevent termination until the earlier of December 31, 2018, or a change in control of FES or its subsidiaries.
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy
(1)
|
|
Revolving
|
|
December 2021
|
|
$
|
4,000
|
|
|
$
|
1,341
|
|
FET
(2)
|
|
Revolving
|
|
December 2021
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
$
|
5,000
|
|
|
$
|
2,341
|
|
|
|
|
|
Cash
|
|
—
|
|
|
308
|
|
||
|
|
|
|
Total
|
|
$
|
5,000
|
|
|
$
|
2,649
|
|
(1)
|
FE and the Utilities.
|
(2)
|
Includes FET, ATSI and TrAIL.
|
Type
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
(In millions)
|
||||||
Two-year secured credit facility with FE
|
|
$
|
500
|
|
|
$
|
500
|
|
Cash
|
|
—
|
|
|
2
|
|
||
|
|
$
|
500
|
|
|
$
|
502
|
|
Borrower
|
|
FirstEnergy Revolving
Credit Facility
Sub-Limit
|
|
FET Revolving
Credit Facility
Sub-Limit
|
|
Regulatory and
Other Short-Term Debt Limitations
|
|
|
|||||||||
|
|
(In millions)
|
|
|
|||||||||||||
FE
|
|
|
$
|
4,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
(1)
|
|
FET
|
|
|
—
|
|
|
|
1,000
|
|
|
|
—
|
|
(1)
|
|
|||
OE
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
CEI
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
TE
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
JCP&L
|
|
|
600
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
ME
|
|
|
300
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
PN
|
|
|
300
|
|
|
|
—
|
|
|
|
300
|
|
(2)
|
|
|||
WP
|
|
|
200
|
|
|
|
—
|
|
|
|
200
|
|
(2)
|
|
|||
MP
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
PE
|
|
|
150
|
|
|
|
—
|
|
|
|
150
|
|
(2)
|
|
|||
ATSI
|
|
|
—
|
|
|
|
500
|
|
|
|
500
|
|
(2)
|
|
|||
Penn
|
|
|
50
|
|
|
|
—
|
|
|
|
100
|
|
(2)
|
|
|||
TrAIL
|
|
|
—
|
|
|
|
400
|
|
|
|
400
|
|
(2)
|
|
|||
MAIT
|
|
|
—
|
|
|
|
400
|
|
|
|
400
|
|
(2)(3)
|
|
(1)
|
No limitations.
|
(2)
|
Includes amounts which may be borrowed under the regulated companies' money pool.
|
(3)
|
Pending regulatory approval, as discussed under "Outlook - FERC Matters" below.
|
|
|
Senior Secured
|
|
Senior Unsecured
|
||||||||
Issuer
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
FE
|
|
—
|
|
—
|
|
—
|
|
BB+
|
|
Baa3
|
|
BBB-
|
FES
|
|
B
|
|
B1
|
|
—
|
|
CCC+
|
|
Caa1
|
|
C
|
AE Supply
|
|
BB
|
|
—
|
|
BB
|
|
BB-
|
|
B1
|
|
BB-
|
AGC
|
|
—
|
|
—
|
|
—
|
|
BB-
|
|
Baa3
|
|
BB
|
ATSI
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
BBB+
|
CEI
|
|
BBB+
|
|
Baa1
|
|
A-
|
|
BBB-
|
|
Baa3
|
|
BBB+
|
FET
|
|
—
|
|
—
|
|
—
|
|
BB+
|
|
Baa3
|
|
BBB-
|
JCP&L
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
BBB
|
ME
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa1
|
|
BBB+
|
MP
|
|
BBB+
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
OE
|
|
BBB+
|
|
A2
|
|
A-
|
|
BBB-
|
|
Baa1
|
|
BBB+
|
PN
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
BBB+
|
Penn
|
|
—
|
|
A2
|
|
A-
|
|
—
|
|
—
|
|
—
|
PE
|
|
BBB+
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
TE
|
|
BBB+
|
|
Baa1
|
|
A-
|
|
—
|
|
—
|
|
—
|
TrAIL
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
A3
|
|
BBB+
|
WP
|
|
BBB+
|
|
A2
|
|
A-
|
|
—
|
|
—
|
|
—
|
•
|
A $239 million increase in cash contributions to the qualified pension plan, partially offset by;
|
•
|
Higher distribution deliveries and the full year impact of net rate increases implemented in 2015 at certain Utilities;
|
•
|
Higher transmission revenue, reflecting recovery of incremental operating expenses and a higher rate base;
|
•
|
Lower disbursements for fuel and purchased power resulting from the lower sales volumes partially offset by lower capacity revenues at CES.
|
•
|
Distribution rate increases associated with the implementation of new rates, partially offset by a year-over-year decline in distribution deliveries;
|
•
|
Higher transmission revenue and earnings, reflecting recovery of incremental operating expenses, a higher rate base and forward-looking rates at ATSI;
|
•
|
Higher capacity revenues at CES, partially offset by a decline in sales volume;
|
•
|
Lower disbursements for fuel and purchased power resulting from lower sales volumes; and
|
•
|
Lower posted collateral; partially offset by,
|
•
|
A $143 million contribution to the qualified pension plan in 2015.
|
|
|
For the Years Ended December 31
|
||||||||||
Securities Issued or Redeemed / Repaid
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
New Issues
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes
|
|
$
|
—
|
|
|
$
|
475
|
|
|
$
|
2,400
|
|
PCRBs
|
|
471
|
|
|
339
|
|
|
878
|
|
|||
FMBs
|
|
305
|
|
|
295
|
|
|
200
|
|
|||
Term loan
|
|
1,200
|
|
|
200
|
|
|
1,050
|
|
|||
Senior secured notes
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
|
|
$
|
1,976
|
|
|
$
|
1,311
|
|
|
$
|
4,528
|
|
|
|
|
|
|
|
|
||||||
Redemptions / Repayments
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes
|
|
$
|
(300
|
)
|
|
$
|
—
|
|
|
$
|
(600
|
)
|
PCRBs
|
|
(483
|
)
|
|
(313
|
)
|
|
(793
|
)
|
|||
FMBs
|
|
(246
|
)
|
|
(215
|
)
|
|
(175
|
)
|
|||
Term loan
|
|
(1,200
|
)
|
|
(200
|
)
|
|
—
|
|
|||
Senior secured notes
|
|
(102
|
)
|
|
(151
|
)
|
|
(191
|
)
|
|||
|
|
$
|
(2,331
|
)
|
|
$
|
(879
|
)
|
|
$
|
(1,759
|
)
|
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
|
$
|
975
|
|
|
$
|
(91
|
)
|
|
$
|
(1,605
|
)
|
|
|
|
|
|
|
|
||||||
Common stock dividend payments
|
|
$
|
(611
|
)
|
|
$
|
(607
|
)
|
|
$
|
(604
|
)
|
|
|
For the Years Ended December 31
|
||||||||||
Cash Used for Investing Activities
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Property Additions:
|
|
|
|
|
|
|
||||||
Regulated distribution
|
|
$
|
1,063
|
|
|
$
|
1,040
|
|
|
$
|
855
|
|
Regulated transmission
|
|
1,101
|
|
|
1,020
|
|
|
1,446
|
|
|||
Competitive energy services
|
|
619
|
|
|
588
|
|
|
939
|
|
|||
Corporate / other
|
|
52
|
|
|
56
|
|
|
72
|
|
|||
Nuclear fuel
|
|
232
|
|
|
190
|
|
|
233
|
|
|||
Proceeds from asset sales
|
|
(15
|
)
|
|
(20
|
)
|
|
(394
|
)
|
|||
Investments
|
|
111
|
|
|
114
|
|
|
103
|
|
|||
Asset removal costs
|
|
145
|
|
|
142
|
|
|
153
|
|
|||
Other
|
|
(27
|
)
|
|
(8
|
)
|
|
(48
|
)
|
|||
|
|
$
|
3,281
|
|
|
$
|
3,122
|
|
|
$
|
3,359
|
|
•
|
a decrease of $351 million at CES, resulting from the absence of capital investments associated with the Davis-Besse steam generators that were placed into service in May 2014,
|
•
|
a decrease of $426 million at Regulated Transmission primarily relating to the timing of capital investments associated with its
Energizing the Future
investment program
,
partially offset by
|
•
|
an increase of $185 million at Regulated Distribution relating to utility specific project investments and costs associated with the Pennsylvania smart meter program.
|
Contractual Obligations
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Long-term debt
(1)
|
|
$
|
19,881
|
|
|
$
|
1,641
|
|
|
$
|
3,968
|
|
|
$
|
2,063
|
|
|
$
|
12,209
|
|
Short-term borrowings
|
|
2,675
|
|
|
2,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on long-term debt
(2)
|
|
12,539
|
|
|
986
|
|
|
1,736
|
|
|
1,556
|
|
|
8,261
|
|
|||||
Operating leases
(3)
|
|
1,957
|
|
|
125
|
|
|
265
|
|
|
216
|
|
|
1,351
|
|
|||||
Capital leases
(3)
|
|
117
|
|
|
32
|
|
|
44
|
|
|
26
|
|
|
15
|
|
|||||
Fuel and purchased power
(4)
|
|
10,438
|
|
|
1,368
|
|
|
2,180
|
|
|
1,629
|
|
|
5,261
|
|
|||||
Capital expenditures
(5)
|
|
1,668
|
|
|
647
|
|
|
762
|
|
|
259
|
|
|
—
|
|
|||||
Pension funding
|
|
2,565
|
|
|
—
|
|
|
827
|
|
|
1,032
|
|
|
706
|
|
|||||
Total
|
|
$
|
51,840
|
|
|
$
|
7,474
|
|
|
$
|
9,782
|
|
|
$
|
6,781
|
|
|
$
|
27,803
|
|
(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, 2016
.
|
(3)
|
See Note 7, Leases, of the Combined Notes to Consolidated Financial Statements.
|
(4)
|
Amounts under contract with fixed or minimum quantities based on estimated annual requirements.
|
(5)
|
Amounts represent committed capital expenditures as of
December 31, 2016
.
|
Guarantees and Other Assurances
|
|
Maximum Exposure
|
||
|
|
(In millions)
|
||
FE's Guarantees on Behalf of its Subsidiaries
|
|
|
|
|
Energy and Energy-Related Contracts
(1)
|
|
$
|
12
|
|
Deferred compensation arrangements
(2)
|
|
559
|
|
|
Other
(3)
|
|
10
|
|
|
|
|
581
|
|
|
Subsidiaries’ Guarantees
|
|
|
||
Energy and Energy-Related Contracts
(4)
|
|
265
|
|
|
FES' guarantee of nuclear decommissioning costs
(5)(6)
|
|
21
|
|
|
FES’ guarantee of FG’s sale and leaseback obligations
|
|
1,647
|
|
|
|
|
1,933
|
|
|
FE's Guarantees on Behalf of Business Ventures
|
|
|
||
Global Holding Facility
|
|
300
|
|
|
|
|
|
||
Other Assurances
|
|
|
||
Surety Bonds - Wholly Owned Subsidiaries
(7)
|
|
373
|
|
|
Surety Bonds
|
|
22
|
|
|
Sale leaseback indemnity
|
|
58
|
|
|
LOCs
(8)
|
|
12
|
|
|
|
|
465
|
|
|
Total Guarantees and Other Assurances
|
|
$
|
3,279
|
|
(1)
|
Issued for open-ended terms, with a 10-day termination right by FirstEnergy.
|
(2)
|
CES related portion is $
139 million
, including
$53 million
and
$86 million
at FES and FENOC, respectively.
|
(3)
|
Includes guarantees of $
4 million
for nuclear decommissioning funding assurances, $
3 million
for railcar leases, and $
3 million
for various leases.
|
(4)
|
Includes energy and energy-related contracts associated with FES.
|
(5)
|
NG funded a $10 million supplemental trust in December 2016 to replace this guarantee, which will terminate in April 2017.
|
(6)
|
FES provides a parental support agreement to NG of up to $400 million that may be required in the event of extraordinary circumstances. FE is working with FES to establish conditional credit support on terms and conditions to be agreed upon for the $400 million FES parental support agreement that is currently in place for the benefit of NG in the event that FES is unable to provide the necessary support to NG.
|
(7)
|
Effective January 2017, FE is an indemnitor for $169 million of FG surety bonds for the benefit of the PA DEP with respect to LBR.
|
(8)
|
Includes $
9 million
issued for various terms pursuant to LOC capacity available under FirstEnergy's revolving credit facilities and $
3 million
pledged in connection with the sale and leaseback of the Beaver Valley Unit 2 by OE.
|
Potential Additional Collateral Obligations
|
|
FES
|
|
AE Supply
|
|
Regulated
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Contractual Obligations for Additional Collateral
|
|
|
|
|
|
|
|
|
||||||||
At Current Credit Rating
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Upon Further Downgrade
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
||||
Surety Bonds (Collateralized Amount)
(1)
|
|
240
|
|
|
25
|
|
|
102
|
|
|
367
|
|
||||
Total Exposure from Contractual Obligations
|
|
$
|
247
|
|
|
$
|
28
|
|
|
$
|
150
|
|
|
$
|
425
|
|
Source of Information-
Fair Value by Contract Year
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Prices actively quoted
(1)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Other external sources
(2)
|
|
27
|
|
|
(8
|
)
|
|
(31
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||||
Prices based on models
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Total
(3)
|
|
$
|
30
|
|
|
$
|
(8
|
)
|
|
$
|
(31
|
)
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
(1)
|
Represents exchange traded New York Mercantile Exchange futures and options.
|
(2)
|
Primarily represents contracts based on broker and ICE quotes.
|
(3)
|
Includes
$(107) million
in non-hedge derivative contracts that are primarily related to NUG contracts at certain of the Utilities. NUG contracts are subject to regulatory accounting and do not impact earnings.
|
Comparison of Carrying Value to Fair Value
|
||||||||||||||||||||||||||||||||
Year of Maturity
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
There-after
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments Other Than Cash and Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Income
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,768
|
|
|
$
|
1,770
|
|
|
$
|
1,771
|
|
Average interest rate
|
|
8.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
1,517
|
|
|
$
|
1,329
|
|
|
$
|
1,035
|
|
|
$
|
541
|
|
|
$
|
58
|
|
|
$
|
14,203
|
|
|
$
|
18,683
|
|
|
$
|
18,627
|
|
Average interest rate
|
|
6.2
|
%
|
|
6.0
|
%
|
|
6.9
|
%
|
|
5.6
|
%
|
|
4.9
|
%
|
|
5.3
|
%
|
|
5.53
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
1,202
|
|
|
$
|
1,202
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.4
|
%
|
|
—
|
%
|
|
2.43
|
%
|
|
|
Postemployment Benefits Expense (Credits)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Pension
|
|
$
|
277
|
|
|
$
|
316
|
|
|
$
|
939
|
|
OPEB
|
|
(40
|
)
|
|
(61
|
)
|
|
(101
|
)
|
|||
Total
|
|
$
|
237
|
|
|
$
|
255
|
|
|
$
|
838
|
|
Assumption
|
|
Adverse Change
|
|
Pension
|
|
OPEB
|
|
Total
|
||||
|
|
|
|
|
|
(In millions)
|
|
|
||||
Discount rate
|
|
Decrease by .25%
|
|
288
|
|
|
19
|
|
|
$
|
307
|
|
Long-term return on assets
|
|
Decrease by .25%
|
|
15
|
|
|
1
|
|
|
$
|
16
|
|
Health care trend rate
|
|
Increase by 1.0%
|
|
N/A
|
|
|
22
|
|
|
$
|
22
|
|
•
|
ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,”
|
•
|
ASU 2016-06, “Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force),"
|
•
|
ASU 2016-07, “Simplifying the Transition to the Equity Method of Accounting," and
|
•
|
ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control.”
|
•
|
Legislative or regulatory solutions for generation assets that recognize their environmental or energy security benefits,
|
•
|
Additional asset sales and/or plant deactivations,
|
•
|
Restructuring FES debt with its creditors, and/or
|
•
|
Seeking protection under U.S. bankruptcy laws for FES and possibly FENOC.
|
|
|
For the Years Ended December 31
|
|
Increase
|
||||||||
Revenues by Type of Service
|
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Contract Sales:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
812
|
|
|
$
|
1,269
|
|
|
$
|
(457
|
)
|
Governmental Aggregation
|
|
814
|
|
|
1,012
|
|
|
(198
|
)
|
|||
Mass Market
|
|
169
|
|
|
265
|
|
|
(96
|
)
|
|||
POLR
|
|
583
|
|
|
712
|
|
|
(129
|
)
|
|||
Structured Sales
|
|
440
|
|
|
535
|
|
|
(95
|
)
|
|||
Total Contract Sales
|
|
2,818
|
|
|
3,793
|
|
|
(975
|
)
|
|||
Wholesale
|
|
1,350
|
|
|
902
|
|
|
448
|
|
|||
Transmission
|
|
70
|
|
|
122
|
|
|
(52
|
)
|
|||
Other
|
|
160
|
|
|
188
|
|
|
(28
|
)
|
|||
Total Revenues
|
|
$
|
4,398
|
|
|
$
|
5,005
|
|
|
$
|
(607
|
)
|
|
|
For the Years Ended December 31
|
|
Increase
|
|||||
MWH Sales by Channel
|
|
2016
|
|
2015
|
|
(Decrease)
|
|||
|
|
(In thousands)
|
|
|
|||||
Contract Sales:
|
|
|
|
|
|
|
|||
Direct
|
|
15,310
|
|
|
23,585
|
|
|
(35.1
|
)%
|
Governmental Aggregation
|
|
13,730
|
|
|
15,443
|
|
|
(11.1
|
)%
|
Mass Market
|
|
2,431
|
|
|
3,878
|
|
|
(37.3
|
)%
|
POLR
|
|
9,969
|
|
|
11,950
|
|
|
(16.6
|
)%
|
Structured Sales
|
|
11,004
|
|
|
12,486
|
|
|
(11.9
|
)%
|
Total Contract Sales
|
|
52,444
|
|
|
67,342
|
|
|
(22.1
|
)%
|
Wholesale
|
|
13,812
|
|
|
2,188
|
|
|
531.3
|
%
|
Total MWH Sales
|
|
66,256
|
|
|
69,530
|
|
|
(4.7
|
)%
|
|
|
Source of Change in Revenues
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
MWH Sales Channel:
|
|
Sales Volumes
|
|
Prices
|
|
Gain on Settled Contracts
|
|
Capacity Revenue
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Direct
|
|
$
|
(445
|
)
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(457
|
)
|
Governmental Aggregation
|
|
(112
|
)
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|||||
Mass Market
|
|
(99
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||||
POLR
|
|
(118
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||||
Structured Sales
|
|
(63
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||||
Wholesale
|
|
274
|
|
|
52
|
|
|
98
|
|
|
24
|
|
|
448
|
|
|
|
Source of Change
|
||||||||||||||||||
|
|
Increase (Decrease)
|
||||||||||||||||||
Operating Expense
|
|
Volumes
|
|
Prices
|
|
Loss on Settled Contracts
|
|
Capacity Expense
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Fossil Fuel
|
|
$
|
(103
|
)
|
|
$
|
(64
|
)
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
(97
|
)
|
Nuclear Fuel
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Affiliated Purchased Power
|
|
(30
|
)
|
|
(68
|
)
|
|
369
|
|
|
—
|
|
|
271
|
|
|||||
Non-affiliated Purchased Power
|
|
(409
|
)
|
|
(21
|
)
|
|
—
|
|
|
(234
|
)
|
|
(664
|
)
|
•
|
Fossil operating costs decreased $12 million, primarily as a result of the deactivation of certain fossil plants in 2015, partially offset by increased outage costs and higher employee benefit costs
|
•
|
Nuclear operating costs decreased $39 million, primarily as a result of lower refueling outage costs, partially offset by higher employee benefit costs. There were two refueling outages in 2016 as compared to three refueling outages in 2015.
|
•
|
Retirement benefit costs increased $30 million.
|
•
|
Transmission expenses decreased $145
million, primarily due to lower congestion and market-based ancillary costs associated with less volatile market conditions as compared to
2015
, as well as lower load requirements.
|
•
|
Other operating expenses increased $135 million, primarily due to lower mark-to-market gains on commodity contract positions of $85 million and a $37 million charge associated with the termination of an FES customer contract.
|
|
|
For the Years Ended December 31
|
||||||||||
Securities Issued or Redeemed / Repaid
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
New Issues
|
|
|
|
|
|
|
|
|
|
|||
PCRBs
|
|
$
|
471
|
|
|
$
|
341
|
|
|
$
|
878
|
|
|
|
|
|
|
|
|
||||||
Redemptions / Repayments
|
|
|
|
|
|
|
|
|
|
|||
PCRBs
|
|
$
|
(484
|
)
|
|
$
|
(316
|
)
|
|
$
|
(742
|
)
|
Senior secured notes
|
|
(23
|
)
|
|
(95
|
)
|
|
(74
|
)
|
|||
|
|
$
|
(507
|
)
|
|
$
|
(411
|
)
|
|
$
|
(816
|
)
|
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
|
$
|
101
|
|
|
$
|
(126
|
)
|
|
$
|
(301
|
)
|
|
|
|
|
|
|
|
||||||
Common stock dividend payments
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
|
$
|
—
|
|
|
|
For the Years Ended December 31
|
||||||||||
Cash Used for Investing Activities
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Property Additions
|
|
$
|
546
|
|
|
$
|
627
|
|
|
$
|
839
|
|
Nuclear fuel
|
|
232
|
|
|
190
|
|
|
233
|
|
|||
Proceeds from asset sales
|
|
(9
|
)
|
|
(13
|
)
|
|
(307
|
)
|
|||
Investments
|
|
56
|
|
|
68
|
|
|
56
|
|
|||
Other
|
|
17
|
|
|
7
|
|
|
(4
|
)
|
|||
|
|
$
|
842
|
|
|
$
|
879
|
|
|
$
|
817
|
|
Source of Information-
Fair Value by Contract Year
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Prices actively quoted
(1)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Other external sources
(2)
|
|
60
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||||
Prices based on models
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Total
|
|
$
|
61
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
(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
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
There-after
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments Other Than Cash and Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
875
|
|
|
$
|
875
|
|
|
$
|
875
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
34
|
|
|
$
|
141
|
|
|
$
|
90
|
|
|
$
|
177
|
|
|
$
|
—
|
|
|
$
|
2,556
|
|
|
$
|
2,998
|
|
|
$
|
1,553
|
|
Average interest rate
|
|
3.2
|
%
|
|
5.6
|
%
|
|
3.0
|
%
|
|
5.7
|
%
|
|
—
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
For the Years Ended December 31
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Regulated Distribution
|
|
$
|
9,629
|
|
|
$
|
9,625
|
|
|
$
|
9,102
|
|
Regulated Transmission
|
|
1,151
|
|
|
1,011
|
|
|
769
|
|
|||
Unregulated businesses
|
|
3,782
|
|
|
4,390
|
|
|
5,178
|
|
|||
Total revenues*
|
|
14,562
|
|
|
15,026
|
|
|
15,049
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Fuel
|
|
1,666
|
|
|
1,855
|
|
|
2,280
|
|
|||
Purchased power
|
|
3,813
|
|
|
4,318
|
|
|
4,716
|
|
|||
Other operating expenses
|
|
3,858
|
|
|
3,749
|
|
|
3,962
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
147
|
|
|
242
|
|
|
835
|
|
|||
Provision for depreciation
|
|
1,313
|
|
|
1,282
|
|
|
1,220
|
|
|||
Amortization of regulatory assets, net
|
|
320
|
|
|
268
|
|
|
12
|
|
|||
General taxes
|
|
1,042
|
|
|
978
|
|
|
962
|
|
|||
Impairment of assets (Note 2)
|
|
10,665
|
|
|
42
|
|
|
—
|
|
|||
Total operating expenses
|
|
22,824
|
|
|
12,734
|
|
|
13,987
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME (LOSS)
|
|
(8,262
|
)
|
|
2,292
|
|
|
1,062
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
||||||
Investment income (loss)
|
|
84
|
|
|
(22
|
)
|
|
72
|
|
|||
Impairment of equity method investment (Note 2)
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|||
Interest expense
|
|
(1,157
|
)
|
|
(1,132
|
)
|
|
(1,081
|
)
|
|||
Capitalized financing costs
|
|
103
|
|
|
117
|
|
|
118
|
|
|||
Total other expense
|
|
(970
|
)
|
|
(1,399
|
)
|
|
(891
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (BENEFITS)
|
|
(9,232
|
)
|
|
893
|
|
|
171
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAXES (BENEFITS)
|
|
(3,055
|
)
|
|
315
|
|
|
(42
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
|
(6,177
|
)
|
|
578
|
|
|
213
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations (net of income taxes of $69) (Note 20)
|
|
—
|
|
|
—
|
|
|
86
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
299
|
|
|
|
|
|
|
|
|
||||||
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
||||||
Basic - Continuing Operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
Basic - Discontinued Operations (Note 20)
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|||
Basic - Net Income (Loss)
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
||||||
Diluted - Continuing Operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
Diluted - Discontinued Operations (Note 20)
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|||
Diluted - Net Income (Loss)
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
|
|
|
|
|
|
||||||
Basic
|
|
426
|
|
|
422
|
|
|
420
|
|
|||
Diluted
|
|
426
|
|
|
424
|
|
|
421
|
|
|||
|
|
|
|
|
|
|
||||||
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
*
|
Includes excise tax collections of
$406 million
,
$416 million
and
$420 million
in
2016
,
2015
and
2014
, respectively.
|
|
|
For the Years Ended December 31
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
299
|
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Pension and OPEB prior service costs
|
|
(59
|
)
|
|
(116
|
)
|
|
(76
|
)
|
|||
Amortized losses (gains) on derivative hedges
|
|
8
|
|
|
5
|
|
|
(2
|
)
|
|||
Change in unrealized gain on available-for-sale securities
|
|
55
|
|
|
(11
|
)
|
|
26
|
|
|||
Other comprehensive income (loss)
|
|
4
|
|
|
(122
|
)
|
|
(52
|
)
|
|||
Income taxes (benefits) on other comprehensive income (loss)
|
|
1
|
|
|
(47
|
)
|
|
(14
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
3
|
|
|
(75
|
)
|
|
(38
|
)
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
(6,174
|
)
|
|
$
|
503
|
|
|
$
|
261
|
|
(In millions, except share amounts)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
199
|
|
|
$
|
131
|
|
Receivables-
|
|
|
|
|
|
|
||
Customers, net of allowance for uncollectible accounts of $53 in 2016 and $69 in 2015
|
|
1,440
|
|
|
1,415
|
|
||
Other, net of allowance for uncollectible accounts of $1 in 2016 and $5 in 2015
|
|
175
|
|
|
180
|
|
||
Materials and supplies, at average cost
|
|
564
|
|
|
785
|
|
||
Prepaid taxes
|
|
98
|
|
|
135
|
|
||
Derivatives
|
|
140
|
|
|
157
|
|
||
Collateral
|
|
176
|
|
|
70
|
|
||
Other
|
|
158
|
|
|
167
|
|
||
|
|
2,950
|
|
|
3,040
|
|
||
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
||
In service
|
|
43,767
|
|
|
49,952
|
|
||
Less — Accumulated provision for depreciation
|
|
15,731
|
|
|
15,160
|
|
||
|
|
28,036
|
|
|
34,792
|
|
||
Construction work in progress
|
|
1,351
|
|
|
2,422
|
|
||
|
|
29,387
|
|
|
37,214
|
|
||
INVESTMENTS:
|
|
|
|
|
|
|
||
Nuclear plant decommissioning trusts
|
|
2,514
|
|
|
2,282
|
|
||
Other
|
|
512
|
|
|
506
|
|
||
|
|
3,026
|
|
|
2,788
|
|
||
|
|
|
|
|
||||
DEFERRED CHARGES AND OTHER ASSETS:
|
|
|
|
|
|
|
||
Goodwill
|
|
5,618
|
|
|
6,418
|
|
||
Regulatory assets
|
|
1,014
|
|
|
1,348
|
|
||
Other
|
|
1,153
|
|
|
1,286
|
|
||
|
|
7,785
|
|
|
9,052
|
|
||
|
|
$
|
43,148
|
|
|
$
|
52,094
|
|
LIABILITIES AND CAPITALIZATION
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Currently payable long-term debt
|
|
$
|
1,685
|
|
|
$
|
1,166
|
|
Short-term borrowings
|
|
2,675
|
|
|
1,708
|
|
||
Accounts payable
|
|
1,043
|
|
|
1,075
|
|
||
Accrued taxes
|
|
580
|
|
|
519
|
|
||
Accrued compensation and benefits
|
|
363
|
|
|
334
|
|
||
Derivatives
|
|
78
|
|
|
106
|
|
||
Collateral
|
|
42
|
|
|
52
|
|
||
Other
|
|
660
|
|
|
642
|
|
||
|
|
7,126
|
|
|
5,602
|
|
||
CAPITALIZATION:
|
|
|
|
|
|
|
||
Common stockholders’ equity-
|
|
|
|
|
|
|
||
Common stock, $0.10 par value, authorized 490,000,000 shares - 442,344,218 and 423,560,397 shares outstanding as of December 31, 2016 and December 31, 2015, respectively
|
|
44
|
|
|
42
|
|
||
Other paid-in capital
|
|
10,555
|
|
|
9,952
|
|
||
Accumulated other comprehensive income
|
|
174
|
|
|
171
|
|
||
Retained earnings (Accumulated deficit)
|
|
(4,532
|
)
|
|
2,256
|
|
||
Total common stockholders’ equity
|
|
6,241
|
|
|
12,421
|
|
||
Noncontrolling interest
|
|
—
|
|
|
1
|
|
||
Total equity
|
|
6,241
|
|
|
12,422
|
|
||
Long-term debt and other long-term obligations
|
|
18,192
|
|
|
19,099
|
|
||
|
|
24,433
|
|
|
31,521
|
|
||
NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Accumulated deferred income taxes
|
|
3,765
|
|
|
6,773
|
|
||
Retirement benefits
|
|
3,719
|
|
|
4,245
|
|
||
Asset retirement obligations
|
|
1,482
|
|
|
1,410
|
|
||
Deferred gain on sale and leaseback transaction
|
|
757
|
|
|
791
|
|
||
Adverse power contract liability
|
|
162
|
|
|
197
|
|
||
Other
|
|
1,704
|
|
|
1,555
|
|
||
|
|
11,589
|
|
|
14,971
|
|
||
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16)
|
|
|
|
|
|
|
||
|
|
$
|
43,148
|
|
|
$
|
52,094
|
|
|
|
Common Stock
|
|
Other Paid-In Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings (Accumulated Deficit)
|
|||||||||||
(In millions, except share amounts)
|
|
Number of Shares
|
|
Par Value
|
|
|
|
||||||||||||
Balance, January 1, 2014
|
|
418,628,559
|
|
|
$
|
42
|
|
|
$
|
9,776
|
|
|
$
|
284
|
|
|
$
|
2,590
|
|
Net income
|
|
|
|
|
|
|
|
|
|
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 4)
|
|
|
|
|
|
|
|
(53
|
)
|
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
20
|
|
|
|
|
|
||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
|
(604
|
)
|
|||||||
Stock Investment Plan and certain share-based benefit plans
|
|
2,474,011
|
|
|
|
|
51
|
|
|
|
|
|
|||||||
Balance, December 31, 2014
|
|
421,102,570
|
|
|
42
|
|
|
9,847
|
|
|
246
|
|
|
2,285
|
|
||||
Net income
|
|
|
|
|
|
|
|
|
|
578
|
|
||||||||
Amortized gains on derivative hedges, net of $1 million of income taxes
|
|
|
|
|
|
|
|
4
|
|
|
|
||||||||
Change in unrealized gain on investments, net of $4 million of income tax benefits
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
||||||||
Pension and OPEB, net of $44 million of income tax benefits (Note 4)
|
|
|
|
|
|
|
|
(72
|
)
|
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
45
|
|
|
|
|
|
||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(607
|
)
|
||||||||
Stock Investment Plan and certain share-based benefit plans
|
|
2,457,827
|
|
|
|
|
|
60
|
|
|
|
|
|
|
|
||||
Balance, December 31, 2015
|
|
423,560,397
|
|
|
42
|
|
|
9,952
|
|
|
171
|
|
|
2,256
|
|
||||
Net loss
|
|
|
|
|
|
|
|
|
|
(6,177
|
)
|
||||||||
Amortized gains on derivative hedges, net of $3 million of income taxes
|
|
|
|
|
|
|
|
5
|
|
|
|
||||||||
Change in unrealized gain on investments, net of $21 million of income taxes
|
|
|
|
|
|
|
|
34
|
|
|
|
||||||||
Pension and OPEB, net of $23 million of income tax benefits (Note 4)
|
|
|
|
|
|
|
|
(36
|
)
|
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
49
|
|
|
|
|
|
||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(611
|
)
|
||||||||
Stock Investment Plan and certain share-based benefit plans
|
|
2,685,946
|
|
|
|
|
56
|
|
|
|
|
|
|
||||||
Stock issuance (Note 12)
|
|
16,097,875
|
|
|
2
|
|
|
498
|
|
|
|
|
|
||||||
Balance, December 31, 2016
|
|
442,344,218
|
|
|
$
|
44
|
|
|
$
|
10,555
|
|
|
$
|
174
|
|
|
$
|
(4,532
|
)
|
|
|
For the Years Ended December 31
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income (loss)
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
299
|
|
Adjustments to reconcile net income (loss) to net cash from operating activities-
|
|
|
|
|
|
|
||||||
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs
|
|
1,997
|
|
|
1,922
|
|
|
1,592
|
|
|||
Impairment of assets
|
|
10,665
|
|
|
42
|
|
|
—
|
|
|||
Investment impairment, including equity method investments
|
|
21
|
|
|
464
|
|
|
37
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
147
|
|
|
242
|
|
|
835
|
|
|||
Deferred income taxes and investment tax credits, net
|
|
(3,063
|
)
|
|
284
|
|
|
162
|
|
|||
Deferred costs on sale leaseback transaction, net
|
|
49
|
|
|
48
|
|
|
48
|
|
|||
Deferred purchased power and fuel costs
|
|
(30
|
)
|
|
(105
|
)
|
|
(115
|
)
|
|||
Asset removal costs charged to income
|
|
54
|
|
|
55
|
|
|
28
|
|
|||
Retirement benefits
|
|
64
|
|
|
(20
|
)
|
|
(53
|
)
|
|||
Commodity derivative transactions, net (Note 11)
|
|
9
|
|
|
(73
|
)
|
|
64
|
|
|||
Pension trust contributions
|
|
(382
|
)
|
|
(143
|
)
|
|
—
|
|
|||
Gain on sale of investment securities held in trusts
|
|
(50
|
)
|
|
(23
|
)
|
|
(64
|
)
|
|||
Lease payments on sale and leaseback transaction
|
|
(120
|
)
|
|
(131
|
)
|
|
(137
|
)
|
|||
Income from discontinued operations (Note 20)
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||
Changes in current assets and liabilities-
|
|
|
|
|
|
|
||||||
Receivables
|
|
(11
|
)
|
|
184
|
|
|
139
|
|
|||
Materials and supplies
|
|
41
|
|
|
(15
|
)
|
|
(65
|
)
|
|||
Prepayments and other current assets
|
|
27
|
|
|
(10
|
)
|
|
126
|
|
|||
Accounts payable
|
|
(37
|
)
|
|
(243
|
)
|
|
42
|
|
|||
Accrued taxes
|
|
61
|
|
|
29
|
|
|
(165
|
)
|
|||
Accrued compensation and benefits
|
|
29
|
|
|
5
|
|
|
(22
|
)
|
|||
Other current liabilities
|
|
56
|
|
|
69
|
|
|
54
|
|
|||
Cash collateral, net
|
|
(116
|
)
|
|
140
|
|
|
(54
|
)
|
|||
Other
|
|
137
|
|
|
148
|
|
|
48
|
|
|||
Net cash provided from operating activities
|
|
3,371
|
|
|
3,447
|
|
|
2,713
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
New Financing-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
1,976
|
|
|
1,311
|
|
|
4,528
|
|
|||
Short-term borrowings, net
|
|
975
|
|
|
—
|
|
|
—
|
|
|||
Redemptions and Repayments-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
(2,331
|
)
|
|
(879
|
)
|
|
(1,759
|
)
|
|||
Short-term borrowings, net
|
|
—
|
|
|
(91
|
)
|
|
(1,605
|
)
|
|||
Common stock dividend payments
|
|
(611
|
)
|
|
(607
|
)
|
|
(604
|
)
|
|||
Other
|
|
(31
|
)
|
|
(13
|
)
|
|
(47
|
)
|
|||
Net cash (used for) provided from financing activities
|
|
(22
|
)
|
|
(279
|
)
|
|
513
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
(2,835
|
)
|
|
(2,704
|
)
|
|
(3,312
|
)
|
|||
Nuclear fuel
|
|
(232
|
)
|
|
(190
|
)
|
|
(233
|
)
|
|||
Proceeds from asset sales
|
|
15
|
|
|
20
|
|
|
394
|
|
|||
Sales of investment securities held in trusts
|
|
1,678
|
|
|
1,534
|
|
|
2,133
|
|
|||
Purchases of investment securities held in trusts
|
|
(1,789
|
)
|
|
(1,648
|
)
|
|
(2,236
|
)
|
|||
Asset removal costs
|
|
(145
|
)
|
|
(142
|
)
|
|
(153
|
)
|
|||
Other
|
|
27
|
|
|
8
|
|
|
48
|
|
|||
Net cash used for investing activities
|
|
(3,281
|
)
|
|
(3,122
|
)
|
|
(3,359
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
68
|
|
|
46
|
|
|
(133
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
131
|
|
|
85
|
|
|
218
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
199
|
|
|
$
|
131
|
|
|
$
|
85
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Non-cash transaction: stock contribution to pension plan
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (received) during the year -
|
|
|
|
|
|
|
||||||
Interest (net of amounts capitalized)
|
|
$
|
1,050
|
|
|
$
|
1,028
|
|
|
$
|
931
|
|
Income taxes (received), net of refunds
|
|
$
|
(16
|
)
|
|
$
|
37
|
|
|
$
|
(103
|
)
|
|
|
For the Years Ended December 31
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
STATEMENTS OF INCOME (LOSS)
|
|
|
|
|
|
|
|
|||||
REVENUES:
|
|
|
|
|
|
|
|
|||||
Electric sales to non-affiliates
|
|
$
|
3,781
|
|
|
$
|
4,153
|
|
|
$
|
5,114
|
|
Electric sales to affiliates
|
|
457
|
|
|
664
|
|
|
861
|
|
|||
Other
|
|
160
|
|
|
188
|
|
|
169
|
|
|||
Total revenues*
|
|
4,398
|
|
|
5,005
|
|
|
6,144
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|||
Fuel
|
|
780
|
|
|
871
|
|
|
1,253
|
|
|||
Purchased power from affiliates
|
|
624
|
|
|
353
|
|
|
271
|
|
|||
Purchased power from non-affiliates
|
|
1,020
|
|
|
1,684
|
|
|
2,771
|
|
|||
Other operating expenses
|
|
1,277
|
|
|
1,308
|
|
|
1,635
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
48
|
|
|
57
|
|
|
297
|
|
|||
Provision for depreciation
|
|
336
|
|
|
324
|
|
|
319
|
|
|||
General taxes
|
|
88
|
|
|
98
|
|
|
128
|
|
|||
Impairment of assets (Note 2)
|
|
8,622
|
|
|
33
|
|
|
—
|
|
|||
Total operating expenses
|
|
12,795
|
|
|
4,728
|
|
|
6,674
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME (LOSS)
|
|
(8,397
|
)
|
|
277
|
|
|
(530
|
)
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|||
Investment income (loss)
|
|
67
|
|
|
(14
|
)
|
|
61
|
|
|||
Miscellaneous income
|
|
7
|
|
|
3
|
|
|
6
|
|
|||
Interest expense — affiliates
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||
Interest expense — other
|
|
(147
|
)
|
|
(147
|
)
|
|
(152
|
)
|
|||
Capitalized interest
|
|
34
|
|
|
35
|
|
|
34
|
|
|||
Total other expense
|
|
(46
|
)
|
|
(130
|
)
|
|
(58
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (BENEFITS)
|
|
(8,443
|
)
|
|
147
|
|
|
(588
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAXES (BENEFITS)
|
|
(2,988
|
)
|
|
65
|
|
|
(228
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
|
(5,455
|
)
|
|
82
|
|
|
(360
|
)
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations (net of income taxes of $70) (Note 20)
|
|
—
|
|
|
—
|
|
|
116
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
(5,455
|
)
|
|
$
|
82
|
|
|
$
|
(244
|
)
|
|
|
|
|
|
|
|
||||||
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
(5,455
|
)
|
|
$
|
82
|
|
|
$
|
(244
|
)
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
|
|
|
|||
Pension and OPEB prior service costs
|
|
(14
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Amortized gains on derivative hedges
|
|
—
|
|
|
(3
|
)
|
|
(10
|
)
|
|||
Change in unrealized gain on available-for-sale securities
|
|
52
|
|
|
(9
|
)
|
|
21
|
|
|||
Other comprehensive income (loss)
|
|
38
|
|
|
(18
|
)
|
|
5
|
|
|||
Income taxes (benefits) on other comprehensive income (loss)
|
|
15
|
|
|
(7
|
)
|
|
2
|
|
|||
Other comprehensive income (loss), net of tax
|
|
23
|
|
|
(11
|
)
|
|
3
|
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
(5,432
|
)
|
|
$
|
71
|
|
|
$
|
(241
|
)
|
*
|
Includes excise tax collections of
$28 million
,
$44 million
and
$69 million
in
2016
,
2015
and
2014
, respectively.
|
(In millions, except share amounts)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
2
|
|
Receivables-
|
|
|
|
|
|
|
||
Customers, net of allowance for uncollectible accounts of $5 in 2016 and $8 in 2015
|
|
213
|
|
|
275
|
|
||
Affiliated companies
|
|
452
|
|
|
451
|
|
||
Other, net of allowance for uncollectible accounts of $0 in 2016 and $3 in 2015
|
|
27
|
|
|
59
|
|
||
Notes receivable from affiliated companies
|
|
29
|
|
|
11
|
|
||
Materials and supplies
|
|
267
|
|
|
470
|
|
||
Derivatives
|
|
137
|
|
|
154
|
|
||
Collateral
|
|
157
|
|
|
70
|
|
||
Prepayments and other
|
|
63
|
|
|
66
|
|
||
|
|
1,347
|
|
|
1,558
|
|
||
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
||
In service
|
|
7,057
|
|
|
14,311
|
|
||
Less — Accumulated provision for depreciation
|
|
5,929
|
|
|
5,765
|
|
||
|
|
1,128
|
|
|
8,546
|
|
||
Construction work in progress
|
|
427
|
|
|
1,157
|
|
||
|
|
1,555
|
|
|
9,703
|
|
||
INVESTMENTS:
|
|
|
|
|
|
|
||
Nuclear plant decommissioning trusts
|
|
1,552
|
|
|
1,327
|
|
||
Other
|
|
10
|
|
|
10
|
|
||
|
|
1,562
|
|
|
1,337
|
|
||
|
|
|
|
|
||||
DEFERRED CHARGES AND OTHER ASSETS:
|
|
|
|
|
|
|
||
Customer intangibles
|
|
9
|
|
|
61
|
|
||
Goodwill
|
|
—
|
|
|
23
|
|
||
Accumulated deferred income taxes
|
|
2,279
|
|
|
—
|
|
||
Property taxes
|
|
40
|
|
|
40
|
|
||
Derivatives
|
|
77
|
|
|
79
|
|
||
Other
|
|
372
|
|
|
367
|
|
||
|
|
2,777
|
|
|
570
|
|
||
|
|
$
|
7,241
|
|
|
$
|
13,168
|
|
LIABILITIES AND CAPITALIZATION
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Currently payable long-term debt
|
|
$
|
179
|
|
|
$
|
512
|
|
Short-term borrowings-
|
|
|
|
|
||||
Affiliated companies
|
|
101
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
8
|
|
||
Accounts payable-
|
|
|
|
|
|
|
||
Affiliated companies
|
|
550
|
|
|
542
|
|
||
Other
|
|
110
|
|
|
139
|
|
||
Accrued taxes
|
|
143
|
|
|
76
|
|
||
Derivatives
|
|
77
|
|
|
104
|
|
||
Other
|
|
156
|
|
|
181
|
|
||
|
|
1,316
|
|
|
1,562
|
|
||
CAPITALIZATION:
|
|
|
|
|
|
|
||
Common stockholder's equity-
|
|
|
|
|
|
|
||
Common stock, without par value, authorized 750 shares- 7 shares outstanding as of December 31, 2016 and 2015
|
|
3,658
|
|
|
3,613
|
|
||
Accumulated other comprehensive income
|
|
69
|
|
|
46
|
|
||
Retained earnings (Accumulated deficit)
|
|
(3,509
|
)
|
|
1,946
|
|
||
Total common stockholder's equity
|
|
218
|
|
|
5,605
|
|
||
Long-term debt and other long-term obligations
|
|
2,813
|
|
|
2,510
|
|
||
|
|
3,031
|
|
|
8,115
|
|
||
NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Deferred gain on sale and leaseback transaction
|
|
757
|
|
|
791
|
|
||
Accumulated deferred income taxes
|
|
—
|
|
|
600
|
|
||
Retirement benefits
|
|
197
|
|
|
332
|
|
||
Asset retirement obligations
|
|
901
|
|
|
831
|
|
||
Derivatives
|
|
52
|
|
|
38
|
|
||
Other
|
|
987
|
|
|
899
|
|
||
|
|
2,894
|
|
|
3,491
|
|
||
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16)
|
|
|
|
|
|
|
||
|
|
$
|
7,241
|
|
|
$
|
13,168
|
|
|
|
Common Stock
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings (Accumulated Deficit)
|
|||||||||
(In millions, except share amounts)
|
|
Number of Shares
|
|
Carrying Value
|
|
|
|||||||||
Balance, January 1, 2014
|
|
7
|
|
|
$
|
3,080
|
|
|
$
|
54
|
|
|
$
|
2,178
|
|
Net loss
|
|
|
|
|
|
|
|
(244
|
)
|
||||||
Amortized loss on derivative hedges, net of $4 million of income tax benefits
|
|
|
|
|
|
(6
|
)
|
|
|
||||||
Change in unrealized gain on investments, net of $8 million of income taxes
|
|
|
|
|
|
13
|
|
|
|
||||||
Pension and OPEB, net of $2 million of income tax benefits (Note 4)
|
|
|
|
|
|
(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
|
|
|||
Net income
|
|
|
|
|
|
|
|
82
|
|
||||||
Amortized loss on derivative hedges, net of $1 million of income tax benefits
|
|
|
|
|
|
(2
|
)
|
|
|
||||||
Change in unrealized gain on investments, net of $4 million of income tax benefits
|
|
|
|
|
|
(5
|
)
|
|
|
||||||
Pension and OPEB, net of $2 million of income tax benefits (Note 4)
|
|
|
|
|
|
(4
|
)
|
|
|
||||||
Stock-based compensation
|
|
|
|
10
|
|
|
|
|
|
||||||
Consolidated tax benefit allocation
|
|
|
|
9
|
|
|
|
|
|
||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
(70
|
)
|
||||||
Balance, December 31, 2015
|
|
7
|
|
|
3,613
|
|
|
46
|
|
|
1,946
|
|
|||
Net loss
|
|
|
|
|
|
|
|
(5,455
|
)
|
||||||
Change in unrealized gain on investments, net of $20 million of income taxes
|
|
|
|
|
|
32
|
|
|
|
||||||
Pension and OPEB, net of $5 million of income tax benefits (Note 4)
|
|
|
|
|
|
(9
|
)
|
|
|
||||||
Inter-company asset transfer (Note 14)
|
|
|
|
28
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
9
|
|
|
|
|
|
||||||
Consolidated tax benefit allocation
|
|
|
|
8
|
|
|
|
|
|
||||||
Balance, December 31, 2016
|
|
7
|
|
|
$
|
3,658
|
|
|
$
|
69
|
|
|
$
|
(3,509
|
)
|
|
|
For the Years Ended December 31
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income (loss)
|
|
$
|
(5,455
|
)
|
|
$
|
82
|
|
|
$
|
(244
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities-
|
|
|
|
|
|
|
||||||
Depreciation and amortization, including nuclear fuel, intangible assets and deferred debt-related costs
|
|
633
|
|
|
579
|
|
|
615
|
|
|||
Investment impairments
|
|
19
|
|
|
90
|
|
|
33
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
48
|
|
|
57
|
|
|
297
|
|
|||
Deferred income taxes and investment tax credits, net
|
|
(2,920
|
)
|
|
119
|
|
|
7
|
|
|||
Deferred costs on sale and leaseback transaction, net
|
|
49
|
|
|
48
|
|
|
48
|
|
|||
Impairment of assets
|
|
8,622
|
|
|
33
|
|
|
—
|
|
|||
Pension trust contribution
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on investment securities held in trusts
|
|
(48
|
)
|
|
(24
|
)
|
|
(61
|
)
|
|||
Commodity derivative transactions, net (Note 11)
|
|
9
|
|
|
(74
|
)
|
|
65
|
|
|||
Lease payments on sale and leaseback transaction
|
|
(120
|
)
|
|
(131
|
)
|
|
(131
|
)
|
|||
Income from discontinued operations (Note 20)
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|||
Change in current assets and liabilities-
|
|
|
|
|
|
|
||||||
Receivables
|
|
89
|
|
|
277
|
|
|
674
|
|
|||
Materials and supplies
|
|
26
|
|
|
(25
|
)
|
|
(44
|
)
|
|||
Prepayments and other current assets
|
|
(8
|
)
|
|
14
|
|
|
14
|
|
|||
Accounts payable
|
|
(30
|
)
|
|
(76
|
)
|
|
(477
|
)
|
|||
Accrued taxes
|
|
76
|
|
|
(26
|
)
|
|
(50
|
)
|
|||
Other current liabilities
|
|
15
|
|
|
43
|
|
|
(18
|
)
|
|||
Cash collateral, net
|
|
(87
|
)
|
|
159
|
|
|
(92
|
)
|
|||
Other
|
|
5
|
|
|
6
|
|
|
51
|
|
|||
Net cash provided from operating activities
|
|
785
|
|
|
1,151
|
|
|
571
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
New financing-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
471
|
|
|
341
|
|
|
878
|
|
|||
Short-term borrowings, net
|
|
101
|
|
|
—
|
|
|
—
|
|
|||
Equity contribution from parent
|
|
—
|
|
|
—
|
|
|
500
|
|
|||
Redemptions and repayments-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
(507
|
)
|
|
(411
|
)
|
|
(816
|
)
|
|||
Short-term borrowings, net
|
|
—
|
|
|
(126
|
)
|
|
(301
|
)
|
|||
Common stock dividend payments
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|||
Other
|
|
(8
|
)
|
|
(6
|
)
|
|
(15
|
)
|
|||
Net cash (used for) provided from financing activities
|
|
57
|
|
|
(272
|
)
|
|
246
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
(546
|
)
|
|
(627
|
)
|
|
(839
|
)
|
|||
Nuclear fuel
|
|
(232
|
)
|
|
(190
|
)
|
|
(233
|
)
|
|||
Proceeds from asset sales
|
|
9
|
|
|
13
|
|
|
307
|
|
|||
Sales of investment securities held in trusts
|
|
717
|
|
|
733
|
|
|
1,163
|
|
|||
Purchases of investment securities held in trusts
|
|
(783
|
)
|
|
(791
|
)
|
|
(1,219
|
)
|
|||
Cash investments
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|||
Loans to affiliated companies, net
|
|
(18
|
)
|
|
(11
|
)
|
|
—
|
|
|||
Other
|
|
1
|
|
|
4
|
|
|
4
|
|
|||
Net cash used for investing activities
|
|
(842
|
)
|
|
(879
|
)
|
|
(817
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of period
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid (received) during the year -
|
|
|
|
|
|
|
||||||
Interest (net of amounts capitalized)
|
|
$
|
111
|
|
|
$
|
114
|
|
|
$
|
118
|
|
Income taxes received, net of payments
|
|
$
|
(193
|
)
|
|
$
|
(5
|
)
|
|
$
|
(384
|
)
|
•
|
Legislative or regulatory solutions for generation assets that recognize their environmental or energy security benefits,
|
•
|
Additional asset sales and/or plant deactivations,
|
•
|
Restructuring FES debt with its creditors, and/or
|
•
|
Seeking protection under U.S. bankruptcy laws for FES and possibly FENOC.
|
Regulatory Assets by Source
|
|
December 31,
2016 |
|
December 31,
2015 |
|
Increase
(Decrease)
|
||||||
|
|
(In millions)
|
||||||||||
Regulatory transition costs
|
|
$
|
90
|
|
|
$
|
185
|
|
|
$
|
(95
|
)
|
Customer receivables for future income taxes
|
|
444
|
|
|
355
|
|
|
89
|
|
|||
Nuclear decommissioning and spent fuel disposal costs
|
|
(304
|
)
|
|
(272
|
)
|
|
(32
|
)
|
|||
Asset removal costs
|
|
(470
|
)
|
|
(372
|
)
|
|
(98
|
)
|
|||
Deferred transmission costs
|
|
127
|
|
|
115
|
|
|
12
|
|
|||
Deferred generation costs
|
|
215
|
|
|
243
|
|
|
(28
|
)
|
|||
Deferred distribution costs
|
|
296
|
|
|
335
|
|
|
(39
|
)
|
|||
Contract valuations
|
|
153
|
|
|
186
|
|
|
(33
|
)
|
|||
Storm-related costs
|
|
353
|
|
|
403
|
|
|
(50
|
)
|
|||
Other
|
|
110
|
|
|
170
|
|
|
(60
|
)
|
|||
Net Regulatory Assets included on the Consolidated Balance Sheets
|
|
$
|
1,014
|
|
|
$
|
1,348
|
|
|
$
|
(334
|
)
|
Customer Receivables
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
December 31, 2016
|
|
|
|
|
||||
Billed
|
|
$
|
833
|
|
|
$
|
123
|
|
Unbilled
|
|
607
|
|
|
90
|
|
||
Total
|
|
$
|
1,440
|
|
|
$
|
213
|
|
|
|
|
|
|
||||
December 31, 2015
|
|
|
|
|
||||
Billed
|
|
$
|
836
|
|
|
$
|
165
|
|
Unbilled
|
|
579
|
|
|
110
|
|
||
Total
|
|
$
|
1,415
|
|
|
$
|
275
|
|
Reconciliation of Basic and Diluted Earnings (Loss) per Share of Common Stock
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions, except per share amounts)
|
||||||||||
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations available to common shareholders
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
213
|
|
Discontinued operations (Note 20)
|
|
—
|
|
|
—
|
|
|
86
|
|
|||
Net income (loss)
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
|
$
|
299
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of basic shares outstanding
|
|
426
|
|
|
422
|
|
|
420
|
|
|||
Assumed exercise of dilutive stock options and awards
(1)
|
|
—
|
|
|
2
|
|
|
1
|
|
|||
Weighted average number of diluted shares outstanding
|
|
426
|
|
|
424
|
|
|
421
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
Discontinued operations (Note 20)
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|||
Earnings (loss) per basic share
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.51
|
|
Discontinued operations (Note 20)
|
|
—
|
|
|
—
|
|
|
0.20
|
|
|||
Earnings (loss) per diluted share
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
$
|
0.71
|
|
(1)
|
For the year ended
December 31, 2016
, approximately
three million
shares were excluded from the calculation of diluted shares outstanding, as their inclusion would be antidilutive as a result of the net loss for the period. For the years ended December 31,
2015
and 2014, approximately
one million
and
two million
shares were excluded from the calculation of diluted shares outstanding, respectively, as their inclusion would be antidilutive.
|
|
|
December 31, 2016
|
||||||||||||||||||
Property, Plant and Equipment
|
|
In Service
(1)
|
|
Accum. Depr.
|
|
Net Plant
|
|
CWIP
|
|
Total PP&E
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Regulated Distribution
(2)
|
|
$
|
24,979
|
|
|
$
|
(7,169
|
)
|
|
$
|
17,810
|
|
|
$
|
472
|
|
|
$
|
18,282
|
|
Regulated Transmission
(2)
|
|
9,342
|
|
|
(1,948
|
)
|
|
7,394
|
|
|
383
|
|
|
7,777
|
|
|||||
Competitive Energy Services
(3)
|
|
8,680
|
|
|
(6,267
|
)
|
|
2,413
|
|
|
453
|
|
|
2,866
|
|
|||||
Corporate/Other
|
|
766
|
|
|
(347
|
)
|
|
419
|
|
|
43
|
|
|
462
|
|
|||||
Total
|
|
$
|
43,767
|
|
|
$
|
(15,731
|
)
|
|
$
|
28,036
|
|
|
$
|
1,351
|
|
|
$
|
29,387
|
|
|
|
December 31, 2015
|
||||||||||||||||||
Property, Plant and Equipment
|
|
In Service
(1)
|
|
Accum. Depr.
|
|
Net Plant
|
|
CWIP
|
|
Total PP&E
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Regulated Distribution
(2)
|
|
$
|
24,034
|
|
|
$
|
(6,865
|
)
|
|
$
|
17,169
|
|
|
$
|
530
|
|
|
$
|
17,699
|
|
Regulated Transmission
(2)
|
|
8,222
|
|
|
(1,840
|
)
|
|
6,382
|
|
|
484
|
|
|
6,866
|
|
|||||
Competitive Energy Services
(3)
|
|
17,214
|
|
|
(6,213
|
)
|
|
11,001
|
|
|
1,304
|
|
|
12,305
|
|
|||||
Corporate/Other
|
|
482
|
|
|
(242
|
)
|
|
240
|
|
|
104
|
|
|
344
|
|
|||||
Total
|
|
$
|
49,952
|
|
|
$
|
(15,160
|
)
|
|
$
|
34,792
|
|
|
$
|
2,422
|
|
|
$
|
37,214
|
|
|
|
December 31, 2016
|
||||||||||||||||||
Property, Plant and Equipment
|
|
In Service
|
|
Accum. Depr.
|
|
Net Plant
|
|
CWIP
|
|
Total PP&E
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Fossil Generation
|
|
$
|
2,212
|
|
|
$
|
(1,720
|
)
|
|
$
|
492
|
|
|
$
|
63
|
|
|
$
|
555
|
|
Nuclear Generation
|
|
2,065
|
|
|
(1,723
|
)
|
|
342
|
|
|
118
|
|
|
460
|
|
|||||
Nuclear Fuel
|
|
2,637
|
|
|
(2,418
|
)
|
|
219
|
|
|
241
|
|
|
460
|
|
|||||
Other
|
|
143
|
|
|
(68
|
)
|
|
75
|
|
|
5
|
|
|
80
|
|
|||||
Total
|
|
$
|
7,057
|
|
|
$
|
(5,929
|
)
|
|
$
|
1,128
|
|
|
$
|
427
|
|
|
$
|
1,555
|
|
|
|
December 31, 2015
|
||||||||||||||||||
Property, Plant and Equipment
|
|
In Service
|
|
Accum. Depr.
|
|
Net Plant
|
|
CWIP
|
|
Total PP&E
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Fossil Generation
|
|
$
|
5,911
|
|
|
$
|
(1,937
|
)
|
|
$
|
3,974
|
|
|
$
|
218
|
|
|
$
|
4,192
|
|
Nuclear Generation
|
|
5,617
|
|
|
(1,574
|
)
|
|
4,043
|
|
|
512
|
|
|
4,555
|
|
|||||
Nuclear Fuel
|
|
2,616
|
|
|
(2,198
|
)
|
|
418
|
|
|
283
|
|
|
701
|
|
|||||
Other
|
|
167
|
|
|
(56
|
)
|
|
111
|
|
|
144
|
|
|
255
|
|
|||||
Total
|
|
$
|
14,311
|
|
|
$
|
(5,765
|
)
|
|
$
|
8,546
|
|
|
$
|
1,157
|
|
|
$
|
9,703
|
|
Goodwill
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive Energy Services
|
|
Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Balance as of December 31, 2015
|
|
$
|
5,092
|
|
|
$
|
526
|
|
|
$
|
800
|
|
|
$
|
6,418
|
|
Impairment
|
|
—
|
|
|
—
|
|
|
(800
|
)
|
|
(800
|
)
|
||||
Transmission Segment
(1)
|
|
(88
|
)
|
|
88
|
|
|
—
|
|
|
—
|
|
||||
Balance as of December 31, 2016
|
|
$
|
5,004
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
5,618
|
|
•
|
ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,”
|
•
|
ASU 2016-06, “Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force),"
|
•
|
ASU 2016-07, “Simplifying the Transition to the Equity Method of Accounting," and
|
•
|
ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control.”
|
•
|
Legislative or regulatory solutions for generation assets that recognize their environmental or energy security benefits,
|
•
|
Additional asset sales and/or plant deactivations,
|
•
|
Restructuring FES debt with its creditors, and/or
|
•
|
Seeking protection under U.S. bankruptcy laws for FES and possibly FENOC.
|
|
|
FE Consolidated
|
|
FES Consolidated
|
||||||||||||||||
Impaired Asset
|
|
Net Book Value
|
Fair Value
|
Impairment
|
|
Net Book Value
|
Fair Value
|
Impairment
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||
Coal generation assets
|
|
$
|
4,672
|
|
$
|
614
|
|
$
|
4,058
|
|
|
$
|
3,699
|
|
$
|
435
|
|
$
|
3,264
|
|
Nuclear generation assets
|
|
4,842
|
|
460
|
|
4,382
|
|
|
4,825
|
|
460
|
|
4,365
|
|
||||||
Gas/Hydro generation assets
|
|
1,187
|
|
921
|
|
266
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Nuclear Fuel
|
|
703
|
|
460
|
|
243
|
|
|
703
|
|
460
|
|
243
|
|
||||||
Other assets
(1)
|
|
382
|
|
113
|
|
269
|
|
|
314
|
|
104
|
|
210
|
|
||||||
Totals
|
|
$
|
11,786
|
|
$
|
2,568
|
|
$
|
9,218
|
|
|
$
|
9,541
|
|
$
|
1,459
|
|
$
|
8,082
|
|
(1)
|
Includes the impairment of materials and supplies (
$142 million
), AE Supply coal contracts (
$55 million
) and AE Supply's investment in OVEC (
$37 million
).
|
•
|
Future Energy and Capacity Prices:
Observable market information for near-term forward power prices, PJM auction results for near term capacity pricing, and a longer-term fundamental pricing model for energy and capacity that considered the impact of key factors such as load growth, plant retirements, carbon and other environmental regulations, and natural gas pipeline construction, as well as coal and natural gas pricing.
|
•
|
Retail Sales and Margin:
CES' current retail targeted portfolio to estimate future retail sales volume as well as historical financial results to estimate retail margins.
|
•
|
Operating and Capital Costs:
Estimated future operating and capital costs, including the estimated impact on costs of pending carbon and other environmental regulations, as well as costs associated with capacity performance reforms in the PJM market.
|
•
|
Discount Rate:
A discount rate of
9.50%
, based on selected comparable companies' capital structure, return on debt and return on equity.
|
•
|
Terminal Value:
A terminal value of
7.0
x earnings before interest, taxes, depreciation and amortization based on consideration of peer group data and analyst consensus expectations.
|
FirstEnergy
|
|
|
|
|
|
|
|
|
||||||||
|
|
Gains & Losses on Cash Flow Hedges
|
|
Unrealized Gains on AFS Securities
|
|
Defined Benefit Pension & OPEB Plans
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
AOCI Balance, January 1, 2014
|
|
$
|
(36
|
)
|
|
$
|
9
|
|
|
$
|
311
|
|
|
$
|
284
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
89
|
|
|
92
|
|
|
181
|
|
||||
Amounts reclassified from AOCI
|
|
(2
|
)
|
|
(63
|
)
|
|
(168
|
)
|
|
(233
|
)
|
||||
Other comprehensive income (loss)
|
|
(2
|
)
|
|
26
|
|
|
(76
|
)
|
|
(52
|
)
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
(1
|
)
|
|
10
|
|
|
(23
|
)
|
|
(14
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
(1
|
)
|
|
16
|
|
|
(53
|
)
|
|
(38
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2014
|
|
$
|
(37
|
)
|
|
$
|
25
|
|
|
$
|
258
|
|
|
$
|
246
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
14
|
|
|
10
|
|
|
24
|
|
||||
Amounts reclassified from AOCI
|
|
5
|
|
|
(25
|
)
|
|
(126
|
)
|
|
(146
|
)
|
||||
Other comprehensive income (loss)
|
|
5
|
|
|
(11
|
)
|
|
(116
|
)
|
|
(122
|
)
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
1
|
|
|
(4
|
)
|
|
(44
|
)
|
|
(47
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
4
|
|
|
(7
|
)
|
|
(72
|
)
|
|
(75
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
AOCI Balance, December 31, 2015
|
|
$
|
(33
|
)
|
|
$
|
18
|
|
|
$
|
186
|
|
|
$
|
171
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
106
|
|
|
13
|
|
|
119
|
|
||||
Amounts reclassified from AOCI
|
|
8
|
|
|
(51
|
)
|
|
(72
|
)
|
|
(115
|
)
|
||||
Other comprehensive income (loss)
|
|
8
|
|
|
55
|
|
|
(59
|
)
|
|
4
|
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
3
|
|
|
21
|
|
|
(23
|
)
|
|
1
|
|
||||
Other comprehensive income (loss), net of tax
|
|
5
|
|
|
34
|
|
|
(36
|
)
|
|
3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2016
|
|
$
|
(28
|
)
|
|
$
|
52
|
|
|
$
|
150
|
|
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
FES
|
|
|
|
|
|
|
|
|
||||||||
|
|
Gains & Losses on Cash Flow Hedges
|
|
Unrealized Gains on AFS Securities
|
|
Defined Benefit Pension & OPEB Plans
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, January 1, 2014
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
$
|
47
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
80
|
|
|
13
|
|
|
93
|
|
||||
Amounts reclassified from AOCI
|
|
(10
|
)
|
|
(59
|
)
|
|
(19
|
)
|
|
(88
|
)
|
||||
Other comprehensive income (loss)
|
|
(10
|
)
|
|
21
|
|
|
(6
|
)
|
|
5
|
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
(4
|
)
|
|
8
|
|
|
(2
|
)
|
|
2
|
|
||||
Other comprehensive income (loss), net of tax
|
|
(6
|
)
|
|
13
|
|
|
(4
|
)
|
|
3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2014
|
|
$
|
(7
|
)
|
|
$
|
21
|
|
|
$
|
43
|
|
|
$
|
57
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
15
|
|
|
10
|
|
|
25
|
|
||||
Amounts reclassified from AOCI
|
|
(3
|
)
|
|
(24
|
)
|
|
(16
|
)
|
|
(43
|
)
|
||||
Other comprehensive loss
|
|
(3
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|
(18
|
)
|
||||
Income tax benefits on other comprehensive loss
|
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(7
|
)
|
||||
Other comprehensive loss, net of tax
|
|
(2
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(11
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2015
|
|
$
|
(9
|
)
|
|
$
|
16
|
|
|
$
|
39
|
|
|
$
|
46
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
(48
|
)
|
|
(14
|
)
|
|
(62
|
)
|
||||
Other comprehensive income (loss)
|
|
—
|
|
|
52
|
|
|
(14
|
)
|
|
38
|
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
—
|
|
|
20
|
|
|
(5
|
)
|
|
15
|
|
||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
32
|
|
|
(9
|
)
|
|
23
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2016
|
|
$
|
(9
|
)
|
|
$
|
48
|
|
|
$
|
30
|
|
|
$
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
OPEB
|
||||||||||||
Obligations and Funded Status - Qualified and Non-Qualified Plans
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation as of January 1
|
|
$
|
9,079
|
|
|
$
|
9,249
|
|
|
$
|
724
|
|
|
$
|
757
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
191
|
|
|
193
|
|
|
5
|
|
|
5
|
|
||||
Interest cost
|
|
398
|
|
|
383
|
|
|
30
|
|
|
29
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(10
|
)
|
||||
Medicare retiree drug subsidy
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Actuarial (gain) loss
|
|
224
|
|
|
(277
|
)
|
|
14
|
|
|
(2
|
)
|
||||
Benefits paid
|
|
(466
|
)
|
|
(469
|
)
|
|
(55
|
)
|
|
(62
|
)
|
||||
Benefit obligation as of December 31
|
|
$
|
9,426
|
|
|
$
|
9,079
|
|
|
$
|
711
|
|
|
$
|
724
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
|
$
|
5,338
|
|
|
$
|
5,824
|
|
|
$
|
431
|
|
|
$
|
464
|
|
Actual return (losses) on plan assets
|
|
442
|
|
|
(178
|
)
|
|
30
|
|
|
6
|
|
||||
Company contributions
|
|
899
|
|
|
161
|
|
|
9
|
|
|
17
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
||||
Benefits paid
|
|
(466
|
)
|
|
(469
|
)
|
|
(55
|
)
|
|
(62
|
)
|
||||
Fair value of plan assets as of December 31
|
|
$
|
6,213
|
|
|
$
|
5,338
|
|
|
$
|
420
|
|
|
$
|
431
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded Status:
|
|
|
|
|
|
|
|
|
||||||||
Qualified plan
|
|
$
|
(2,821
|
)
|
|
$
|
(3,366
|
)
|
|
|
|
|
||||
Non-qualified plans
|
|
(392
|
)
|
|
(375
|
)
|
|
|
|
|
||||||
Funded Status
|
|
$
|
(3,213
|
)
|
|
$
|
(3,741
|
)
|
|
$
|
(291
|
)
|
|
$
|
(293
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$
|
8,913
|
|
|
$
|
8,579
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized on the Balance Sheet:
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(19
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||
Noncurrent liabilities
|
|
(3,203
|
)
|
|
(3,723
|
)
|
|
(291
|
)
|
|
(293
|
)
|
||||
Net liability as of December 31
|
|
$
|
(3,213
|
)
|
|
$
|
(3,741
|
)
|
|
$
|
(291
|
)
|
|
$
|
(293
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in AOCI:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
|
$
|
28
|
|
|
$
|
37
|
|
|
$
|
(288
|
)
|
|
$
|
(355
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Assumptions Used to Determine Benefit Obligations
|
|
|
|
|
|
|
|
|
||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
4.25
|
%
|
|
4.50
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
||||
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
|
|
|
6.0-5.5%
|
|
|
6.0-5.5%
|
|
||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
N/A
|
|
|
N/A
|
|
|
4.5
|
%
|
|
4.5
|
%
|
||||
Year that the rate reaches the ultimate trend rate
|
|
N/A
|
|
|
N/A
|
|
|
2027
|
|
|
2026
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Allocation of Plan Assets (as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
44
|
%
|
|
40
|
%
|
|
53
|
%
|
|
51
|
%
|
||||
Bonds
|
|
30
|
%
|
|
34
|
%
|
|
41
|
%
|
|
43
|
%
|
||||
Absolute return strategies
|
|
8
|
%
|
|
7
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Real estate
|
|
10
|
%
|
|
11
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Cash and short-term securities
|
|
8
|
%
|
|
8
|
%
|
|
6
|
%
|
|
6
|
%
|
||||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Pension
|
|
OPEB
|
||||||||||||||||||||
Components of Net Periodic Benefit Costs
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
|
$
|
191
|
|
|
$
|
193
|
|
|
$
|
167
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
9
|
|
Interest cost
|
|
398
|
|
|
383
|
|
|
402
|
|
|
30
|
|
|
29
|
|
|
39
|
|
||||||
Expected return on plan assets
|
|
(399
|
)
|
|
(443
|
)
|
|
(462
|
)
|
|
(30
|
)
|
|
(33
|
)
|
|
(34
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
8
|
|
|
8
|
|
|
8
|
|
|
(80
|
)
|
|
(134
|
)
|
|
(176
|
)
|
||||||
Pension & OPEB mark-to-market adjustment
|
|
179
|
|
|
344
|
|
|
1,235
|
|
|
15
|
|
|
25
|
|
|
8
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
377
|
|
|
$
|
485
|
|
|
$
|
1,350
|
|
|
$
|
(60
|
)
|
|
$
|
(108
|
)
|
|
$
|
(154
|
)
|
Assumptions Used to Determine Net Periodic Benefit Cost *
for Years Ended December 31
|
|
Pension
|
|
OPEB
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||
Weighted-average discount rate
|
|
4.50
|
%
|
|
4.25
|
%
|
|
5.00
|
%
|
|
4.25
|
%
|
|
4.00
|
%
|
|
4.75
|
%
|
Expected long-term return on plan assets
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
Rate of compensation increase
|
|
4.20
|
%
|
|
4.20
|
%
|
|
4.20
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
December 31, 2016
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
464
|
|
|
8
|
%
|
Equity investments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
(2)
|
|
1,048
|
|
|
13
|
|
|
—
|
|
|
1,061
|
|
|
17
|
%
|
||||
International
|
|
422
|
|
|
1,269
|
|
|
—
|
|
|
1,691
|
|
|
27
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Government bonds
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|
2
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
1,245
|
|
|
—
|
|
|
1,245
|
|
|
20
|
%
|
||||
High yield debt
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
|
6
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|
2
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hedge funds (Absolute return)
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|
8
|
%
|
||||
Derivatives
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
%
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|
—
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
615
|
|
|
615
|
|
|
10
|
%
|
||||
Total
(1)
|
|
$
|
1,470
|
|
|
$
|
4,080
|
|
|
$
|
648
|
|
|
$
|
6,198
|
|
|
100
|
%
|
(1)
|
Excludes
$16 million
as of
December 31, 2016
of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
(2)
|
As a result of the
$500 million
equity contribution on December 13, 2016, there was
$293 million
of FE Stock included in the pension plan assets as of December 31, 2016.
|
|
|
December 31, 2015
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
427
|
|
|
$
|
—
|
|
|
$
|
427
|
|
|
8
|
%
|
Equity investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic
|
|
869
|
|
|
75
|
|
|
—
|
|
|
944
|
|
|
18
|
%
|
||||
International
|
|
395
|
|
|
794
|
|
|
—
|
|
|
1,189
|
|
|
22
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Government bonds
|
|
—
|
|
|
232
|
|
|
—
|
|
|
232
|
|
|
4
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
1,115
|
|
|
—
|
|
|
1,115
|
|
|
21
|
%
|
||||
High yield debt
|
|
—
|
|
|
438
|
|
|
—
|
|
|
438
|
|
|
8
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
1
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hedge funds (Absolute return)
|
|
—
|
|
|
343
|
|
|
—
|
|
|
343
|
|
|
7
|
%
|
||||
Derivatives
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
%
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
587
|
|
|
587
|
|
|
11
|
%
|
||||
Total
(1)
|
|
$
|
1,264
|
|
|
$
|
3,470
|
|
|
$
|
611
|
|
|
$
|
5,345
|
|
|
100
|
%
|
(1)
|
Excludes
$(7) million
as of
December 31, 2015
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, 2015
|
|
$
|
25
|
|
|
$
|
421
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||
Unrealized gains
|
|
—
|
|
|
42
|
|
||
Realized gains (losses)
|
|
(1
|
)
|
|
16
|
|
||
Transfers in
|
|
—
|
|
|
108
|
|
||
Balance as of December 31, 2015
|
|
$
|
24
|
|
|
$
|
587
|
|
Actual return on plan assets:
|
|
|
|
|
||||
Unrealized gains
|
|
1
|
|
|
29
|
|
||
Realized gains
|
|
1
|
|
|
14
|
|
||
Transfers in (out)
|
|
7
|
|
|
(15
|
)
|
||
Balance as of December 31, 2016
|
|
$
|
33
|
|
|
$
|
615
|
|
|
|
December 31, 2016
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
6
|
%
|
Equity investment
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
223
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
53
|
%
|
||||
International
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasuries
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|
9
|
%
|
||||
Government bonds
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|
26
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
6
|
%
|
||||
High yield debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hedge funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
(1)
|
|
$
|
223
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
424
|
|
|
100
|
%
|
(1)
|
Excludes
$(4) million
as of
December 31, 2016
of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
December 31, 2015
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
6
|
%
|
Equity investment
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
219
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
50
|
%
|
||||
International
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
1
|
%
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasuries
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
10
|
%
|
||||
Government bonds
|
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|
26
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|
6
|
%
|
||||
High yield debt
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
%
|
||||
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hedge funds
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
%
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
%
|
||||
Total
(1)
|
|
$
|
220
|
|
|
$
|
216
|
|
|
$
|
2
|
|
|
$
|
438
|
|
|
100
|
%
|
(1)
|
Excludes
$(7) million
as of
December 31, 2015
, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
|
Real Estate Funds
|
||
|
|
(in millions)
|
||
Balance as of January 1, 2015
|
|
$
|
3
|
|
Transfers out
|
|
(1
|
)
|
|
Balance as of December 31, 2015
|
|
$
|
2
|
|
Transfers out
|
|
(2
|
)
|
|
Balance as of December 31, 2016
|
|
$
|
—
|
|
|
|
1-Percentage-Point Increase
|
|
1-Percentage-Point Decrease
|
||||
|
|
(In millions)
|
||||||
Effect on total of service and interest cost
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on accumulated benefit obligation
|
|
$
|
23
|
|
|
$
|
(20
|
)
|
|
|
|
|
OPEB
|
||||||||
|
|
Pension
|
|
Benefit Payments
|
|
Subsidy Receipts
|
||||||
|
|
(In millions)
|
||||||||||
2016
|
|
$
|
505
|
|
|
$
|
52
|
|
|
$
|
(3
|
)
|
2017
|
|
523
|
|
|
52
|
|
|
(3
|
)
|
|||
2018
|
|
534
|
|
|
53
|
|
|
(3
|
)
|
|||
2019
|
|
552
|
|
|
53
|
|
|
(3
|
)
|
|||
2020
|
|
566
|
|
|
53
|
|
|
(3
|
)
|
|||
Years 2021-2025
|
|
2,999
|
|
|
251
|
|
|
(7
|
)
|
|
|
Pension
|
|
OPEB
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Net Periodic Cost (Credit)
|
|
$
|
(5
|
)
|
|
$
|
10
|
|
|
$
|
150
|
|
|
$
|
(26
|
)
|
|
$
|
(22
|
)
|
|
$
|
(24
|
)
|
FirstEnergy
|
|
Years ended December 31
|
||||||||||
Stock-based Compensation Plan
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Restricted Stock Units
|
|
$
|
62
|
|
|
$
|
46
|
|
|
$
|
26
|
|
Restricted Stock
|
|
2
|
|
|
2
|
|
|
5
|
|
|||
Performance Shares
|
|
(3
|
)
|
|
—
|
|
|
5
|
|
|||
401(k) Savings Plan
|
|
39
|
|
|
38
|
|
|
25
|
|
|||
EDCP & DCPD
|
|
5
|
|
|
3
|
|
|
8
|
|
|||
Total
|
|
$
|
105
|
|
|
$
|
89
|
|
|
$
|
69
|
|
Stock-based compensation costs capitalized
|
|
$
|
38
|
|
|
$
|
32
|
|
|
$
|
23
|
|
FES
|
|
Years ended December 31
|
||||||||||
Stock-based Compensation Plan
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Restricted Stock Units
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
4
|
|
Performance Shares
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
401(k) Savings Plan
|
|
5
|
|
|
5
|
|
|
4
|
|
|||
Total
|
|
$
|
16
|
|
|
$
|
11
|
|
|
$
|
9
|
|
Stock-based compensation costs capitalized
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Restricted Stock Unit Activity
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested as of January 1, 2016
|
|
2,436,888
|
|
|
$
|
35.26
|
|
Granted in 2016
|
|
1,581,762
|
|
|
34.77
|
|
|
Forfeited in 2016
|
|
(81,618
|
)
|
|
33.85
|
|
|
Vested in 2016
(1)
|
|
(873,303
|
)
|
|
33.54
|
|
|
Nonvested as of December 31, 2016
|
|
3,063,729
|
|
|
$
|
32.98
|
|
Restricted Stock
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Nonvested as of January 1, 2016
|
|
190,656
|
|
|
$
|
40.65
|
|
Granted in 2016
|
|
28,756
|
|
|
32.69
|
|
|
Vested in 2016
(1)
|
|
(82,252
|
)
|
|
46.83
|
|
|
Nonvested as of December 31, 2016
|
|
137,160
|
|
|
$
|
35.27
|
|
|
|
|
|
|
Stock Option Activity
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Balance, January 1, 2016 (1,211,358 options exercisable)
|
|
1,411,971
|
|
|
$
|
44.89
|
|
Options forfeited
|
|
(35,150
|
)
|
|
56.40
|
|
|
Balance, December 31, 2016 (1,376,821 options exercisable)
|
|
1,376,821
|
|
|
$
|
44.60
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
FirstEnergy
|
|
|
|
|
|
||||||
Income (loss) from Continuing Operations before income taxes (benefits)
|
$
|
(9,232
|
)
|
|
$
|
893
|
|
|
$
|
171
|
|
Federal income tax expense (benefit) at statutory rate (35%)
|
$
|
(3,231
|
)
|
|
$
|
313
|
|
|
$
|
60
|
|
Increases (reductions) in taxes resulting from-
|
|
|
|
|
|
||||||
State income taxes, net of federal tax benefit
|
(192
|
)
|
|
17
|
|
|
(21
|
)
|
|||
AFUDC equity and other flow-through
|
(13
|
)
|
|
(16
|
)
|
|
(13
|
)
|
|||
Amortization of investment tax credits
|
(8
|
)
|
|
(8
|
)
|
|
(10
|
)
|
|||
Change in accounting method
|
—
|
|
|
(8
|
)
|
|
(27
|
)
|
|||
ESOP dividend
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Impairment of non-deductible goodwill
|
157
|
|
|
—
|
|
|
—
|
|
|||
Tax basis balance sheet adjustments
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Uncertain tax positions
|
(16
|
)
|
|
1
|
|
|
(35
|
)
|
|||
Valuation allowances
|
246
|
|
|
18
|
|
|
33
|
|
|||
Other, net
|
8
|
|
|
4
|
|
|
2
|
|
|||
Total income taxes (benefits)
|
$
|
(3,055
|
)
|
|
$
|
315
|
|
|
$
|
(42
|
)
|
Effective income tax rate
|
33.1
|
%
|
|
35.3
|
%
|
|
(24.6
|
)%
|
|||
|
|
|
|
|
|
||||||
FES
|
|
|
|
|
|
||||||
Income (loss) from Continuing Operations before income taxes (benefits)
|
$
|
(8,444
|
)
|
|
$
|
147
|
|
|
$
|
(588
|
)
|
Federal income tax expense (benefit) at statutory rate (35%)
|
$
|
(2,955
|
)
|
|
$
|
51
|
|
|
$
|
(206
|
)
|
Increases (reductions) in taxes resulting from-
|
|
|
|
|
|
||||||
State income taxes, net of federal tax benefit
|
(188
|
)
|
|
2
|
|
|
(28
|
)
|
|||
Amortization of investment tax credits
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
ESOP dividend
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Impairment of non-deductible goodwill
|
9
|
|
|
—
|
|
|
—
|
|
|||
Uncertain tax positions
|
(8
|
)
|
|
5
|
|
|
—
|
|
|||
Valuation allowances
|
151
|
|
|
14
|
|
|
14
|
|
|||
Other, net
|
6
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
Total income taxes (benefits)
|
$
|
(2,988
|
)
|
|
$
|
65
|
|
|
$
|
(228
|
)
|
Effective income tax rate
|
35.4
|
%
|
|
44.2
|
%
|
|
38.8
|
%
|
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
FirstEnergy
|
|
|
|
|
||||
Property basis differences
|
|
$
|
7,088
|
|
|
$
|
9,920
|
|
Deferred sale and leaseback gain
|
|
(351
|
)
|
|
(360
|
)
|
||
Pension and OPEB
|
|
(1,347
|
)
|
|
(1,541
|
)
|
||
Nuclear decommissioning activities
|
|
635
|
|
|
480
|
|
||
Asset retirement obligations
|
|
(669
|
)
|
|
(731
|
)
|
||
Regulatory asset/liability
|
|
545
|
|
|
763
|
|
||
Deferred compensation
|
|
(269
|
)
|
|
(239
|
)
|
||
Loss carryforwards and AMT credits
|
|
(2,251
|
)
|
|
(1,965
|
)
|
||
Valuation reserve
|
|
438
|
|
|
192
|
|
||
All other
|
|
(54
|
)
|
|
254
|
|
||
Net deferred income tax liability
|
|
$
|
3,765
|
|
|
$
|
6,773
|
|
|
|
|
|
|
||||
FES
|
|
|
|
|
||||
Property basis differences
|
|
$
|
(1,009
|
)
|
|
$
|
1,901
|
|
Deferred sale and leaseback gain
|
|
(328
|
)
|
|
(342
|
)
|
||
Pension and OPEB
|
|
(366
|
)
|
|
(393
|
)
|
||
Lease market valuation liability
|
|
111
|
|
|
95
|
|
||
Nuclear decommissioning activities
|
|
540
|
|
|
483
|
|
||
Asset retirement obligations
|
|
(453
|
)
|
|
(509
|
)
|
||
Loss carryforwards and AMT credits
|
|
(830
|
)
|
|
(687
|
)
|
||
Valuation reserve
|
|
197
|
|
|
46
|
|
||
All other
|
|
(141
|
)
|
|
6
|
|
||
Net deferred income tax liability (asset)
|
|
$
|
(2,279
|
)
|
|
$
|
600
|
|
Expiration Period
|
|
FirstEnergy
|
|
FES
|
||||||||||||
|
|
(In millions)
|
||||||||||||||
|
|
State
|
|
Local
|
|
State
|
|
Local
|
||||||||
2017-2021
|
|
$
|
166
|
|
|
$
|
2,998
|
|
|
$
|
2
|
|
|
$
|
1,795
|
|
2022-2026
|
|
1,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2027-2031
|
|
2,817
|
|
|
—
|
|
|
410
|
|
|
—
|
|
||||
2032-2036
|
|
2,752
|
|
|
—
|
|
|
1,172
|
|
|
—
|
|
||||
|
|
$
|
7,062
|
|
|
$
|
2,998
|
|
|
$
|
1,584
|
|
|
$
|
1,795
|
|
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
Balance, January 1, 2014
|
|
$
|
48
|
|
|
$
|
3
|
|
Current year increases
|
|
4
|
|
|
—
|
|
||
Prior years increases
|
|
5
|
|
|
—
|
|
||
Prior years decreases
|
|
(23
|
)
|
|
—
|
|
||
Balance, December 31, 2014
|
|
$
|
34
|
|
|
$
|
3
|
|
Current year increases
|
|
3
|
|
|
—
|
|
||
Prior years increases
|
|
7
|
|
|
5
|
|
||
Prior years decreases
|
|
(10
|
)
|
|
—
|
|
||
Balance, December 31, 2015
|
|
$
|
34
|
|
|
$
|
8
|
|
Current year increases
|
|
2
|
|
|
—
|
|
||
Prior years increases
|
|
69
|
|
|
—
|
|
||
Prior years decreases
|
|
(21
|
)
|
|
(8
|
)
|
||
Balance, December 31, 2016
|
|
$
|
84
|
|
|
$
|
—
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
FirstEnergy
|
|
|
|
|
|
|
||||||
KWH excise
|
|
$
|
196
|
|
|
$
|
193
|
|
|
$
|
194
|
|
State gross receipts
|
|
212
|
|
|
224
|
|
|
226
|
|
|||
Real and personal property
|
|
472
|
|
|
410
|
|
|
393
|
|
|||
Social security and unemployment
|
|
127
|
|
|
119
|
|
|
112
|
|
|||
Other
|
|
35
|
|
|
32
|
|
|
37
|
|
|||
Total general taxes
|
|
$
|
1,042
|
|
|
$
|
978
|
|
|
$
|
962
|
|
|
|
|
|
|
|
|
||||||
FES
|
|
|
|
|
|
|
||||||
State gross receipts
|
|
$
|
28
|
|
|
$
|
44
|
|
|
$
|
69
|
|
Real and personal property
|
|
42
|
|
|
36
|
|
|
39
|
|
|||
Social security and unemployment
|
|
15
|
|
|
16
|
|
|
17
|
|
|||
Other
|
|
3
|
|
|
2
|
|
|
3
|
|
|||
Total general taxes
|
|
$
|
88
|
|
|
$
|
98
|
|
|
$
|
128
|
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
FirstEnergy
|
|
$
|
168
|
|
|
$
|
174
|
|
|
$
|
199
|
|
FES
|
|
$
|
94
|
|
|
$
|
94
|
|
|
$
|
95
|
|
Capital leases
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
2017
|
|
$
|
32
|
|
|
$
|
6
|
|
2018
|
|
25
|
|
|
2
|
|
||
2019
|
|
19
|
|
|
—
|
|
||
2020
|
|
14
|
|
|
—
|
|
||
2021
|
|
12
|
|
|
—
|
|
||
Years thereafter
|
|
15
|
|
|
1
|
|
||
Total minimum lease payments
|
|
117
|
|
|
9
|
|
||
Interest portion
|
|
(13
|
)
|
|
(1
|
)
|
||
Present value of net minimum lease payments
|
|
104
|
|
|
8
|
|
||
Less current portion
|
|
29
|
|
|
5
|
|
||
Noncurrent portion
|
|
$
|
75
|
|
|
$
|
3
|
|
|
|
|
||
Operating Leases
|
|
FirstEnergy
|
||
|
|
(In millions)
|
||
2017
(1)
|
|
$
|
125
|
|
2018
|
|
142
|
|
|
2019
|
|
123
|
|
|
2020
|
|
97
|
|
|
2021
|
|
119
|
|
|
Years thereafter
|
|
1,351
|
|
|
Total minimum lease payments
|
|
$
|
1,957
|
|
Operating Leases
|
|
FES
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
82
|
|
2018
|
|
101
|
|
|
2019
|
|
97
|
|
|
2020
|
|
68
|
|
|
2021
|
|
93
|
|
|
Years thereafter
|
|
1,222
|
|
|
Total minimum lease payments
|
|
$
|
1,663
|
|
|
|
Intangible Assets
|
|
Amortization Expense
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Actual
|
|
Estimated
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||||||||
NUG contracts
(1)
|
|
$
|
124
|
|
|
$
|
31
|
|
|
$
|
93
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
68
|
|
OVEC
(2)
|
|
54
|
|
|
48
|
|
|
6
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||||
Coal contracts
(2)(3)(4)
|
|
556
|
|
|
544
|
|
|
12
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
FES customer contracts
(5)
|
|
148
|
|
|
139
|
|
|
9
|
|
|
52
|
|
|
5
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
|
$
|
882
|
|
|
$
|
762
|
|
|
$
|
120
|
|
|
$
|
114
|
|
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
72
|
|
(1)
|
NUG contracts are subject to regulatory accounting and their amortization does not impact earnings.
|
(2)
|
Amortization expense excludes impairment charges related to intangible assets recognized in 2016, which totaled
$92 million
and are included in Impairment of Assets. See "Note 2, Asset Impairments" for further discussion.
|
(3)
|
The coal contracts were 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.
|
(4)
|
A gross amount of
$40 million
of coal contracts is related to FES. In June 2016, FES terminated a coal contract and the write-off is included in amortization expense in the table above.
|
•
|
PNBV Trust
-
PNBV
,
a business trust established by OE in 1996, issued certain beneficial interests and notes to fund the acquisition of a portion of the bonds issued by certain owner trusts in connection with the sale and leaseback in 1987 of a portion of OE's interest in the Perry Plant and Beaver Valley Unit 2. OE used debt and available funds to purchase the notes issued by PNBV. The beneficial ownership of PNBV includes a 3% interest by unaffiliated third parties.
|
•
|
Ohio Securitization
-
In September 2012, the Ohio Companies created separate, wholly-owned limited liability companies (SPEs) which issued phase-in recovery bonds to securitize the recovery of certain all-electric customer heating discounts, fuel and purchased power regulatory assets. The phase-in recovery bonds are payable only from, and secured by, phase-in recovery property owned by the SPEs. The bondholder has no recourse to the general credit of FirstEnergy or any of the Ohio Companies. Each of the Ohio Companies, as servicer of its respective SPE, manages and administers the phase-in recovery property including the billing, collection and remittance of usage-based charges payable by retail electric customers. In the aggregate, the Ohio Companies are entitled to annual servicing fees of
$445 thousand
that are recoverable through the usage-based charges. The SPEs are considered VIEs and each one is consolidated into its applicable utility. As of
December 31, 2016
and
December 31, 2015
,
$339 million
and
$362 million
of the phase-in recovery bonds were outstanding, respectively.
|
•
|
JCP&L Securitization
-
In June 2002, JCP&L Transition Funding sold transition bonds to securitize the recovery of JCP&L’s bondable stranded costs associated with the previously divested Oyster Creek Nuclear Generating Station. In August 2006, JCP&L Transition Funding II sold transition bonds to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS. JCP&L did not purchase and does not own any of the transition bonds, which are included as long-term debt on FirstEnergy’s and JCP&L’s Consolidated Balance Sheets. The transition bonds are the sole obligations of JCP&L Transition Funding and JCP&L Transition Funding II and are collateralized by each company’s equity and assets, which consist primarily of bondable transition property. As of
December 31, 2016
and
December 31, 2015
,
$85 million
and
$128 million
of the transition bonds were outstanding, respectively.
|
•
|
MP and PE Environmental Funding Companies
-
The entities issued bonds of which the proceeds were used to construct environmental control facilities. The special purpose limited liability companies own the irrevocable right to collect non-bypassable environmental control charges from all customers who receive electric delivery service in MP's and PE's West Virginia service territories. Principal and interest owed on the environmental control bonds is secured by, and payable solely from, the proceeds of the environmental control charges. Creditors of FirstEnergy, other than the special purpose limited liability companies, have no recourse to any assets or revenues of the special purpose limited liability companies. As of
December 31, 2016
and
December 31, 2015
,
$406 million
and
$429 million
of the environmental control bonds were outstanding, respectively.
|
•
|
Global Holding
-
FEV holds a
33-1/3%
equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations with coal sales in U.S. and international markets. FEV is not the primary beneficiary of the joint venture, as it does not have control over the significant activities affecting the joint venture's economic performance. FEV's ownership interest is subject to the equity method of accounting. See "Note 1, Organization, Basis of Presentation and Significant Accounting Policies - Investments", for additional information regarding FEV's investment in Global Holding.
|
•
|
PATH WV
-
PATH, a proposed transmission line from West Virginia through Virginia into Maryland which PJM had previously suspended in February 2011, is a series limited liability company that is comprised of multiple series, each of which has separate rights, powers and duties regarding specified property and the series profits and losses associated with such property. A subsidiary of FE owns
100%
of the Allegheny Series (PATH-Allegheny) and
50%
of the West Virginia Series (PATH-WV), which is a joint venture with a subsidiary of AEP. FirstEnergy is not the primary beneficiary of PATH-WV, as it does not have control over the significant activities affecting the economics of PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting.
|
•
|
Purchase Power Agreements
-
FirstEnergy evaluated its power purchase agreements and determined that certain NUG entities at its Regulated Distribution segment may be VIEs to the extent that they own a plant that sells substantially all of its output to the applicable utilities and the contract price for power is correlated with the plant’s variable costs of production.
|
•
|
Sale and Leaseback Transactions
-
OE and FES have obligations that are not included on their Consolidated Balance Sheets related to the Beaver Valley Unit 2 and 2007 Bruce Mansfield Unit 1 sale and leaseback arrangements, respectively, which are satisfied through operating lease payments. FirstEnergy is not the primary beneficiary of these interests as it does not have control over the significant activities affecting the economics of the arrangements.
As of
December 31, 2016
, OE's leasehold interest was
2.60%
of Beaver Valley Unit 2
and FES' leasehold interest was
93.83%
of Bruce Mansfield Unit 1.
|
|
Maximum
Exposure
|
|
Discounted Lease
Payments, net
|
|
Net
Exposure
|
||||||
|
(In millions)
|
||||||||||
FirstEnergy
|
$
|
1,123
|
|
|
$
|
879
|
|
|
$
|
244
|
|
FES
|
$
|
1,098
|
|
|
$
|
875
|
|
|
$
|
223
|
|
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, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
(In millions)
|
||||||||||||||||||||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
1,247
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
|
$
|
—
|
|
|
$
|
1,245
|
|
|
$
|
—
|
|
|
$
|
1,245
|
|
Derivative assets - commodity contracts
|
10
|
|
|
200
|
|
|
—
|
|
|
210
|
|
|
4
|
|
|
224
|
|
|
—
|
|
|
228
|
|
||||||||
Derivative assets - FTRs
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||||
Derivative assets - NUG contracts
(1)
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
Equity securities
(2)
|
925
|
|
|
—
|
|
|
—
|
|
|
925
|
|
|
576
|
|
|
—
|
|
|
—
|
|
|
576
|
|
||||||||
Foreign government debt securities
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
||||||||
U.S. government debt securities
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
||||||||
U.S. state debt securities
|
—
|
|
|
246
|
|
|
—
|
|
|
246
|
|
|
—
|
|
|
246
|
|
|
—
|
|
|
246
|
|
||||||||
Other
(3)
|
199
|
|
|
123
|
|
|
—
|
|
|
322
|
|
|
105
|
|
|
212
|
|
|
—
|
|
|
317
|
|
||||||||
Total assets
|
$
|
1,134
|
|
|
$
|
2,055
|
|
|
$
|
8
|
|
|
$
|
3,197
|
|
|
$
|
685
|
|
|
$
|
2,182
|
|
|
$
|
9
|
|
|
$
|
2,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities - commodity contracts
|
$
|
(6
|
)
|
|
$
|
(118
|
)
|
|
$
|
—
|
|
|
$
|
(124
|
)
|
|
$
|
(9
|
)
|
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
(131
|
)
|
Derivative liabilities - FTRs
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||||
Derivative liabilities - NUG contracts
(1)
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
(108
|
)
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
(137
|
)
|
||||||||
Total liabilities
|
$
|
(6
|
)
|
|
$
|
(118
|
)
|
|
$
|
(114
|
)
|
|
$
|
(238
|
)
|
|
$
|
(9
|
)
|
|
$
|
(122
|
)
|
|
$
|
(150
|
)
|
|
$
|
(281
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net assets (liabilities)
(4)
|
$
|
1,128
|
|
|
$
|
1,937
|
|
|
$
|
(106
|
)
|
|
$
|
2,959
|
|
|
$
|
676
|
|
|
$
|
2,060
|
|
|
$
|
(141
|
)
|
|
$
|
2,595
|
|
(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
$(3) million
and
$7 million
as of
December 31, 2016
and
December 31, 2015
, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
NUG Contracts
(1)
|
|
FTRs
|
||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
January 1, 2015 Balance
|
$
|
2
|
|
|
$
|
(153
|
)
|
|
$
|
(151
|
)
|
|
$
|
39
|
|
|
$
|
(14
|
)
|
|
$
|
25
|
|
Unrealized gain (loss)
|
2
|
|
|
(49
|
)
|
|
(47
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(12
|
)
|
||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(11
|
)
|
|
11
|
|
||||||
Settlements
|
(3
|
)
|
|
65
|
|
|
62
|
|
|
(48
|
)
|
|
19
|
|
|
(29
|
)
|
||||||
December 31, 2015 Balance
|
$
|
1
|
|
|
$
|
(137
|
)
|
|
$
|
(136
|
)
|
|
$
|
8
|
|
|
$
|
(13
|
)
|
|
$
|
(5
|
)
|
Unrealized gain (loss)
|
2
|
|
|
(17
|
)
|
|
(15
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
(10
|
)
|
||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
(7
|
)
|
|
9
|
|
||||||
Settlements
|
(2
|
)
|
|
46
|
|
|
44
|
|
|
(11
|
)
|
|
18
|
|
|
7
|
|
||||||
December 31, 2016 Balance
|
$
|
1
|
|
|
$
|
(108
|
)
|
|
$
|
(107
|
)
|
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
|
Fair Value, Net (In millions)
|
|
Valuation
Technique |
|
Significant Input
|
|
Range
|
|
Weighted Average
|
|
Units
|
||
FTRs
|
|
$
|
1
|
|
|
Model
|
|
RTO auction clearing prices
|
|
($4.20) to $6.10
|
|
$0.80
|
|
Dollars/MWH
|
NUG Contracts
|
|
$
|
(107
|
)
|
|
Model
|
|
Generation
Regional electricity prices |
|
400 to 2,984,000
$32.60 to $33.40
|
|
754,000 $32.80
|
|
MWH
Dollars/MWH |
FES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recurring Fair Value Measurements
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
(In millions)
|
||||||||||||||||||||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
726
|
|
|
$
|
—
|
|
|
$
|
726
|
|
|
$
|
—
|
|
|
$
|
678
|
|
|
$
|
—
|
|
|
$
|
678
|
|
Derivative assets - commodity contracts
|
10
|
|
|
200
|
|
|
—
|
|
|
210
|
|
|
4
|
|
|
224
|
|
|
—
|
|
|
228
|
|
||||||||
Derivative assets - FTRs
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||||
Equity securities
(1)
|
634
|
|
|
—
|
|
|
—
|
|
|
634
|
|
|
378
|
|
|
—
|
|
|
—
|
|
|
378
|
|
||||||||
Foreign government debt securities
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||||||
U.S. government debt securities
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||||
U.S. state debt securities
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Other
(2)
|
2
|
|
|
81
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
184
|
|
||||||||
Total assets
|
$
|
646
|
|
|
$
|
1,116
|
|
|
$
|
4
|
|
|
$
|
1,766
|
|
|
$
|
382
|
|
|
$
|
1,172
|
|
|
$
|
5
|
|
|
$
|
1,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities - commodity contracts
|
$
|
(6
|
)
|
|
$
|
(118
|
)
|
|
$
|
—
|
|
|
$
|
(124
|
)
|
|
$
|
(9
|
)
|
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
(131
|
)
|
Derivative liabilities - FTRs
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||||
Total liabilities
|
$
|
(6
|
)
|
|
$
|
(118
|
)
|
|
$
|
(5
|
)
|
|
$
|
(129
|
)
|
|
$
|
(9
|
)
|
|
$
|
(122
|
)
|
|
$
|
(11
|
)
|
|
$
|
(142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net assets (liabilities)
(3)
|
$
|
640
|
|
|
$
|
998
|
|
|
$
|
(1
|
)
|
|
$
|
1,637
|
|
|
$
|
373
|
|
|
$
|
1,050
|
|
|
$
|
(6
|
)
|
|
$
|
1,417
|
|
(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
$2 million
and
$1 million
as of
December 31, 2016
and
December 31, 2015
, 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, 2015 Balance
|
|
$
|
27
|
|
|
$
|
(13
|
)
|
|
$
|
14
|
|
Unrealized gain (loss)
|
|
2
|
|
|
(5
|
)
|
|
(3
|
)
|
|||
Purchases
|
|
9
|
|
|
(10
|
)
|
|
(1
|
)
|
|||
Settlements
|
|
(33
|
)
|
|
17
|
|
|
(16
|
)
|
|||
December 31, 2015 Balance
|
|
$
|
5
|
|
|
$
|
(11
|
)
|
|
$
|
(6
|
)
|
Unrealized loss
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|||
Purchases
|
|
10
|
|
|
(5
|
)
|
|
5
|
|
|||
Settlements
|
|
(7
|
)
|
|
14
|
|
|
7
|
|
|||
December 31, 2016 Balance
|
|
$
|
4
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
|
Fair Value, Net (In millions)
|
|
Valuation
Technique |
|
Significant Input
|
|
Range
|
|
Weighted Average
|
|
Units
|
||
FTRs
|
|
$
|
(1
|
)
|
|
Model
|
|
RTO auction clearing prices
|
|
($4.20) to $5.30
|
|
$0.60
|
|
Dollars/MWH
|
|
|
December 31, 2016
(1)
|
|
December 31, 2015
(2)
|
||||||||||||||||||||
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Fair Value
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Fair Value
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FirstEnergy
|
|
$
|
1,735
|
|
|
$
|
38
|
|
|
$
|
1,773
|
|
|
$
|
1,778
|
|
|
$
|
16
|
|
|
$
|
1,794
|
|
FES
|
|
847
|
|
|
27
|
|
|
874
|
|
|
801
|
|
|
9
|
|
|
810
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FirstEnergy
|
|
$
|
822
|
|
|
$
|
103
|
|
|
$
|
925
|
|
|
$
|
542
|
|
|
$
|
34
|
|
|
$
|
576
|
|
FES
|
|
564
|
|
|
70
|
|
|
634
|
|
|
354
|
|
|
24
|
|
|
378
|
|
(1)
|
Excludes short-term cash investments: FirstEnergy -
$61 million
; FES -
$44 million
.
|
(2)
|
Excludes short-term cash investments: FirstEnergy -
$157 million
; FES -
$139 million
.
|
December 31, 2016
|
|
Sale Proceeds
|
|
Realized Gains
|
|
Realized Losses
|
|
OTTI
|
|
Interest and
Dividend Income
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
FirstEnergy
|
|
$
|
1,678
|
|
|
$
|
170
|
|
|
$
|
(121
|
)
|
|
$
|
(21
|
)
|
|
$
|
100
|
|
FES
|
|
717
|
|
|
117
|
|
|
(69
|
)
|
|
(19
|
)
|
|
56
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
Sale Proceeds
|
|
Realized Gains
|
|
Realized Losses
|
|
OTTI
|
|
Interest and Dividend Income
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
FirstEnergy
|
|
$
|
1,534
|
|
|
$
|
209
|
|
|
$
|
(191
|
)
|
|
$
|
(102
|
)
|
|
$
|
101
|
|
FES
|
|
733
|
|
|
158
|
|
|
(134
|
)
|
|
(90
|
)
|
|
57
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(In millions)
|
||||||||||||||
FirstEnergy
|
$
|
19,885
|
|
|
$
|
19,829
|
|
|
$
|
20,244
|
|
|
$
|
21,519
|
|
FES
|
3,000
|
|
|
1,555
|
|
|
3,027
|
|
|
3,121
|
|
•
|
Changes in the fair value of derivative instruments that are designated and qualify as cash flow hedges are recorded to AOCI with subsequent reclassification to earnings in the period during which the hedged forecasted transaction affects earnings.
|
•
|
Changes in the fair value of derivative instruments that are designated and qualify as fair value hedges are recorded as an adjustment to the item being hedged. When fair value hedges are discontinued, the adjustment recorded to the item being hedged is amortized into earnings.
|
•
|
Changes in the fair value of derivative instruments that are not designated in a hedging relationship are recorded in earnings on a mark-to-market basis, unless otherwise noted.
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||
|
Fair Value
|
|
|
Fair Value
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(In millions)
|
|
|
(In millions)
|
||||||||||||
Current Assets - Derivatives
|
|
|
|
|
Current Liabilities - Derivatives
|
|
|
|
||||||||
Commodity Contracts
|
$
|
133
|
|
|
$
|
150
|
|
|
Commodity Contracts
|
$
|
(72
|
)
|
|
$
|
(94
|
)
|
FTRs
|
7
|
|
|
7
|
|
|
FTRs
|
(6
|
)
|
|
(12
|
)
|
||||
|
140
|
|
|
157
|
|
|
|
(78
|
)
|
|
(106
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
Noncurrent Liabilities - Adverse Power Contract Liability
|
|
|
|
||||||||
Deferred Charges and Other Assets - Other
|
|
|
|
|
NUGs
(1)
|
(108
|
)
|
|
(137
|
)
|
||||||
Commodity Contracts
|
77
|
|
|
78
|
|
|
Noncurrent Liabilities - Other
|
|
|
|
||||||
FTRs
|
—
|
|
|
1
|
|
|
Commodity Contracts
|
(52
|
)
|
|
(37
|
)
|
||||
NUGs
(1)
|
1
|
|
|
1
|
|
|
FTRs
|
—
|
|
|
(1
|
)
|
||||
|
78
|
|
|
80
|
|
|
|
(160
|
)
|
|
(175
|
)
|
||||
Derivative Assets
|
$
|
218
|
|
|
$
|
237
|
|
|
Derivative Liabilities
|
$
|
(238
|
)
|
|
$
|
(281
|
)
|
(1)
|
NUG contracts are subject to regulatory accounting treatment and do not impact earnings.
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||
|
Fair Value
|
|
|
Fair Value
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
|
(In millions)
|
|
|
(In millions)
|
||||||||||||
Current Assets - Derivatives
|
|
|
|
|
Current Liabilities - Derivatives
|
|
|
|
||||||||
Commodity Contracts
|
$
|
133
|
|
|
$
|
150
|
|
|
Commodity Contracts
|
$
|
(72
|
)
|
|
$
|
(94
|
)
|
FTRs
|
4
|
|
|
4
|
|
|
FTRs
|
(5
|
)
|
|
(10
|
)
|
||||
|
137
|
|
|
154
|
|
|
|
(77
|
)
|
|
(104
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Deferred Charges and Other Assets - Other
|
|
|
|
|
Noncurrent Liabilities - Other
|
|
|
|
||||||||
Commodity Contracts
|
77
|
|
|
78
|
|
|
Commodity Contracts
|
(52
|
)
|
|
(37
|
)
|
||||
FTRs
|
—
|
|
|
1
|
|
|
FTRs
|
—
|
|
|
(1
|
)
|
||||
|
77
|
|
|
79
|
|
|
|
(52
|
)
|
|
(38
|
)
|
||||
Derivative Assets
|
$
|
214
|
|
|
$
|
233
|
|
|
Derivative Liabilities
|
$
|
(129
|
)
|
|
$
|
(142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
December 31, 2016
|
|
Fair Value
|
|
Derivative Instruments
|
|
Cash Collateral (Received)/Pledged
|
|
Net Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
210
|
|
|
$
|
(117
|
)
|
|
$
|
—
|
|
|
$
|
93
|
|
FTRs
|
|
7
|
|
|
(6
|
)
|
|
—
|
|
|
1
|
|
||||
NUG contracts
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
|
$
|
218
|
|
|
$
|
(123
|
)
|
|
$
|
—
|
|
|
$
|
95
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(124
|
)
|
|
$
|
117
|
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
FTRs
|
|
(6
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
NUG contracts
|
|
(108
|
)
|
|
—
|
|
|
—
|
|
|
(108
|
)
|
||||
|
|
$
|
(238
|
)
|
|
$
|
123
|
|
|
$
|
1
|
|
|
$
|
(114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
December 31, 2015
|
|
Fair Value
|
|
Derivative Instruments
|
|
Cash Collateral (Received)/Pledged
|
|
Net Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
228
|
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
|
$
|
103
|
|
FTRs
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
NUG contracts
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
|
$
|
237
|
|
|
$
|
(133
|
)
|
|
$
|
—
|
|
|
$
|
104
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(131
|
)
|
|
$
|
125
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
FTRs
|
|
(13
|
)
|
|
8
|
|
|
5
|
|
|
—
|
|
||||
NUG contracts
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||
|
|
$
|
(281
|
)
|
|
$
|
133
|
|
|
$
|
8
|
|
|
$
|
(140
|
)
|
|
|
|
|
Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
December 31, 2016
|
|
Fair Value
|
|
Derivative Instruments
|
|
Cash Collateral (Received)/Pledged
|
|
Net Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
210
|
|
|
$
|
(117
|
)
|
|
$
|
—
|
|
|
$
|
93
|
|
FTRs
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
214
|
|
|
$
|
(121
|
)
|
|
$
|
—
|
|
|
$
|
93
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(124
|
)
|
|
$
|
117
|
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
FTRs
|
|
(5
|
)
|
|
4
|
|
|
1
|
|
|
—
|
|
||||
|
|
$
|
(129
|
)
|
|
$
|
121
|
|
|
$
|
2
|
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
December 31, 2015
|
|
Fair Value
|
|
Derivative Instruments
|
|
Cash Collateral (Received)/Pledged
|
|
Net Fair Value
|
||||||||
|
|
(In millions)
|
||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
228
|
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
|
$
|
103
|
|
FTRs
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
233
|
|
|
$
|
(130
|
)
|
|
$
|
—
|
|
|
$
|
103
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(131
|
)
|
|
$
|
125
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
FTRs
|
|
(11
|
)
|
|
5
|
|
|
6
|
|
|
—
|
|
||||
|
|
$
|
(142
|
)
|
|
$
|
130
|
|
|
$
|
9
|
|
|
$
|
(3
|
)
|
|
Purchases
|
|
Sales
|
|
Net
|
|
Units
|
|||
|
(In millions)
|
|||||||||
Power Contracts
|
18
|
|
|
47
|
|
|
(29
|
)
|
|
MWH
|
FTRs
|
28
|
|
|
—
|
|
|
28
|
|
|
MWH
|
NUGs
|
3
|
|
|
—
|
|
|
3
|
|
|
MWH
|
Natural Gas
|
29
|
|
|
29
|
|
|
—
|
|
|
mmBTU
|
|
Purchases
|
|
Sales
|
|
Net
|
|
Units
|
|||
|
(In millions)
|
|||||||||
Power Contracts
|
18
|
|
|
47
|
|
|
(29
|
)
|
|
MWH
|
FTRs
|
22
|
|
|
—
|
|
|
22
|
|
|
MWH
|
Natural Gas
|
29
|
|
|
29
|
|
|
—
|
|
|
mmBTU
|
|
Year Ended December 31
|
||||||||||
|
Commodity
Contracts
|
|
FTRs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|||
Unrealized Gain (Loss) Recognized in:
|
|
|
|
|
|
|
|
|
|||
Other Operating Expense
|
$
|
(14
|
)
|
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
||||||
Realized Gain (Loss) Reclassified to:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
210
|
|
|
$
|
8
|
|
|
$
|
218
|
|
Purchased Power Expense
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
|||
Other Operating Expense
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|||
Fuel Expense
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
|
Commodity
Contracts |
|
FTRs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|||
Unrealized Gain (Loss) Recognized in:
|
|
|
|
|
|
|
|
|
|||
Other Operating Expense
|
$
|
93
|
|
|
$
|
(20
|
)
|
|
$
|
73
|
|
|
|
|
|
|
|
||||||
Realized Gain (Loss) Reclassified to:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
111
|
|
|
$
|
50
|
|
|
$
|
161
|
|
Purchased Power Expense
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
|||
Other Operating Expense
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
|||
Fuel Expense
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||||||
|
Commodity
Contracts |
|
FTRs
|
|
Interest Rate Swaps
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|||||
Unrealized Gain (Loss) Recognized in:
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Operating Expense
|
$
|
(86
|
)
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
(64
|
)
|
|
|
|
|
|
|
|
|
||||||||
Realized Gain (Loss) Reclassified to:
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
(6
|
)
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
62
|
|
Purchased Power Expense
|
365
|
|
|
—
|
|
|
—
|
|
|
365
|
|
||||
Other Operating Expense
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Fuel Expense
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Interest Expense
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
Year Ended December 31
|
||||||||||
|
Commodity
Contracts
|
|
FTRs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|||
Unrealized Gain (Loss) Recognized in:
|
|
|
|
|
|
|
|
|
|||
Other Operating Expense
|
$
|
(14
|
)
|
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
||||||
Realized Gain (Loss) Reclassified to:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
210
|
|
|
$
|
8
|
|
|
$
|
218
|
|
Purchased Power Expense
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
|||
Other Operating Expense
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
Commodity
Contracts |
|
FTRs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|||
Unrealized Gain (Loss) Recognized in:
|
|
|
|
|
|
|
|
|
|||
Other Operating Expense
|
$
|
93
|
|
|
$
|
(19
|
)
|
|
$
|
74
|
|
|
|
|
|
|
|
||||||
Realized Gain (Loss) Reclassified to:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
111
|
|
|
$
|
49
|
|
|
$
|
160
|
|
Purchased Power Expense
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
|||
Other Operating Expense
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
Commodity
Contracts |
|
FTRs
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|||
Unrealized Gain (Loss) Recognized in:
|
|
|
|
|
|
|
|
|
|||
Other Operating Expense
|
$
|
(86
|
)
|
|
$
|
21
|
|
|
$
|
(65
|
)
|
|
|
|
|
|
|
||||||
Realized Gain (Loss) Reclassified to:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
(6
|
)
|
|
$
|
67
|
|
|
$
|
61
|
|
Purchased Power Expense
|
365
|
|
|
—
|
|
|
365
|
|
|||
Other Operating Expense
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
|
|
Year Ended December 31
|
||||||||||
Derivatives Not in a Hedging Relationship with Regulatory Offset
|
|
NUGs
|
|
Regulated FTRs
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Outstanding net asset (liability) as of January 1, 2016
|
|
$
|
(136
|
)
|
|
$
|
1
|
|
|
$
|
(135
|
)
|
Unrealized loss
|
|
(15
|
)
|
|
(3
|
)
|
|
(18
|
)
|
|||
Purchases
|
|
—
|
|
|
4
|
|
|
4
|
|
|||
Settlements
|
|
44
|
|
|
—
|
|
|
44
|
|
|||
Outstanding net asset (liability) as of December 31, 2016
|
|
$
|
(107
|
)
|
|
$
|
2
|
|
|
$
|
(105
|
)
|
|
|
|
|
|
|
|
||||||
Outstanding net asset (liability) as of January 1, 2015
|
|
$
|
(151
|
)
|
|
$
|
11
|
|
|
$
|
(140
|
)
|
Unrealized loss
|
|
(47
|
)
|
|
(9
|
)
|
|
(56
|
)
|
|||
Purchases
|
|
—
|
|
|
12
|
|
|
12
|
|
|||
Settlements
|
|
62
|
|
|
(13
|
)
|
|
49
|
|
|||
Outstanding net asset (liability) as of December 31, 2015
|
|
$
|
(136
|
)
|
|
$
|
1
|
|
|
$
|
(135
|
)
|
|
|
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, 2016
|
|
As of December 31
|
||||||||
(Dollar amounts in millions)
|
|
Maturity Date
|
|
Interest Rate
|
|
2016
|
|
2015
|
||||
FirstEnergy:
|
|
|
|
|
|
|
|
|
||||
FMBs
|
|
2017 - 2056
|
|
3.340% - 9.740%
|
|
$
|
3,328
|
|
|
$
|
3,269
|
|
Secured notes - fixed rate
|
|
2017 - 2037
|
|
0.679% - 12.000%
|
|
2,295
|
|
|
2,096
|
|
||
Secured notes - variable rate
|
|
2017
|
|
3.500%
|
|
10
|
|
|
2
|
|
||
Total secured notes
|
|
|
|
|
|
2,305
|
|
|
2,098
|
|
||
Unsecured notes - fixed rate
|
|
2017 - 2045
|
|
2.150% - 7.700%
|
|
13,058
|
|
|
13,580
|
|
||
Unsecured notes - variable rate
|
|
2021
|
|
2.430%
|
|
1,200
|
|
|
1,292
|
|
||
Total unsecured notes
|
|
|
|
|
|
14,258
|
|
|
14,872
|
|
||
Capital lease obligations
|
|
|
|
|
|
104
|
|
|
132
|
|
||
Unamortized debt discounts
|
|
|
|
|
|
(25
|
)
|
|
(18
|
)
|
||
Unamortized debt issuance costs
|
|
|
|
|
|
(87
|
)
|
|
(93
|
)
|
||
Unamortized fair value adjustments
|
|
|
|
|
|
(6
|
)
|
|
5
|
|
||
Currently payable long-term debt
|
|
|
|
|
|
(1,685
|
)
|
|
(1,166
|
)
|
||
Total long-term debt and other long-term obligations
|
|
|
|
|
|
$
|
18,192
|
|
|
$
|
19,099
|
|
|
|
|
|
|
|
|
|
|
||||
FES:
|
|
|
|
|
|
|
|
|
||||
Secured notes - fixed rate
|
|
2017 - 2022
|
|
4.250% - 12.000%
|
|
$
|
617
|
|
|
$
|
340
|
|
Secured notes - variable rate
|
|
2017
|
|
3.500%
|
|
10
|
|
|
2
|
|
||
Total secured notes
|
|
|
|
|
|
627
|
|
|
342
|
|
||
Unsecured notes - fixed rate
|
|
2017 - 2039
|
|
2.150% - 6.800%
|
|
2,373
|
|
|
2,593
|
|
||
Unsecured notes - variable rate
|
|
|
|
|
|
—
|
|
|
92
|
|
||
Total unsecured notes
|
|
|
|
|
|
2,373
|
|
|
2,685
|
|
||
Capital lease obligations
|
|
|
|
|
|
8
|
|
|
13
|
|
||
Unamortized debt discounts
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
||
Unamortized debt issuance costs
|
|
|
|
|
|
(15
|
)
|
|
(17
|
)
|
||
Currently payable long-term debt
|
|
|
|
|
|
(179
|
)
|
|
(512
|
)
|
||
Total long-term debt and other long-term obligations
|
|
|
|
|
|
$
|
2,813
|
|
|
$
|
2,510
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
2017
|
|
$
|
1,641
|
|
|
$
|
163
|
|
2018
|
|
1,702
|
|
|
516
|
|
||
2019
|
|
2,266
|
|
|
478
|
|
||
2020
|
|
1,231
|
|
|
667
|
|
||
2021
|
|
832
|
|
|
774
|
|
Year
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
2017
|
|
$
|
130
|
|
|
$
|
130
|
|
2018
|
|
375
|
|
|
375
|
|
||
2019
|
|
232
|
|
|
232
|
|
||
2020
|
|
490
|
|
|
490
|
|
||
2021
|
|
342
|
|
|
342
|
|
•
|
FE and the Utilities entered into a new $4 billion revolving credit facility, which represents an increase of $500 million over the existing $3.5 billion facility it replaced,
|
•
|
FET and its subsidiaries entered into a $1 billion revolving credit facility, which replaced their existing $1 billion facility, and
|
•
|
FES and AE Supply terminated their unsecured $1.5 billion credit facility (commitments of $900 million and $600 million for FES and AE Supply, respectively) and FES entered into a new, two-year secured credit facility with FE in which FE provided a committed line of credit to FES of up to $500 million and additional credit support of up to $200 million to cover a $169 million surety bond for the benefit of the PA DEP with respect to LBR, and other bonds as designated in writing to FE. In connection with the cancellation of the prior FES/AE Supply facility and entry into the new FES secured facility with FE, certain commitments and amendments associated with shared services and operational matters were made including, without limitation, as follows: (i) FE reaffirmed its obligations under the Intercompany Tax Allocation Agreement, and (ii) amendments to the Service Agreement by and among FESC, FES, FG and NG, to prevent termination until the earlier of December 31, 2018, or a change in control of FES or its subsidiaries.
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy
(1)
|
|
Revolving
|
|
December 2021
|
|
$
|
4,000
|
|
|
$
|
1,341
|
|
FET
(2)
|
|
Revolving
|
|
December 2021
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
$
|
5,000
|
|
|
$
|
2,341
|
|
|
|
|
|
Cash
|
|
—
|
|
|
308
|
|
||
|
|
|
|
Total
|
|
$
|
5,000
|
|
|
$
|
2,649
|
|
(1)
|
FE and the Utilities.
|
(2)
|
Includes FET, ATSI and TrAIL.
|
Type
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
(In millions)
|
||||||
Two-year secured credit facility with FE
|
|
$
|
500
|
|
|
$
|
500
|
|
Cash
|
|
—
|
|
|
2
|
|
||
|
|
$
|
500
|
|
|
$
|
502
|
|
Borrower
|
|
Revolving Credit Facility Sub-Limits
|
|
Regulatory and Other Short-Term Debt Limitations
|
|
||||||
|
|
(In millions)
|
|
||||||||
FE
|
|
|
$
|
4,000
|
|
|
|
$
|
—
|
|
(1)
|
FET
|
|
|
1,000
|
|
|
|
—
|
|
(1)
|
||
OE
|
|
|
500
|
|
|
|
500
|
|
(2)
|
||
CEI
|
|
|
500
|
|
|
|
500
|
|
(2)
|
||
TE
|
|
|
500
|
|
|
|
500
|
|
(2)
|
||
JCP&L
|
|
|
600
|
|
|
|
500
|
|
(2)
|
||
ME
|
|
|
300
|
|
|
|
500
|
|
(2)
|
||
PN
|
|
|
300
|
|
|
|
300
|
|
(2)
|
||
WP
|
|
|
200
|
|
|
|
200
|
|
(2)
|
||
MP
|
|
|
500
|
|
|
|
500
|
|
(2)
|
||
PE
|
|
|
150
|
|
|
|
150
|
|
(2)
|
||
ATSI
|
|
|
500
|
|
|
|
500
|
|
(2)
|
||
Penn
|
|
|
50
|
|
|
|
100
|
|
(2)
|
||
TrAIL
|
|
|
400
|
|
|
|
400
|
|
(2)
|
||
MAIT
|
|
|
400
|
|
|
|
400
|
|
(2)(3)
|
(1)
|
No limitations.
|
(2)
|
Excluding amounts which may be borrowed under the regulated companies' money pool.
|
(3)
|
Pending regulatory approval, as discussed under "FERC Matters" below.
|
|
|
2016
|
|
2015
|
||
FirstEnergy
|
|
2.47
|
%
|
|
2.16
|
%
|
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
FirstEnergy
|
|
$
|
2,514
|
|
|
$
|
2,282
|
|
FES
|
|
$
|
1,552
|
|
|
$
|
1,327
|
|
ARO Reconciliation
|
|
FirstEnergy
|
|
FES
|
||||
|
|
(In millions)
|
||||||
Balance, January 1, 2015
|
|
$
|
1,387
|
|
|
$
|
841
|
|
Liabilities settled
|
|
(13
|
)
|
|
(8
|
)
|
||
Accretion
|
|
92
|
|
|
55
|
|
||
Revisions in estimated cash flows
|
|
(56
|
)
|
|
(57
|
)
|
||
Balance, December 31, 2015
|
|
$
|
1,410
|
|
|
$
|
831
|
|
Liabilities settled
|
|
(27
|
)
|
|
(18
|
)
|
||
Accretion
|
|
95
|
|
|
56
|
|
||
Liabilities Incurred
|
|
4
|
|
|
32
|
|
||
Balance, December 31, 2016
|
|
$
|
1,482
|
|
|
$
|
901
|
|
Potential Additional Collateral Obligations
|
|
FES
|
|
AE Supply
|
|
Regulated
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Contractual Obligations for Additional Collateral
|
|
|
|
|
|
|
|
|
||||||||
At Current Credit Rating
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Upon Further Downgrade
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
||||
Surety Bonds (Collateralized Amount)
(1)
|
|
240
|
|
|
25
|
|
|
102
|
|
|
367
|
|
||||
Total Exposure from Contractual Obligations
|
|
$
|
247
|
|
|
$
|
28
|
|
|
$
|
150
|
|
|
$
|
425
|
|
FES
|
|
2016
|
|
2015
|
|
2014
|
|
||||||
|
|
(In millions)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Electric sales to affiliates
|
|
$
|
457
|
|
|
$
|
664
|
|
|
$
|
861
|
|
|
Other
|
|
11
|
|
|
14
|
|
|
15
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||
Purchased power from affiliates
|
|
622
|
|
|
353
|
|
|
271
|
|
|
|||
Fuel
|
|
4
|
|
|
1
|
|
|
1
|
|
|
|||
Support services
|
|
748
|
|
|
705
|
|
|
619
|
|
|
|||
Investment Income:
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income from FE
|
|
2
|
|
|
2
|
|
|
3
|
|
|
|||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense to affiliates
|
|
5
|
|
|
4
|
|
|
3
|
|
|
|||
Interest expense to FE
|
|
2
|
|
|
3
|
|
|
4
|
|
|
For the Year Ended December 31, 2016
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
STATEMENTS OF INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
REVENUES
|
|
$
|
4,242
|
|
|
$
|
1,739
|
|
|
$
|
2,004
|
|
|
$
|
(3,587
|
)
|
|
$
|
4,398
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
—
|
|
|
582
|
|
|
198
|
|
|
—
|
|
|
780
|
|
|||||
Purchased power from affiliates
|
|
4,024
|
|
|
—
|
|
|
187
|
|
|
(3,587
|
)
|
|
624
|
|
|||||
Purchased power from non-affiliates
|
|
1,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,020
|
|
|||||
Other operating expenses
|
|
310
|
|
|
286
|
|
|
632
|
|
|
49
|
|
|
1,277
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
(1
|
)
|
|
(4
|
)
|
|
53
|
|
|
—
|
|
|
48
|
|
|||||
Provision for depreciation
|
|
13
|
|
|
120
|
|
|
206
|
|
|
(3
|
)
|
|
336
|
|
|||||
General taxes
|
|
31
|
|
|
30
|
|
|
27
|
|
|
—
|
|
|
88
|
|
|||||
Impairment of assets
|
|
39
|
|
|
3,937
|
|
|
4,729
|
|
|
(83
|
)
|
|
8,622
|
|
|||||
Total operating expenses
|
|
5,436
|
|
|
4,951
|
|
|
6,032
|
|
|
(3,624
|
)
|
|
12,795
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING LOSS
|
|
(1,194
|
)
|
|
(3,212
|
)
|
|
(4,028
|
)
|
|
37
|
|
|
(8,397
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (loss), including net income from equity investees
|
|
(4,585
|
)
|
|
30
|
|
|
84
|
|
|
4,538
|
|
|
67
|
|
|||||
Miscellaneous income
|
|
4
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Interest expense — affiliates
|
|
(50
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|
57
|
|
|
(7
|
)
|
|||||
Interest expense — other
|
|
(55
|
)
|
|
(105
|
)
|
|
(44
|
)
|
|
57
|
|
|
(147
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
8
|
|
|
26
|
|
|
—
|
|
|
34
|
|
|||||
Total other income (expense)
|
|
(4,686
|
)
|
|
(74
|
)
|
|
62
|
|
|
4,652
|
|
|
(46
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LOSS BEFORE INCOME TAX BENEFITS
|
|
(5,880
|
)
|
|
(3,286
|
)
|
|
(3,966
|
)
|
|
4,689
|
|
|
(8,443
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME TAX BENEFITS
|
|
(425
|
)
|
|
(1,169
|
)
|
|
(1,429
|
)
|
|
35
|
|
|
(2,988
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET LOSS
|
|
$
|
(5,455
|
)
|
|
$
|
(2,117
|
)
|
|
$
|
(2,537
|
)
|
|
$
|
4,654
|
|
|
$
|
(5,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET LOSS
|
|
$
|
(5,455
|
)
|
|
$
|
(2,117
|
)
|
|
$
|
(2,537
|
)
|
|
$
|
4,654
|
|
|
$
|
(5,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and OPEB prior service costs
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
|||||
Amortized gain on derivative hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Change in unrealized gain on available-for-sale securities
|
|
52
|
|
|
—
|
|
|
52
|
|
|
(52
|
)
|
|
52
|
|
|||||
Other comprehensive income (loss)
|
|
38
|
|
|
(14
|
)
|
|
52
|
|
|
(38
|
)
|
|
38
|
|
|||||
Income taxes (benefits) on other comprehensive income (loss)
|
|
15
|
|
|
(5
|
)
|
|
20
|
|
|
(15
|
)
|
|
15
|
|
|||||
Other comprehensive income (loss), net of tax
|
|
23
|
|
|
(9
|
)
|
|
32
|
|
|
(23
|
)
|
|
23
|
|
|||||
COMPREHENSIVE LOSS
|
|
$
|
(5,432
|
)
|
|
$
|
(2,126
|
)
|
|
$
|
(2,505
|
)
|
|
$
|
4,631
|
|
|
$
|
(5,432
|
)
|
For the Year Ended December 31, 2015
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
REVENUES
|
|
$
|
4,824
|
|
|
$
|
1,801
|
|
|
$
|
2,138
|
|
|
$
|
(3,758
|
)
|
|
$
|
5,005
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel
|
|
—
|
|
|
679
|
|
|
192
|
|
|
—
|
|
|
871
|
|
|||||
Purchased power from affiliates
|
|
3,826
|
|
|
—
|
|
|
285
|
|
|
(3,758
|
)
|
|
353
|
|
|||||
Purchased power from non-affiliates
|
|
1,684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,684
|
|
|||||
Other operating expenses
|
|
378
|
|
|
273
|
|
|
608
|
|
|
49
|
|
|
1,308
|
|
|||||
Pension and OPEB mark-to-market adjustment
|
|
(8
|
)
|
|
10
|
|
|
55
|
|
|
—
|
|
|
57
|
|
|||||
Provision for depreciation
|
|
12
|
|
|
124
|
|
|
191
|
|
|
(3
|
)
|
|
324
|
|
|||||
General taxes
|
|
45
|
|
|
26
|
|
|
27
|
|
|
—
|
|
|
98
|
|
|||||
Impairment of assets
|
|
21
|
|
|
2
|
|
|
10
|
|
|
—
|
|
|
33
|
|
|||||
Total operating expenses
|
|
5,958
|
|
|
1,114
|
|
|
1,368
|
|
|
(3,712
|
)
|
|
4,728
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING INCOME (LOSS)
|
|
(1,134
|
)
|
|
687
|
|
|
770
|
|
|
(46
|
)
|
|
277
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (loss), including net income from equity investees
|
|
844
|
|
|
17
|
|
|
(5
|
)
|
|
(870
|
)
|
|
(14
|
)
|
|||||
Miscellaneous income
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Interest expense — affiliates
|
|
(29
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
34
|
|
|
(7
|
)
|
|||||
Interest expense — other
|
|
(52
|
)
|
|
(104
|
)
|
|
(49
|
)
|
|
58
|
|
|
(147
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
6
|
|
|
29
|
|
|
—
|
|
|
35
|
|
|||||
Total other income (expense)
|
|
764
|
|
|
(87
|
)
|
|
(29
|
)
|
|
(778
|
)
|
|
(130
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS)
|
|
(370
|
)
|
|
600
|
|
|
741
|
|
|
(824
|
)
|
|
147
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME TAXES (BENEFITS)
|
|
(452
|
)
|
|
224
|
|
|
278
|
|
|
15
|
|
|
65
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
|
$
|
82
|
|
|
$
|
376
|
|
|
$
|
463
|
|
|
$
|
(839
|
)
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME
|
|
$
|
82
|
|
|
$
|
376
|
|
|
$
|
463
|
|
|
$
|
(839
|
)
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and OPEB prior service costs
|
|
(6
|
)
|
|
(5
|
)
|
|
—
|
|
|
5
|
|
|
(6
|
)
|
|||||
Amortized gain on derivative hedges
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Change in unrealized gain on available-for-sale securities
|
|
(9
|
)
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
|
(9
|
)
|
|||||
Other comprehensive loss
|
|
(18
|
)
|
|
(5
|
)
|
|
(8
|
)
|
|
13
|
|
|
(18
|
)
|
|||||
Income tax benefits on other comprehensive loss
|
|
(7
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
5
|
|
|
(7
|
)
|
|||||
Other comprehensive loss, net of tax
|
|
(11
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
8
|
|
|
(11
|
)
|
|||||
COMPREHENSIVE INCOME
|
|
$
|
71
|
|
|
$
|
373
|
|
|
$
|
458
|
|
|
$
|
(831
|
)
|
|
$
|
71
|
|
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 adjustment
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income, including net income from equity investees
|
|
791
|
|
|
8
|
|
|
61
|
|
|
(799
|
)
|
|
61
|
|
|||||
Miscellaneous income
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Interest expense — affiliates
|
|
(12
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
15
|
|
|
(7
|
)
|
|||||
Interest expense — other
|
|
(56
|
)
|
|
(102
|
)
|
|
(54
|
)
|
|
60
|
|
|
(152
|
)
|
|||||
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 $8)
|
|
—
|
|
|
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 INCOME (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 taxes (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, 2016
|
|
FES
|
|
FG
|
|
NG
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES
|
|
$
|
(842
|
)
|
|
$
|
549
|
|
|
$
|
1,103
|
|
|
$
|
(25
|
)
|
|
$
|
785
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Financing-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
—
|
|
|
186
|
|
|
285
|
|
|
—
|
|
|
471
|
|
|||||
Short-term borrowings, net
|
|
948
|
|
|
94
|
|
|
—
|
|
|
(941
|
)
|
|
101
|
|
|||||
Redemptions and Repayments-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
—
|
|
|
(224
|
)
|
|
(308
|
)
|
|
25
|
|
|
(507
|
)
|
|||||
Other
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net cash provided from (used for) financing activities
|
|
948
|
|
|
50
|
|
|
(25
|
)
|
|
(916
|
)
|
|
57
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property additions
|
|
(30
|
)
|
|
(224
|
)
|
|
(292
|
)
|
|
—
|
|
|
(546
|
)
|
|||||
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Proceeds from asset sales
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Sales of investment securities held in trusts
|
|
—
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
717
|
|
|||||
Purchases of investment securities held in trusts
|
|
—
|
|
|
—
|
|
|
(783
|
)
|
|
—
|
|
|
(783
|
)
|
|||||
Cash Investments
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Loans to affiliated companies, net
|
|
(95
|
)
|
|
(376
|
)
|
|
(488
|
)
|
|
941
|
|
|
(18
|
)
|
|||||
Other
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net cash used for investing activities
|
|
(106
|
)
|
|
(599
|
)
|
|
(1,078
|
)
|
|
941
|
|
|
(842
|
)
|
|||||
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, 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 Years Ended December 31
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Competitive Energy Services
|
|
Corporate/ Other
|
|
Reconciling Adjustments
|
|
Consolidated
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenues
|
|
$
|
9,629
|
|
|
$
|
1,151
|
|
|
$
|
4,070
|
|
|
$
|
—
|
|
|
$
|
(288
|
)
|
|
$
|
14,562
|
|
Internal revenues
|
|
—
|
|
|
—
|
|
|
479
|
|
|
—
|
|
|
(479
|
)
|
|
—
|
|
||||||
Total revenues
|
|
9,629
|
|
|
1,151
|
|
|
4,549
|
|
|
—
|
|
|
(767
|
)
|
|
14,562
|
|
||||||
Depreciation
|
|
676
|
|
|
187
|
|
|
387
|
|
|
63
|
|
|
—
|
|
|
1,313
|
|
||||||
Amortization of regulatory assets, net
|
|
313
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
||||||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
10,665
|
|
|
—
|
|
|
—
|
|
|
10,665
|
|
||||||
Investment income
|
|
49
|
|
|
—
|
|
|
66
|
|
|
10
|
|
|
(41
|
)
|
|
84
|
|
||||||
Interest expense
|
|
586
|
|
|
158
|
|
|
194
|
|
|
219
|
|
|
—
|
|
|
1,157
|
|
||||||
Income taxes (benefits)
|
|
375
|
|
|
187
|
|
|
(3,498
|
)
|
|
(121
|
)
|
|
2
|
|
|
(3,055
|
)
|
||||||
Net income (loss)
|
|
651
|
|
|
331
|
|
|
(6,919
|
)
|
|
(240
|
)
|
|
—
|
|
|
(6,177
|
)
|
||||||
Total assets
|
|
27,702
|
|
|
8,755
|
|
|
5,952
|
|
|
739
|
|
|
—
|
|
|
43,148
|
|
||||||
Total goodwill
|
|
5,004
|
|
|
614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,618
|
|
||||||
Property additions
|
|
1,063
|
|
|
1,101
|
|
|
619
|
|
|
52
|
|
|
—
|
|
|
2,835
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenues
|
|
$
|
9,582
|
|
|
$
|
1,054
|
|
|
$
|
4,698
|
|
|
$
|
—
|
|
|
$
|
(308
|
)
|
|
$
|
15,026
|
|
Internal revenues
|
|
—
|
|
|
—
|
|
|
686
|
|
|
—
|
|
|
(686
|
)
|
|
—
|
|
||||||
Total revenues
|
|
9,582
|
|
|
1,054
|
|
|
5,384
|
|
|
—
|
|
|
(994
|
)
|
|
15,026
|
|
||||||
Depreciation
|
|
664
|
|
|
164
|
|
|
394
|
|
|
60
|
|
|
—
|
|
|
1,282
|
|
||||||
Amortization of regulatory assets, net
|
|
261
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
268
|
|
||||||
Impairment of assets
|
|
8
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Investment income (loss)
|
|
42
|
|
|
—
|
|
|
(16
|
)
|
|
(9
|
)
|
|
(39
|
)
|
|
(22
|
)
|
||||||
Impairment of equity method investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
||||||
Interest expense
|
|
600
|
|
|
147
|
|
|
192
|
|
|
193
|
|
|
—
|
|
|
1,132
|
|
||||||
Income taxes (benefits)
|
|
325
|
|
|
191
|
|
|
50
|
|
|
(262
|
)
|
|
11
|
|
|
315
|
|
||||||
Net income (loss)
|
|
588
|
|
|
328
|
|
|
89
|
|
|
(427
|
)
|
|
—
|
|
|
578
|
|
||||||
Total assets
|
|
27,390
|
|
|
7,800
|
|
|
16,027
|
|
|
877
|
|
|
—
|
|
|
52,094
|
|
||||||
Total goodwill
|
|
5,092
|
|
|
526
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
6,418
|
|
||||||
Property additions
|
|
1,040
|
|
|
1,020
|
|
|
588
|
|
|
56
|
|
|
—
|
|
|
2,704
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenues
|
|
$
|
9,054
|
|
|
$
|
817
|
|
|
$
|
5,470
|
|
|
$
|
—
|
|
|
$
|
(292
|
)
|
|
$
|
15,049
|
|
Internal revenues
|
|
—
|
|
|
—
|
|
|
819
|
|
|
—
|
|
|
(819
|
)
|
|
—
|
|
||||||
Total revenues
|
|
9,054
|
|
|
817
|
|
|
6,289
|
|
|
—
|
|
|
(1,111
|
)
|
|
15,049
|
|
||||||
Depreciation
|
|
651
|
|
|
134
|
|
|
387
|
|
|
48
|
|
|
—
|
|
|
1,220
|
|
||||||
Amortization of regulatory assets, net
|
|
1
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Investment income
|
|
56
|
|
|
—
|
|
|
54
|
|
|
2
|
|
|
(40
|
)
|
|
72
|
|
||||||
Interest expense
|
|
603
|
|
|
117
|
|
|
197
|
|
|
168
|
|
|
(4
|
)
|
|
1,081
|
|
||||||
Income taxes (benefits)
|
|
209
|
|
|
139
|
|
|
(223
|
)
|
|
(178
|
)
|
|
11
|
|
|
(42
|
)
|
||||||
Income (loss) from continuing operations
|
|
433
|
|
|
255
|
|
|
(417
|
)
|
|
(58
|
)
|
|
—
|
|
|
213
|
|
||||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||
Net income (loss)
|
|
433
|
|
|
255
|
|
|
(331
|
)
|
|
(58
|
)
|
|
—
|
|
|
299
|
|
||||||
Total assets
|
|
27,332
|
|
|
6,864
|
|
|
16,180
|
|
|
1,176
|
|
|
—
|
|
|
51,552
|
|
||||||
Total goodwill
|
|
5,092
|
|
|
526
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
6,418
|
|
||||||
Property additions
|
|
855
|
|
|
1,446
|
|
|
939
|
|
|
72
|
|
|
—
|
|
|
3,312
|
|
•
|
Bath County Hydro (
713
MWs pumped-storage hydro) in Warm Springs, Va. (represents AE Supply’s indirect interest)
|
•
|
Springdale Generating Facility Units 1-5 (
638
MWs natural gas) in Springdale Township, Pa.
|
•
|
Chambersburg Generating Facility Units 12-13 (
88
MWs natural gas) in Guildford Township, Pa.
|
•
|
Gans Generating Facility Units 8-9 (
88
MWs natural gas) in Springhill Township, Pa.
|
•
|
Hunlock Creek (
45
MWs natural gas) in Hunlock Creek, Pa.
|
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
|
Plan category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
|
|
||||
Equity compensation plans approved by security holders
|
|
6,155,991
|
|
(1)
|
$
|
37.75
|
|
(2)
|
8,027,356
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
Total
|
|
6,155,991
|
|
(1)
|
$
|
37.75
|
|
(2)
|
8,027,356
|
|
(3)
|
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
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
FES
|
|
$
|
1,750
|
|
|
$
|
1,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FE and other subsidiaries
|
|
5,620
|
|
|
5,812
|
|
|
335
|
|
|
150
|
|
||||
Total FirstEnergy
|
|
$
|
7,370
|
|
|
$
|
7,622
|
|
|
$
|
335
|
|
|
$
|
150
|
|
(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, agreed upon procedures and consents for financings and filings made with the SEC.
|
(2)
|
Professional services rendered in
2016
and
2015
related to SEC Regulation AB. Also, in 2016, professional services rendered related to additional agreed upon procedures for the audit of PE's cost allocation manual and the attestation of Penn Power's Net Earnings Certificate.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
||
Exhibit
Number |
|
|
|
|
|
(B) 10-6
|
|
FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6 File No. 333-21011).
|
|
|
|
(B) 10-7
|
|
Amendment No. 1 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011).
|
|
|
|
(B) 10-8
|
|
Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8 File No. 333-21011).
|
|
|
|
(B) 10-9
|
|
FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9 File No. 333-21011).
|
|
|
|
(B) 10-10
|
|
Amendment to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011).
|
|
|
|
(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).
|
|
|
|
(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
|
|
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).
|
|
|
|
10-14
|
|
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) 10-15
|
|
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) 10-16
|
|
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) 10-17
|
|
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) 10-18
|
|
Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.2, File No. 21011).
|
|
|
|
(B) 10-19
|
|
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) 10-20
|
|
Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011).
|
|
|
|
(B) 10-21
|
|
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) 10-22
|
|
Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011).
|
|
|
|
(B) 10-23
|
|
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) 10-24
|
|
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).
|
|
|
|
(B) 10-25
|
|
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) 10-26
|
|
Form of Officer Indemnification Agreement (incorporated by reference to FE's Form 8-K filed July 23, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-27
|
|
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).
|
|
||
Exhibit
Number |
|
|
|
|
|
|
|
|
10-28
|
|
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) 10-29
|
|
Executive Severance Benefits Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-44 File No. 333-21011).
|
|
|
|
(B) 10-30
|
|
Amendment No. 2 to the FirstEnergy Corp. Change in Control Severance Plan (incorporated by reference to FE's Form 10-K filed February 17, 2015, Exhibit 10-44, File No. 333-21011).
|
|
|
|
(B) 10-31
|
|
Amendment No. 1 to the FirstEnergy Corp. Executive Deferred Compensation Plan, dated as of January 23, 2014 (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-45, File No. 333-21011)
.
|
|
|
|
(B) 10-32
|
|
Executive Short-Term Incentive Program (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-46, File No. 333-21011)
.
|
|
|
|
(B) 10-33
|
|
Form of 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-47, File No. 333-21011)
.
|
|
|
|
(B) 10-34
|
|
Form of 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-48, File No. 333-21011)
.
|
|
|
|
(B) 10-35
|
|
Form of Restricted Stock Agreement (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-49, File No. 333-21011)
.
|
|
|
|
(B) 10-36
|
|
FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-37
|
|
Performance-Earned Restricted Stock Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James F. Pearson (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-38
|
|
Performance-Earned Cash Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James H. Lash (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-39
|
|
FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-40
|
|
Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-41
|
|
Non-Competition and Non-Disparagement Agreement, entered into by Charles E. Jones, dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.3, File No. 333-21011).
|
|
|
|
(B) 10-42
|
|
2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement between FirstEnergy Corp. and Anthony J. Alexander, effective March 2, 2015 (incorporated by reference to FE's Form 10-Q filed May 1, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-43
|
|
2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement between FirstEnergy Corp. and Anthony J. Alexander, effective March 2, 2015 (incorporated by reference to FE's Form 10-Q filed May 1, 2015, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-44
|
|
FirstEnergy Corp. 2015 Incentive Compensation Plan (incorporated by reference to FE's Definitive Proxy Statement filed April 1, 2015, Appendix A, File No. 333-21011)
.
|
|
|
|
(B) 10-45
|
|
Executive Short-Term Incentive Program, effective February 16, 2016 (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-56, File No. 333-21011).
|
|
|
|
(B) 10-46
|
|
Form of 2016-2018 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-57, File No. 333-21011).
|
|
|
|
(B) 10-47
|
|
Form of 2016-2018 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-58, File No. 333-21011).
|
|
|
|
|
||
Exhibit
Number |
|
|
|
|
|
(B) 10-48
|
|
Form of 2016 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-59, File No. 333-21011).
|
(A)(B) 10-49
|
|
Form of 2017-2019 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement
.
|
|
|
|
(A)(B) 10-50
|
|
Form of 2017-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement
.
|
|
|
|
(A)(B) 10-51
|
|
Amendment No. 1 to the FirstEnergy Corp. 2015 Incentive Compensation Plan, effective February 21, 2017.
|
|
|
|
(A)(B) 10-52
|
|
Form of 2017 Restricted Stock Award Agreement
.
|
|
|
|
10-53
|
|
Unit Power Agreement, dated as of April 1, 2016, by and among FirstEnergy Solutions Corp., and Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FE’s Form 10-Q filed July 28, 2016, Exhibit 10.1, File No. 333-21011).
|
10-54
|
|
Executive Severance Benefits Plan, as amended and restated as of December 20, 2016 (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-55
|
|
Contribution Agreement, dated December 13, 2016, by and between FirstEnergy Corp. and State Street Bank and Trust Company on behalf of the FirstEnergy System Master Retirement Trust (incorporated by reference to FE’s Form 8-K filed December 13, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-56
|
|
Credit Agreement, dated as of December 6, 2016, 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, Mizuho Bank, Ltd., as administrative agent, and the lending banks and swing line lenders identified therein (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-57
|
|
Credit Agreement, dated as of December 6, 2016, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, the banks and the fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.2, File No. 333-21011).
|
|
|
|
10-58
|
|
Term Loan Credit Agreement, dated as of December 6, 2016, among FirstEnergy Corp., the banks named therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-59
|
|
Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 333-21011).
|
|
|
|
(A) 12
|
|
Consolidated ratios of earnings to fixed charges.
|
|
|
|
(A) 21
|
|
List of Subsidiaries of the Registrant at December 31, 2016.
|
|
|
|
(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 FirstEnergy Corp. for the period ended December 31, 2016, 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).
|
|
|
|
|
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).
|
|
|
|
|
|||
Exhibit
Number |
|
||
|
|
|
|
4-4
|
|
|
Fifth Supplemental Indenture, dated as of August 15, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.1, File No.
000-
53742)
.
|
|
|
|
|
4-4
|
|
(a)
|
Form of First Mortgage Bonds, Guarantee Series F of 2016 due 2035 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.1(a), File No. 000-53742) (included in Exhibit 4-4).
|
|
|
|
|
4-4
|
|
(b)
|
Form of First Mortgage Bonds, Guarantee Series G of 2016 due 2033 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.1(b), File No. 000-53742) (included in Exhibit 4-4).
|
|
|
|
|
4-5
|
|
|
Eighth Supplemental Indenture, dated as of August 15, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, by and between FirstEnergy Generation, LLC and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
4-5
|
|
(a)
|
Form of First Mortgage Bonds, Guarantee Series I of 2016 due 2028 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(a), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-5
|
|
(b)
|
Form of First Mortgage Bonds, Guarantee Series J of 2016 due 2029 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(b), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-5
|
|
(c)
|
Form of First Mortgage Bonds, Guarantee Series K of 2016 due 2047 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(c), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-5
|
|
(d)
|
Form of First Mortgage Bonds, Guarantee Series L of 2016 due 2028 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(d), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-6
|
|
|
Sixth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.1, File No. 000-53742).
|
|
|
|
|
4-6
|
|
(a)
|
Form of First Mortgage Bonds, Collateral Series L of 2016 due 2018 (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.1(a), File No. 000-53742) (included in Exhibit 4-6).
|
|
|
|
|
4-7
|
|
|
Ninth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, by and between FirstEnergy Generation, LLC and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
4-7
|
|
(a)
|
Form of First Mortgage Bonds, Collateral Series E of 2016 due 2018 (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.2(a), File No. 000-53742) (included in Exhibit 4-7).
|
|
|
|
|
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).
|
|
|
|
|
|
|||
Exhibit
Number |
|
||
|
|
|
|
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).
|
|
|
|
|
(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).
|
|
|||
Exhibit
Number |
|
||
|
|
|
|
|
|
|
|
(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, LLC (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
|
|
|
Unit Power Agreement, dated as of April 1, 2016, by and among FirstEnergy Solutions Corp., and Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FE’s Form 10-Q filed July 28, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
|
10-31
|
|
|
Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FES' Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 000-53742).
|
|
|
|
|
(A) 31-1
|
|
|
Certification of principal executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
|
(A) 31-2
|
|
|
Certification of principal financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
|
(A) 32
|
|
|
Certification of principal executive officer and principal 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, 2016, 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.).
|
|
|
|
|
|
|||
Exhibit
Number |
|
||
|
|
|
|
(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, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
68,775
|
|
|
$
|
81,719
|
|
|
$
|
15,222
|
|
|
$
|
112,409
|
|
|
$
|
53,307
|
|
— other
|
|
$
|
5,231
|
|
|
$
|
13,597
|
|
|
$
|
11,329
|
|
|
$
|
29,273
|
|
|
$
|
884
|
|
Valuation allowance on state and local DTAs
|
|
$
|
192,397
|
|
|
$
|
245,382
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
437,779
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
59,266
|
|
|
$
|
114,249
|
|
|
$
|
54,199
|
|
|
$
|
158,939
|
|
|
$
|
68,775
|
|
— other
|
|
$
|
5,197
|
|
|
$
|
899
|
|
|
$
|
4,189
|
|
|
$
|
5,054
|
|
|
$
|
5,231
|
|
Valuation allowance on state and local DTAs
|
|
$
|
174,004
|
|
|
$
|
18,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
192,397
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
Valuation allowance on state and local DTAs
|
|
$
|
125,360
|
|
|
$
|
48,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174,004
|
|
(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, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
8,466
|
|
|
$
|
4,766
|
|
|
$
|
—
|
|
|
$
|
8,334
|
|
|
$
|
4,898
|
|
— other
|
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
$
|
—
|
|
Valuation allowance on state and local DTAs
|
|
$
|
45,808
|
|
|
$
|
151,682
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197,490
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
17,862
|
|
|
$
|
7,411
|
|
|
$
|
—
|
|
|
$
|
16,807
|
|
|
$
|
8,466
|
|
— other
|
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
Valuation allowance on state and local DTAs
|
|
$
|
32,126
|
|
|
$
|
13,682
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,808
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
Valuation allowance on state and local DTAs
|
|
$
|
26,875
|
|
|
$
|
5,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,126
|
|
(1)
|
Represents recoveries and reinstatements of accounts previously written off.
|
(2)
|
Represents the write-off of accounts considered to be uncollectible.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
FIRSTENERGY CORP.
|
|
|
|
BY:
|
/s/ Charles E. Jones
|
|
|
|
Charles E. Jones
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Charles E. Jones
|
|
|
|
Charles E. Jones
|
|
|
|
President and Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ George M. Smart
|
|
|
|
George M. Smart
|
|
|
|
Director
|
|
|
|
(Non-Executive Chairman of Board)
|
|
|
|
|
|
|
|
/s/ James F. Pearson
|
|
/s/ K. Jon Taylor
|
|
James F. Pearson
|
|
K. Jon Taylor
|
|
Executive Vice President and Chief Financial Officer
|
|
Vice President, Controller and Chief Accounting Officer
|
|
(Principal Financial Officer)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Paul T. Addison
|
|
/s/ Donald T. Misheff
|
|
Paul T. Addison
|
|
Donald T. Misheff
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Michael J. Anderson
|
|
/s/ Thomas N. Mitchell
|
|
Michael J. Anderson
|
|
Thomas N. Mitchell
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ William T. Cottle
|
|
/s/ Ernest J. Novak, Jr.
|
|
William T. Cottle
|
|
Ernest J. Novak, Jr.
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Steven J. Demetriou
|
|
/s/ James F. O'Neil III
|
|
Steven J. Demetriou
|
|
James F. O'Neil III
|
|
Director
|
|
Director
|
|
|
|
|
|
|
|
/s/ Christopher D. Pappas
|
|
Robert B. Heisler, Jr.
|
|
Christopher D. Pappas
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Julia L. Johnson
|
|
/s/ Luis A. Reyes
|
|
Julia L. Johnson
|
|
Luis A. Reyes
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Ted J. Kleisner
|
|
/s/ Jerry Sue Thornton
|
|
Ted J. Kleisner
|
|
Jerry Sue Thornton
|
|
Director
|
|
Director
|
|
|
|
|
|
|
FIRSTENERGY SOLUTIONS CORP.
|
|
|
|
BY:
|
/s/ Donald R. Schneider
|
|
|
|
Donald R. Schneider
|
|
|
|
President
|
|
/s/ Donald R. Schneider
|
|
/s/ Jason J. Lisowski
|
|
Donald R. Schneider
|
|
Jason J. Lisowski
|
|
President and Director
|
|
Controller and Treasurer
|
|
(Chairman of the Board)
|
|
(Principal Financial Officer)
|
|
(Principal Executive Officer)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Samuel L. Belcher
|
|
/s/ James C. Boland
|
|
Samuel L. Belcher
|
|
James C. Boland
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ John C. Blickle
|
|
/s/ Donald A. Moul
|
|
John C. Blickle
|
|
Donald A. Moul
|
|
Director
|
|
Director
|
|
(B) 10-5
|
|
Form of 2014-2016 Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-5 File No. 333-21011).
|
|
|
|
(B) 10-6
|
|
FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6 File No. 333-21011).
|
|
|
|
(B) 10-7
|
|
Amendment No. 1 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011).
|
|
|
|
(B) 10-8
|
|
Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8 File No. 333-21011).
|
|
|
|
(B) 10-9
|
|
FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9 File No. 333-21011).
|
|
|
|
(B) 10-10
|
|
Amendment to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011).
|
|
|
|
(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).
|
|
|
|
(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
|
|
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).
|
|
|
|
10-14
|
|
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) 10-15
|
|
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) 10-16
|
|
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) 10-17
|
|
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) 10-18
|
|
Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.2, File No. 21011).
|
|
|
|
(B) 10-19
|
|
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) 10-20
|
|
Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011).
|
|
|
|
(B) 10-21
|
|
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) 10-22
|
|
Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011).
|
|
|
|
(B) 10-23
|
|
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) 10-24
|
|
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).
|
|
|
|
(B) 10-25
|
|
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) 10-26
|
|
Form of Officer Indemnification Agreement (incorporated by reference to FE's Form 8-K filed July 23, 2012, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-27
|
|
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).
|
|
|
|
10-28
|
|
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) 10-29
|
|
Executive Severance Benefits Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-44 File No. 333-21011).
|
|
|
|
(B) 10-30
|
|
Amendment No. 2 to the FirstEnergy Corp. Change in Control Severance Plan (incorporated by reference to FE's Form 10-K filed February 17, 2015, Exhibit 10-44, File No. 333-21011).
|
|
|
|
(B) 10-31
|
|
Amendment No. 1 to the FirstEnergy Corp. Executive Deferred Compensation Plan, dated as of January 23, 2014 (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-45, File No. 333-21011)
.
|
|
|
|
(B) 10-32
|
|
Executive Short-Term Incentive Program (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-46, File No. 333-21011)
.
|
|
|
|
(B) 10-33
|
|
Form of 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-47, File No. 333-21011)
.
|
|
|
|
(B) 10-34
|
|
Form of 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-48, File No. 333-21011)
.
|
|
|
|
(B) 10-35
|
|
Form of Restricted Stock Agreement (incorporated by reference to FE’s Form 10-K filed February 17, 2015, Exhibit 10-49, File No. 333-21011)
.
|
|
|
|
(B) 10-36
|
|
FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-37
|
|
Performance-Earned Restricted Stock Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James F. Pearson (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-38
|
|
Performance-Earned Cash Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James H. Lash (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-39
|
|
FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-40
|
|
Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-41
|
|
Non-Competition and Non-Disparagement Agreement, entered into by Charles E. Jones, dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.3, File No. 333-21011).
|
|
|
|
(B) 10-42
|
|
2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement between FirstEnergy Corp. and Anthony J. Alexander, effective March 2, 2015 (incorporated by reference to FE's Form 10-Q filed May 1, 2015, Exhibit 10.1, File No. 333-21011).
|
|
|
|
(B) 10-43
|
|
2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement between FirstEnergy Corp. and Anthony J. Alexander, effective March 2, 2015 (incorporated by reference to FE's Form 10-Q filed May 1, 2015, Exhibit 10.2, File No. 333-21011).
|
|
|
|
(B) 10-44
|
|
FirstEnergy Corp. 2015 Incentive Compensation Plan (incorporated by reference to FE's Definitive Proxy Statement filed April 1, 2015, Appendix A, File No. 333-21011)
.
|
|
|
|
(B) 10-45
|
|
Executive Short-Term Incentive Program, effective February 16, 2016 (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-56, File No. 333-21011).
|
|
|
|
(B) 10-46
|
|
Form of 2016-2018 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-57, File No. 333-21011).
|
|
|
|
(B) 10-47
|
|
Form of 2016-2018 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-58, File No. 333-21011).
|
|
|
|
(B) 10-48
|
|
Form of 2016 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-59, File No. 333-21011).
|
|
|
|
(A)(B) 10-49
|
|
Form of 2017-2019 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement
.
|
|
|
|
(A)(B) 10-50
|
|
Form of 2017-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement
.
|
|
|
|
(A)(B) 10-51
|
|
Amendment No. 1 to the FirstEnergy Corp. 2015 Incentive Compensation Plan, effective February 21, 2017.
|
|
|
|
(A)(B) 10-52
|
|
Form of 2017 Restricted Stock Award Agreement
.
|
|
|
|
10-53
|
|
Unit Power Agreement, dated as of April 1, 2016, by and among FirstEnergy Solutions Corp., and Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FE’s Form 10-Q filed July 28, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-54
|
|
Executive Severance Benefits Plan, as amended and restated as of December 20, 2016 (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-55
|
|
Contribution Agreement, dated December 13, 2016, by and between FirstEnergy Corp. and State Street Bank and Trust Company on behalf of the FirstEnergy System Master Retirement Trust (incorporated by reference to FE’s Form 8-K filed December 13, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-56
|
|
Credit Agreement, dated as of December 6, 2016, 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, Mizuho Bank, Ltd., as administrative agent, and the lending banks and swing line lenders identified therein (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
10-57
|
|
Credit Agreement, dated as of December 6, 2016, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, the banks and the fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.2, File No. 333-21011).
|
|
|
|
10-58
|
|
Term Loan Credit Agreement, dated as of December 6, 2016, among FirstEnergy Corp., the banks named therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.3, File No. 333-21011).
|
|
|
|
10-59
|
|
Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 333-21011).
|
|
|
|
(A) 12
|
|
Consolidated ratios of earnings to fixed charges.
|
|
|
|
(A) 21
|
|
List of Subsidiaries of the Registrant at December 31, 2016.
|
|
|
|
(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 FirstEnergy Corp. for the period ended December 31, 2016, 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).
|
|
|
|
|
4-4
|
|
|
Fifth Supplemental Indenture, dated as of August 15, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.1, File No.
000-
53742)
.
|
|
|
|
|
4-4
|
|
(a)
|
Form of First Mortgage Bonds, Guarantee Series F of 2016 due 2035 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.1(a), File No. 000-53742) (included in Exhibit 4-4).
|
|
|
|
|
4-4
|
|
(b)
|
Form of First Mortgage Bonds, Guarantee Series G of 2016 due 2033 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.1(b), File No. 000-53742) (included in Exhibit 4-4).
|
|
|
|
|
4-5
|
|
|
Eighth Supplemental Indenture, dated as of August 15, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, by and between FirstEnergy Generation, LLC and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
4-5
|
|
(a)
|
Form of First Mortgage Bonds, Guarantee Series I of 2016 due 2028 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(a), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-5
|
|
(b)
|
Form of First Mortgage Bonds, Guarantee Series J of 2016 due 2029 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(b), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-5
|
|
(c)
|
Form of First Mortgage Bonds, Guarantee Series K of 2016 due 2047 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(c), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-5
|
|
(d)
|
Form of First Mortgage Bonds, Guarantee Series L of 2016 due 2028 (incorporated by reference to FES’ Form 8-K filed August 18, 2016, Exhibit 4.2(d), File No. 000-53742) (included in Exhibit 4-5).
|
|
|
|
|
4-6
|
|
|
Sixth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.1, File No. 000-53742).
|
|
|
|
|
4-6
|
|
(a)
|
Form of First Mortgage Bonds, Collateral Series L of 2016 due 2018 (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.1(a), File No. 000-53742) (included in Exhibit 4-6).
|
|
|
|
|
4-7
|
|
|
Ninth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, by and between FirstEnergy Generation, LLC and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.2, File No. 000-53742).
|
|
|
|
|
4-7
|
|
(a)
|
Form of First Mortgage Bonds, Collateral Series E of 2016 due 2018 (incorporated by reference to FES’ Form 8-K filed December 21, 2016, Exhibit 4.2(a), File No. 000-53742) (included in Exhibit 4-7).
|
|
|
|
|
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).
|
|
|
|
|
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).
|
|
|
|
|
(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, LLC (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
|
|
|
Unit Power Agreement, dated as of April 1, 2016, by and among FirstEnergy Solutions Corp., and Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FE’s Form 10-Q filed July 28, 2016, Exhibit 10.1, File No. 333-21011).
|
|
|
|
|
10-31
|
|
|
Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FES' Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 000-53742).
|
|
|
|
|
(A) 31-1
|
|
|
Certification of principal executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
|
(A) 31-2
|
|
|
Certification of principal financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).
|
|
|
|
|
(A) 32
|
|
|
Certification of principal executive officer and principal 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, 2016, 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.).
|
(a)
|
Vesting
. Except as otherwise provided in Sections 6 and 7 below, if and to the extent the performance goals set forth on
Exhibit A
attached to this Agreement (the “Performance Goals”) are achieved during the performance period set forth on
Exhibit A
(the “Performance Period”), the RSUs will vest on March 1, 2019 (the “Vesting Date”), as long as the Grantee remains continuously employed by the Company or a Subsidiary until such Vesting Date. The number of RSUs that shall vest will range from 0% to 200% of the Target Number, as determined by the extent to which the Performance Goals are achieved. The Grantee will have no rights to any payment with respect to the RSUs until the RSUs have vested (each RSU that vests pursuant to this Section 4 or Sections 6 and 7 below, a “Vested RSU”). Prior to settlement, each RSU (whether or not a Vested RSU) represents an unfunded and unsecured obligation of the Company.
|
(b)
|
Settlement
. Except as otherwise provided in Sections 6, 7 and 10 below, the Company shall settle each Vested RSU by making a cash payment equal to the Fair Market Value of one Share per Vested RSU to the Grantee as soon as administratively practicable (and no later than 60 days) after the RSU’s Vesting Date. With respect to any Vested RSU, the Fair Market Value of one Share shall be determined as of the RSU’s Vesting Date, except as provided in Section 6. Notwithstanding the foregoing or any provision in Sections 6 or 7 to the contrary, if the Grantee elects to defer the settlement of the RSUs pursuant to the Company’s Executive Deferred Compensation Plan (or any other non-qualified deferred compensation plan providing for the ability to defer settlement of the RSUs), then the time, form and medium of payment with respect to any deferred RSUs shall be made pursuant to the terms and conditions of the Executive Deferred Compensation Plan (or similar non-qualified deferred compensation plan).
|
(a)
|
Death
. If, at least one month after the Grant date but prior to the Vesting Date, the Grantee dies, a prorated number of RSUs shall become Vested RSUs. For purposes of this Section 6(a), the number of RSUs that shall become Vested RSUs due to the Grantee’s death shall be equal to (i) the Target Number of RSUs
multiplied by
(ii) a fraction, where the numerator is the number of full calendar months the Grantee remained employed after the Grant Date and the denominator is 36. The Company shall settle any RSUs that become Vested RSUs under this Section 6(a) by paying the Grantee’s beneficiary a cash amount equal to the Fair Market Value of one Share for each Vested RSU as soon as administratively practicable after the date of the Grantee’s death, but in any event, by March 15th of the year following the year in which the Grantee’s death occurred. For purposes of this Section 6(a), the Fair Market Value shall be determined as of the date of the Grantee’s death.
|
(b)
|
Disability
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Disability, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(b) by paying the Grantee a cash amount equal to the Fair Market Value of one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends. For purposes of this Section 6(b), the Fair Market Value shall be determined as of the last day of the Performance Period.
|
(c)
|
Termination without Cause
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated by the Company or a Subsidiary without Cause, then a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(c) by paying the Grantee a cash amount equal to the Fair Market Value of one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends. For purposes of this Section 6(c), the Fair Market Value shall be determined as of the last day of the Performance Period.
|
(d)
|
Retirement
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Retirement, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(d) by paying the Grantee a cash amount equal to the Fair Market Value of one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends. For purposes of this Section 6(d), the Fair Market Value shall be determined as of the last day of the Performance Period.
|
(e)
|
Change in Position
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee is transferred to a position with the Company or a Subsidiary that is not an executive position, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(e) by paying the Grantee a cash amount equal to the Fair Market Value of one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends. For purposes of this Section 6(e), the Fair Market Value shall be determined as of the last day of the Performance Period.
|
(f)
|
Prorated Vesting
. If a Prorated Number of RSUs are to become Vested RSUs pursuant to Sections 6(b), (c), (d) or (e) above, then the number of shares that become Vested Shares (the “Prorated Number”) shall be determined as follows:
|
(g)
|
Release Requirement
. Notwithstanding any provision herein to the contrary, except as otherwise determined by the Company, in order for the Grantee to receive payment pursuant to the settlement of Vested RSUs under Sections 6(a), (b), (c), (d) or (e) above, the Grantee (or the administrator of his or her estate) must execute and deliver to the Company a general release and waiver of claims against the Company, its Subsidiaries and their directors, officers, employees, shareholders and other affiliates in a form that is satisfactory to the Company (the “Release”). The Release must become effective and irrevocable under applicable law no later than 60 days following the date of the Grantee’s death, termination of employment or transfer of position, as applicable.
|
14.
|
Miscellaneous Provisions
.
|
(i)
|
in any case permitted by the terms of the Plan or this Agreement;
|
(ii)
|
except with respect to an adjustment made pursuant to the last paragraph of this Section 14(h), with the written consent of the Grantee; or
|
(iii)
|
without the consent of the Grantee if the amendment is either not materially adverse to the interests of the Grantee or is necessary or appropriate in the view of the Compensation Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.
|
(a)
|
Vesting
. Except as otherwise provided in Sections 6 and 7 below, if and to the extent the performance goals set forth on
Exhibit A
attached to this Agreement (the “Performance Goals”) are achieved during the performance period set forth on
Exhibit A
(the “Performance Period”), the RSUs will vest on March 1, 2019 (the “Vesting Date”), as long as the Grantee remains continuously employed by the Company or a Subsidiary until such Vesting Date. The number of RSUs that shall vest will range from 0% to 200% of the Target Number, as determined by the extent to which the Performance Goals are achieved. The Grantee will have no rights to the Shares underlying the RSUs until the RSUs have vested (each RSU that vests pursuant to this Section 4 or Sections 6 and 7 below, a “Vested RSU”). Prior to settlement, each RSU (whether or not a Vested RSU) represents an unfunded and unsecured obligation of the Company.
|
(b)
|
Settlement
. Except as otherwise provided in Sections 6, 7 and 11 below, the Company shall settle each Vested RSU by delivering one Share per Vested RSU to the Grantee as soon as administratively practicable (and no later than 60 days) after the RSU’s Vesting Date. Notwithstanding the foregoing or any provision in Sections 6 or 7 to the contrary, if the Grantee elects to defer the settlement of the RSUs pursuant to the Company’s Executive Deferred Compensation Plan (or any other non-qualified deferred compensation plan providing for the ability to defer settlement of the RSUs), then the time, form and medium of payment with respect to any deferred RSUs shall be made pursuant to the terms and conditions of the Executive Deferred Compensation Plan (or similar non-qualified deferred compensation plan). Fractional RSUs, if any, will be settled in cash.
|
(a)
|
Death
. If, at least one month after the Grant date but prior to the Vesting Date, the Grantee dies, a prorated number of RSUs shall become Vested RSUs. For purposes of this Section 6(a), the number of RSUs that shall become Vested RSUs due to the Grantee’s death
|
(b)
|
Disability
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Disability, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(b) by delivering to the Grantee one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends.
|
(c)
|
Termination without Cause
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated by the Company or a Subsidiary without Cause, then a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(c) by delivering to the Grantee one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends.
|
(d)
|
Retirement
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Retirement, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(d) by delivering to the Grantee one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends.
|
(e)
|
Change in Position
. If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee is transferred to a position with the Company or a Subsidiary that is not an executive position, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(e) by delivering to the Grantee one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends.
|
(f)
|
Prorated Vesting
. If a Prorated Number of RSUs are to become Vested RSUs pursuant to Sections 6(b), (c), (d) or (e) above, then the number of shares that become Vested Shares (the “Prorated Number”) shall be determined as follows:
|
(g)
|
Release Requirement
. Notwithstanding any provision herein to the contrary, except as otherwise determined by the Company, in order for the Grantee to receive Shares pursuant to the settlement of Vested RSUs under Sections 6(a), (b), (c), (d) or (e) above, the Grantee (or the administrator of his or her estate) must execute and deliver to the Company a general release and waiver of claims against the Company, its Subsidiaries and their directors, officers, employees, shareholders and other affiliates in a form that is satisfactory to the Company (the “Release”). The Release must become effective and irrevocable under applicable law no later than 60 days following the date of the Grantee’s death, termination of employment or transfer of position, as applicable.
|
15.
|
Miscellaneous Provisions
.
|
(i)
|
in any case permitted by the terms of the Plan or this Agreement;
|
(ii)
|
except with respect to an adjustment made pursuant to the last paragraph of this Section 15(h), with the written consent of the Grantee; or
|
(iii)
|
without the consent of the Grantee if the amendment is either not materially adverse to the interests of the Grantee or is necessary or appropriate in the view of the Compensation Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.
|
1.
|
Section 18.1 of the Plan is hereby replaced in its entirety with the following:
|
2.
|
Section 18.2 of the Plan is hereby replaced in its entirety with the following:
|
3.
|
Any capitalized term not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Plan, as applicable.
|
4.
|
This Amendment modifies or adds only the provisions specified herein. All other provisions of the Plan remain in full force and effect.
|
16.
|
Miscellaneous Provisions
.
|
(i)
|
in any case permitted by the terms of the Plan or this Agreement;
|
(ii)
|
with the written consent of the Grantee; or
|
(iii)
|
without the consent of the Grantee if the amendment is either not materially adverse to the interests of the Grantee or is necessary or appropriate in the view of the Compensation Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.
|
(1)
|
Includes the interest element of rentals where determinable plus 1/3 of rental expense where no readily defined interest element can be determined.
|
(2)
|
The ratio of earnings to fixed charges was negative for the year ended December 31, 2016 resulting from pre-tax impairment charges of $10,665 million. Additional earnings of $9,298 million would be required to have a one-to-one ratio of earnings to fixed charges.
|
FIRSTENERGY CORP.
|
||||||
LIST OF SUBSIDIARIES OF THE REGISTRANT
|
||||||
AT DECEMBER 31, 2016
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
President
|
|
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
|
|
|
Executive Vice President and 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/ Jason J. Lisowski
|
|
|
Jason J. Lisowski
|
|
|
Controller and Treasurer
|
|
|
/s/ Charles E. Jones
|
|
|
Charles E. Jones
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ James F. Pearson
|
|
|
James F. Pearson
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
/s/ Donald R. Schneider
|
|
|
Donald R. Schneider
|
|
|
President
|
|
|
|
|
|
|
|
|
/s/ Jason J. Lisowski
|
|
|
Jason J. Lisowski
|
|
|
Controller and Treasurer
|
|