|
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
|
|
|
|
|
|
|
|
|
|
|
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.10 par value per share
|
|
FE
|
|
New York Stock Exchange
|
Yes
|
☑
|
No
|
☐
|
|
Yes
|
☐
|
No
|
☑
|
|
Yes
|
☑
|
No
|
☐
|
|
Yes
|
☑
|
No
|
☐
|
|
Yes
|
☐
|
No
|
☑
|
|
|
|
|
|
CLASS
|
|
AS OF JANUARY 31, 2020
|
|
Common Stock, $0.10 par value
|
|
540,713,909
|
|
|
|
PART OF FORM 10-K INTO WHICH
|
DOCUMENT
|
|
DOCUMENT IS INCORPORATED
|
Proxy Statement for 2020 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 19, 2020
|
|
Part III
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
Part I
|
|
|
|
Item 1. Business
|
|
|
|
The Companies
|
|
Maryland Regulatory Matters
|
|
West Virginia Regulatory Matters
|
|
FERC Regulatory Matters
|
|
Information About Our Executive Officers
|
|
FirstEnergy Website 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
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 16. Form 10-K Summary
|
|
|
AE
|
Allegheny Energy, Inc., a Maryland utility holding company that merged with a subsidiary of FirstEnergy on February 25, 2011, which subsequently merged with and into FE on January 1, 2014
|
AESC
|
Allegheny Energy Service Corporation, a subsidiary of FirstEnergy Corp.
|
AE Supply
|
Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary
|
AGC
|
Allegheny Generating Company, formerly a generation subsidiary of AE Supply that became a wholly owned subsidiary of MP in May 2018
|
ATSI
|
American Transmission Systems, Incorporated, formerly a direct subsidiary of FE that became a subsidiary of FET in April 2012, which owns and operates transmission facilities
|
BSPC
|
Bay Shore Power Company
|
CEI
|
The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
|
CES
|
Competitive Energy Services, formerly a reportable operating segment of FirstEnergy
|
FE
|
FirstEnergy Corp., a public utility holding company
|
FELHC
|
FirstEnergy License Holding Company
|
FENOC
|
FirstEnergy Nuclear Operating Company, a subsidiary of FE, which operates NG's nuclear generating facilities
|
FES
|
FirstEnergy Solutions Corp., together with its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C., and FGMUC, which provides energy-related products and services
|
FES Debtors
|
FES and FENOC
|
FESC
|
FirstEnergy Service Company, which provides legal, financial and other corporate support services
|
FET
|
FirstEnergy Transmission, LLC, formerly known as Allegheny Energy Transmission, LLC, which is the parent of ATSI, MAIT and TrAIL, and has a joint venture in PATH
|
FEV
|
FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
|
FG
|
FirstEnergy Generation, LLC, a wholly owned subsidiary of FES, which owns and operates non-nuclear generating facilities
|
FGMUC
|
FirstEnergy Generation Mansfield Unit 1 Corp., a wholly owned subsidiary of FG, which has certain leasehold interests in a portion of Unit 1 at the Bruce Mansfield plant
|
FirstEnergy
|
FirstEnergy Corp., together with its consolidated subsidiaries
|
Global Holding
|
Global Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC
|
Global Rail
|
Global Rail Group, LLC, a subsidiary of Global Holding that owns coal transportation operations near Roundup, Montana
|
GPU
|
GPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001
|
GPUN
|
GPU Nuclear, Inc., a subsidiary of FE, which operates TMI-2
|
JCP&L
|
Jersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
|
MAIT
|
Mid-Atlantic Interstate Transmission, LLC, a subsidiary of FET, which owns and operates transmission facilities
|
ME
|
Metropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
|
MP
|
Monongahela Power Company, a West Virginia electric utility operating subsidiary
|
NG
|
FirstEnergy Nuclear Generation, LLC, a wholly owned subsidiary of FES, which owns nuclear generating facilities
|
OE
|
Ohio Edison Company, an Ohio electric utility operating subsidiary
|
Ohio Companies
|
CEI, OE and TE
|
PATH
|
Potomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP
|
PATH-Allegheny
|
PATH Allegheny Transmission Company, LLC
|
PATH-WV
|
PATH West Virginia Transmission Company, LLC
|
PE
|
The Potomac Edison Company, a Maryland and West Virginia electric utility operating subsidiary
|
Penn
|
Pennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
|
Pennsylvania Companies
|
ME, PN, Penn and WP
|
PN
|
Pennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
|
Signal Peak
|
Signal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana
|
TE
|
The Toledo Edison Company, an Ohio electric utility operating subsidiary
|
TrAIL
|
Trans-Allegheny Interstate Line Company, a subsidiary of FET, which owns and operates transmission facilities
|
Transmission Companies
|
ATSI, MAIT and TrAIL
|
Utilities
|
OE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP
|
WP
|
West Penn Power Company, a Pennsylvania electric utility operating subsidiary
|
MGP
|
Manufactured Gas Plants
|
|
PPB
|
Parts per Billion
|
MISO
|
Midcontinent Independent System Operator, Inc.
|
|
PPUC
|
Pennsylvania Public Utility Commission
|
mmBTU
|
One Million British Thermal Units
|
|
PUCO
|
Public Utilities Commission of Ohio
|
Moody’s
|
Moody’s Investors Service, Inc.
|
|
PURPA
|
Public Utility Regulatory Policies Act of 1978
|
MW
|
Megawatt
|
|
RCRA
|
Resource Conservation and Recovery Act
|
MWH
|
Megawatt-hour
|
|
REC
|
Renewable Energy Credit
|
NAAQS
|
National Ambient Air Quality Standards
|
|
Regulation FD
|
Regulation Fair Disclosure promulgated by the SEC
|
NAV
|
Net Asset Value
|
|
RFC
|
ReliabilityFirst Corporation
|
NDT
|
Nuclear Decommissioning Trust
|
|
RFP
|
Request for Proposal
|
NEIL
|
Nuclear Electric Insurance Limited
|
|
RGGI
|
Regional Greenhouse Gas Initiative
|
NERC
|
North American Electric Reliability Corporation
|
|
ROE
|
Return on Equity
|
NJBPU
|
New Jersey Board of Public Utilities
|
|
RSS
|
Rich Site Summary
|
NMB
|
Non-Market Based
|
|
RSU
|
Restricted Stock Unit
|
NOL
|
Net Operating Loss
|
|
RTEP
|
Regional Transmission Expansion Plan
|
NOx
|
Nitrogen Oxide
|
|
RTO
|
Regional Transmission Organization
|
NPDES
|
National Pollutant Discharge Elimination System
|
|
S&P
|
Standard & Poor’s Ratings Service
|
NRC
|
Nuclear Regulatory Commission
|
|
SBC
|
Societal Benefits Charge
|
NSR
|
New Source Review
|
|
SCOH
|
Supreme Court of Ohio
|
NUG
|
Non-Utility Generation
|
|
SEC
|
United States Securities and Exchange Commission
|
NYPSC
|
New York State Public Service Commission
|
|
SIP
|
State Implementation Plan(s) Under the Clean Air Act
|
OCA
|
Office of Consumer Advocate
|
|
SO2
|
Sulfur Dioxide
|
OCC
|
Ohio Consumers' Counsel
|
|
SOS
|
Standard Offer Service
|
OEPA
|
Ohio Environmental Protection Agency
|
|
SPE
|
Special Purpose Entity
|
OMAEG
|
Ohio Manufacturers' Association Energy Group
|
|
SREC
|
Solar Renewable Energy Credit
|
OPEB
|
Other Post-Employment Benefits
|
|
SSO
|
Standard Service Offer
|
OPEIU
|
Office and Professional Employees International Union
|
|
SVC
|
Static Var Compensator
|
OPIC
|
Other Paid-in Capital
|
|
Tax Act
|
Tax Cuts and Jobs Act adopted December 22, 2017
|
OSHA
|
Occupational Safety and Health Administration
|
|
TMI-2
|
Three Mile Island Unit 2
|
OVEC
|
Ohio Valley Electric Corporation
|
|
Twitter®
|
Twitter is a registered trademark of Twitter, Inc.
|
PA DEP
|
Pennsylvania Department of Environmental Protection
|
|
UCC
|
Official committee of unsecured creditors appointed in connection with the FES Bankruptcy
|
PCRB
|
Pollution Control Revenue Bond
|
|
UWUA
|
Utility Workers Union of America
|
PJM
|
PJM Interconnection, L.L.C.
|
|
VEPCO
|
Virginia Electric and Power Company
|
PJM Region
|
The aggregate of the zones within PJM
|
|
VIE
|
Variable Interest Entity
|
PJM Tariff
|
PJM Open Access Transmission Tariff
|
|
VMS
|
Vegetation Management Surcharge
|
POLR
|
Provider of Last Resort
|
|
VSCC
|
Virginia State Corporation Commission
|
POR
|
Purchase of Receivables
|
|
WVPSC
|
Public Service Commission of West Virginia
|
PPA
|
Purchase Power Agreement
|
|
|
|
ITEM 1.
|
BUSINESS
|
Company
|
|
Rates Effective
|
|
Allowed Debt/Equity
|
|
Allowed ROE
|
CEI
|
|
May 2009
|
|
51% / 49%
|
|
10.5%
|
ME(1)
|
|
January 2017
|
|
48.8% / 51.2%
|
|
Settled(2)
|
MP
|
|
February 2015
|
|
54% / 46%
|
|
Settled(2)
|
JCP&L
|
|
January 2017
|
|
55% / 45%
|
|
9.6%
|
OE
|
|
January 2009
|
|
51% / 49%
|
|
10.5%
|
PE (West Virginia)
|
|
February 2015
|
|
54% / 46%
|
|
Settled(2)
|
PE (Maryland)
|
|
March 2019
|
|
47% / 53%
|
|
9.65%
|
PN(1)
|
|
January 2017
|
|
47.4% / 52.6%
|
|
Settled(2)
|
Penn(1)
|
|
January 2017
|
|
49.9% / 50.1%
|
|
Settled(2)
|
TE
|
|
January 2009
|
|
51% / 49%
|
|
10.5%
|
WP(1)
|
|
January 2017
|
|
49.7% / 50.3%
|
|
Settled(2)
|
Company
|
|
Rates Effective
|
|
Capital Structure
|
|
Allowed ROE
|
ATSI
|
|
January 1, 2015
|
|
Actual (13 month average)
|
|
10.38%
|
JCP&L
|
|
June 1, 2017(1)
|
|
Settled(1)(3)
|
|
Settled(1)(3)
|
MP
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
PE
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
WP
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
MAIT
|
|
July 1, 2017
|
|
Lower of Actual (13 month average) or 60%
|
|
10.3%
|
TrAIL
|
|
July 1, 2008
|
|
Actual (year-end)
|
|
12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects)
|
Reportable Segment
|
|
2018 Actual
|
|
2019 Actual
|
|
2020 Forecast
|
|
2021 Forecast
|
|
2022 Forecast
|
|
2023 Forecast
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Regulated Distribution
|
|
$
|
1,635
|
|
|
$
|
1,698
|
|
|
$
|
1,700
|
|
|
$
|
1,700
|
|
|
$
|
1,700
|
|
|
$
|
1,700
|
|
Regulated Transmission
|
|
|
1,165
|
|
|
|
1,189
|
|
|
|
1,200
|
|
|
|
1,200 - 1,450
|
|
|
|
1,200 - 1,450
|
|
|
|
1,200 - 1,450
|
|
Corporate/Other
|
|
|
183
|
|
|
|
105
|
|
|
|
90
|
|
|
|
110
|
|
|
|
110
|
|
|
|
110
|
|
Total
|
|
$
|
2,983
|
|
|
$
|
2,992
|
|
|
$
|
2,990
|
|
|
$
|
3,010 - 3,260
|
|
|
$
|
3,010 - 3,260
|
|
|
$
|
3,010 - 3,260
|
|
•
|
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
|
•
|
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
|
•
|
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
|
•
|
A $225 million cash payment from FirstEnergy.
|
•
|
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million note issuance, into a cash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
|
•
|
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
|
•
|
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
|
•
|
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
|
•
|
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns
|
2020
|
|
2021-2024
|
|
Total
|
||||||
(In millions)
|
||||||||||
$
|
364
|
|
|
$
|
4,464
|
|
|
$
|
4,828
|
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy(1)
|
|
Revolving
|
|
December 2022
|
|
$
|
2,500
|
|
|
$
|
2,496
|
|
FET(2)
|
|
Revolving
|
|
December 2022
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
3,500
|
|
|
3,496
|
|
||
|
|
Cash and cash equivalents
|
|
—
|
|
|
465
|
|
||||
|
|
|
|
Total
|
|
$
|
3,500
|
|
|
$
|
3,961
|
|
(1)
|
FE and the Utilities. Available liquidity includes impact of $4 million of LOCs issued under various terms.
|
(2)
|
Includes FET and the Transmission Companies.
|
System Demand
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
(in MWs)
|
|||||||
OE
|
|
5,494
|
|
|
5,604
|
|
|
5,434
|
|
Penn
|
|
946
|
|
|
950
|
|
|
926
|
|
CEI
|
|
4,188
|
|
|
4,301
|
|
|
4,220
|
|
TE
|
|
2,787
|
|
|
2,367
|
|
|
2,205
|
|
JCP&L
|
|
6,056
|
|
|
5,977
|
|
|
5,721
|
|
ME
|
|
2,974
|
|
|
3,026
|
|
|
2,897
|
|
PN
|
|
3,020
|
|
|
2,993
|
|
|
2,882
|
|
MP
|
|
2,121
|
|
|
2,089
|
|
|
1,986
|
|
PE
|
|
3,609
|
|
|
3,498
|
|
|
3,049
|
|
WP
|
|
4,012
|
|
|
3,879
|
|
|
3,752
|
|
* Indicates position held at least since January 1, 2015
|
(A) Denotes position held at FE
|
(B) Denotes position held at FESC
|
(C) Denotes position held at the Ohio Companies, the Pennsylvania Companies, MP, PE, FET, TrAIL and ATSI
|
(D) Denotes position held at AGC
|
(E) Denotes position held at MAIT
|
(F) Denotes position held at FES and FG, which filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in March 2018
|
(G) Denotes position held at FENOC, which filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in March 2018
|
|
Total
Employees
|
|
Bargaining
Unit
Employees
|
||
FESC
|
4,632
|
|
|
874
|
|
OE
|
1,128
|
|
|
763
|
|
CEI
|
921
|
|
|
607
|
|
TE
|
348
|
|
|
256
|
|
Penn
|
190
|
|
|
135
|
|
JCP&L
|
1,358
|
|
|
1,058
|
|
ME
|
634
|
|
|
457
|
|
PN
|
754
|
|
|
483
|
|
MP
|
1,094
|
|
|
733
|
|
PE
|
527
|
|
|
329
|
|
WP
|
730
|
|
|
455
|
|
Total
|
12,316
|
|
|
6,150
|
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Plant (Location)
|
|
Unit
|
|
Total
|
|
Corp/Other
|
|
Regulated Distribution
|
|||
|
|
|
|
Net Demonstrated Capacity (MW)
|
|||||||
Super-critical Coal-fired:
|
|
|
|
|
|
|
|
|
|||
Harrison (Haywood, WV)
|
|
1-3
|
|
1,984
|
|
|
—
|
|
|
1,984
|
|
Pleasants (Willow Island, WV)
|
|
1-2
|
|
1,300
|
|
(1)
|
1,300
|
|
|
—
|
|
Fort Martin (Maidsville, WV)
|
|
1-2
|
|
1,098
|
|
|
—
|
|
|
1,098
|
|
|
|
|
|
4,382
|
|
|
1,300
|
|
|
3,082
|
|
Sub-critical and Other Coal-fired:
|
|
|
|
|
|
|
|
|
|||
OVEC (Cheshire, OH) (Madison, IN)
|
|
1-11
|
|
78
|
|
(2)
|
67
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|||
Pumped-storage Hydro:
|
|
|
|
|
|
|
|
|
|||
Bath County (Warm Springs, VA)
|
|
1-6
|
|
487
|
|
(3)
|
—
|
|
|
487
|
|
Yard’s Creek (Blairstown Twp., NJ)
|
|
1-3
|
|
210
|
|
(4)
|
—
|
|
|
210
|
|
|
|
|
|
697
|
|
|
—
|
|
|
697
|
|
Total
|
|
|
|
5,157
|
|
|
1,367
|
|
|
3,790
|
|
(1)
|
On August 26, 2018, FirstEnergy, the FES Key Creditor Groups, the FES Debtors and the UCC entered into a FES Bankruptcy settlement agreement which included the transfer of the Pleasants Power Station and related assets to FES or its designee for the benefit of FES' creditors. Prior to the transfer, which was completed on January 30, 2020, and beginning January 1, 2019, FES acquired the economic interests in Pleasants and AE Supply operated Pleasants until the transfer.
|
(2)
|
Represents AE Supply's 3.01% and MP's 0.49% entitlement based on their participation in OVEC.
|
(3)
|
Represents AGC's 16.25% undivided interest in Bath County. The station is operated by VEPCO.
|
(4)
|
Represents JCP&L’s 50% ownership interest.
|
|
Distribution
Lines(1)
|
|
Transmission
Lines(1)
|
|
Substation
Transformer
Capacity(2)
|
|||
|
|
|
|
|
kV Amperes
|
|||
OE
|
67,340
|
|
|
379
|
|
|
7,228,811
|
|
Penn
|
13,609
|
|
|
—
|
|
|
915,584
|
|
CEI
|
33,037
|
|
|
—
|
|
|
9,296,048
|
|
TE
|
19,039
|
|
|
73
|
|
|
2,941,606
|
|
JCP&L
|
23,680
|
|
|
2,598
|
|
|
21,375,598
|
|
ME
|
18,983
|
|
|
—
|
|
|
4,804,655
|
|
PN
|
27,670
|
|
|
—
|
|
|
6,828,636
|
|
ATSI(3)
|
—
|
|
|
7,889
|
|
|
37,985,722
|
|
WP
|
24,737
|
|
|
4,331
|
|
|
14,266,148
|
|
MP
|
22,322
|
|
|
2,612
|
|
|
13,314,783
|
|
PE
|
19,274
|
|
|
2,086
|
|
|
10,514,104
|
|
TrAIL
|
—
|
|
|
262
|
|
|
13,643,600
|
|
MAIT
|
—
|
|
|
4,256
|
|
|
12,999,901
|
|
Total
|
269,691
|
|
|
24,486
|
|
|
156,115,196
|
|
(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 the Ohio Companies and Penn.
|
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,
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Revenues
|
|
$
|
11,035
|
|
|
$
|
11,261
|
|
|
$
|
10,928
|
|
|
$
|
10,700
|
|
|
$
|
10,583
|
|
Income (Loss) From Continuing Operations
|
|
$
|
904
|
|
|
$
|
1,022
|
|
|
$
|
(289
|
)
|
|
$
|
551
|
|
|
$
|
383
|
|
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
908
|
|
|
$
|
981
|
|
|
$
|
(1,724
|
)
|
|
$
|
(6,177
|
)
|
|
$
|
578
|
|
Earnings (Loss) per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic - Continuing Operations
|
|
$
|
1.69
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
|
$
|
1.29
|
|
|
$
|
0.91
|
|
Basic - Discontinued Operations
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|
(15.78
|
)
|
|
0.46
|
|
|||||
Basic - Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
1.70
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted - Continuing Operations
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
|
$
|
1.29
|
|
|
$
|
0.91
|
|
Diluted - Discontinued Operations
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|
(15.78
|
)
|
|
0.46
|
|
|||||
Diluted - Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
1.68
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
$
|
(14.49
|
)
|
|
$
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted Average Number of Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
535
|
|
|
492
|
|
|
444
|
|
|
426
|
|
|
422
|
|
|||||
Diluted
|
|
542
|
|
|
494
|
|
|
444
|
|
|
426
|
|
|
424
|
|
|||||
Dividends Declared per Share of Common Stock
|
|
$
|
1.53
|
|
|
$
|
1.82
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
42,301
|
|
|
$
|
40,063
|
|
|
$
|
42,257
|
|
|
$
|
43,148
|
|
|
$
|
52,094
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Equity
|
|
$
|
6,975
|
|
|
$
|
6,814
|
|
|
$
|
3,925
|
|
|
$
|
6,241
|
|
|
$
|
12,422
|
|
Long-Term Debt and Other Long-Term Obligations
|
|
19,618
|
|
|
17,751
|
|
|
18,687
|
|
|
15,251
|
|
|
16,444
|
|
|||||
Total Capitalization
|
|
$
|
26,593
|
|
|
$
|
24,565
|
|
|
$
|
22,612
|
|
|
$
|
21,492
|
|
|
$
|
28,866
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
The ability to successfully execute an exit from commodity-based generation, including, without limitation, mitigating exposure for remedial activities associated with formerly owned generation assets.
|
•
|
The ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, our strategy to operate and grow as a fully regulated business, to execute our transmission and distribution investment plans, to continue to reduce costs, and to improve our credit metrics, strengthen our balance sheet and grow earnings.
|
•
|
Legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity.
|
•
|
Economic and weather conditions affecting future operating results, such as significant weather events and other natural disasters, and associated regulatory events or actions.
|
•
|
Changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities.
|
•
|
Changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates.
|
•
|
Changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business.
|
•
|
The risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information.
|
•
|
The ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates.
|
•
|
Changes to environmental laws and regulations, including, but not limited to, those related to climate change.
|
•
|
Changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated.
|
•
|
The risks associated with the FES Bankruptcy that could adversely affect us, our liquidity or results of operations, including, without limitation, that conditions to the FES Bankruptcy settlement agreement may not be met or that the FES Bankruptcy settlement agreement may not be otherwise consummated, and if so, the potential for litigation and payment demands against us by FES or FENOC or their creditors.
|
•
|
The risks associated with the decommissioning of our retired and former nuclear facilities.
|
•
|
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings.
|
•
|
Labor disruptions by our unionized workforce.
|
•
|
Changes to significant accounting policies.
|
•
|
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, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions.
|
•
|
Actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity.
|
•
|
The risks and other factors discussed from time to time in our SEC filings.
|
Company
|
|
Area Served
|
|
Customers Served
|
|
OE
|
|
Central and Northeastern Ohio
|
|
1,055
|
|
Penn
|
|
Western Pennsylvania
|
|
168
|
|
CEI
|
|
Northeastern Ohio
|
|
752
|
|
TE
|
|
Northwestern Ohio
|
|
313
|
|
JCP&L
|
|
Northern, Western and East Central New Jersey
|
|
1,142
|
|
ME
|
|
Eastern Pennsylvania
|
|
575
|
|
PN
|
|
Western Pennsylvania and Western New York
|
|
587
|
|
WP
|
|
Southwest, South Central and Northern Pennsylvania
|
|
729
|
|
MP
|
|
Northern, Central and Southeastern West Virginia
|
|
392
|
|
PE
|
|
Western Maryland and Eastern West Virginia
|
|
419
|
|
|
|
|
|
6,132
|
|
•
|
MDPSC-approved distribution base rate increase,
|
•
|
MDPSC-approved EDIS programs,
|
•
|
NJ BPU-approved JCP&L IIP settlement,
|
•
|
PUCO-approved Ohio Grid Modernization plan and Tax Reform settlement,
|
•
|
PUCO-approved Ohio Companies’ decoupling application,
|
•
|
WVPSC-approved ENEC rates that began January 1, 2020,
|
•
|
Filed for forward-looking formula rates for JCP&L’s transmission assets,
|
•
|
Pennsylvania Companies filed LTIIP II plans for 2020-2024, including a DSIC cap increase at Penn to 7.5%, approved in January 2020,
|
•
|
Signed an agreement to transfer TMI-2 to a subsidiary of EnergySolutions, LLC,
|
•
|
Received credit ratings upgrades from Fitch Ratings at FE and all rated Utility and Transmission subsidiaries,
|
•
|
Received credit ratings upgrades from Moody's at ATSI, CEI, JCP&L, MAIT, OE, Penn and TE,
|
•
|
Announced that the FE Board of Directors approved a 3% increase to the dividend payable March 1, 2020, and
|
•
|
Published a Strategic Plan and a Corporate Responsibility Report as part of our forward-thinking strategy and commitment to ESG issues.
|
(In millions, except per share amounts)
|
|
For the Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||
Net Income (Loss) By Business Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Regulated Distribution
|
|
$
|
1,076
|
|
|
$
|
1,242
|
|
|
$
|
916
|
|
|
$
|
(166
|
)
|
|
$
|
326
|
|
Regulated Transmission
|
|
447
|
|
|
397
|
|
|
336
|
|
|
50
|
|
|
61
|
|
|||||
Corporate/Other
|
|
(619
|
)
|
|
(617
|
)
|
|
(1,541
|
)
|
|
(2
|
)
|
|
924
|
|
|||||
Income (Loss) from Continuing Operations
|
|
$
|
904
|
|
|
$
|
1,022
|
|
|
$
|
(289
|
)
|
|
$
|
(118
|
)
|
|
$
|
1,311
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued Operations
|
|
8
|
|
|
326
|
|
|
(1,435
|
)
|
|
(318
|
)
|
|
1,761
|
|
|||||
Net Income (Loss)
|
|
$
|
912
|
|
|
$
|
1,348
|
|
|
$
|
(1,724
|
)
|
|
$
|
(436
|
)
|
|
$
|
3,072
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) per share of common stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic - Continuing Operations
|
|
$
|
1.69
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.36
|
|
|
$
|
1.98
|
|
Basic - Discontinued Operations
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|
(0.65
|
)
|
|
3.89
|
|
|||||
Basic - Net Income (Loss) Attributable to
|
|
$
|
1.70
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
5.87
|
|
Common Stockholders
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) per share of common stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted - Continuing Operations
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.34
|
|
|
$
|
1.98
|
|
Diluted - Discontinued Operations
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|
(0.65
|
)
|
|
3.89
|
|
|||||
Diluted - Net Income (Loss) Attributable to
|
|
$
|
1.68
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
5.87
|
|
Common Stockholders
|
|
|
|
|
|
2019 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electric
|
|
$
|
9,452
|
|
|
$
|
1,510
|
|
|
$
|
(128
|
)
|
|
$
|
10,834
|
|
Other
|
|
246
|
|
|
16
|
|
|
(61
|
)
|
|
201
|
|
||||
Total Revenues
|
|
9,698
|
|
|
1,526
|
|
|
(189
|
)
|
|
11,035
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuel
|
|
497
|
|
|
—
|
|
|
—
|
|
|
497
|
|
||||
Purchased power
|
|
2,910
|
|
|
—
|
|
|
17
|
|
|
2,927
|
|
||||
Other operating expenses
|
|
2,836
|
|
|
272
|
|
|
(156
|
)
|
|
2,952
|
|
||||
Provision for depreciation
|
|
863
|
|
|
284
|
|
|
73
|
|
|
1,220
|
|
||||
Amortization (deferral) of regulatory assets, net
|
|
(89
|
)
|
|
10
|
|
|
—
|
|
|
(79
|
)
|
||||
General taxes
|
|
760
|
|
|
209
|
|
|
39
|
|
|
1,008
|
|
||||
Total Operating Expenses
|
|
7,777
|
|
|
775
|
|
|
(27
|
)
|
|
8,525
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss)
|
|
1,921
|
|
|
751
|
|
|
(162
|
)
|
|
2,510
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Miscellaneous income, net
|
|
174
|
|
|
15
|
|
|
54
|
|
|
243
|
|
||||
Pension and OPEB mark-to-market adjustment
|
|
(290
|
)
|
|
(47
|
)
|
|
(337
|
)
|
|
(674
|
)
|
||||
Interest expense
|
|
(495
|
)
|
|
(192
|
)
|
|
(346
|
)
|
|
(1,033
|
)
|
||||
Capitalized financing costs
|
|
37
|
|
|
33
|
|
|
1
|
|
|
71
|
|
||||
Total Other Expense
|
|
(574
|
)
|
|
(191
|
)
|
|
(628
|
)
|
|
(1,393
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (Loss) Before Income Taxes (Benefits)
|
|
1,347
|
|
|
560
|
|
|
(790
|
)
|
|
1,117
|
|
||||
Income taxes (benefits)
|
|
271
|
|
|
113
|
|
|
(171
|
)
|
|
213
|
|
||||
Income (Loss) From Continuing Operations
|
|
1,076
|
|
|
447
|
|
|
(619
|
)
|
|
904
|
|
||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||
Net Income (Loss)
|
|
$
|
1,076
|
|
|
$
|
447
|
|
|
$
|
(611
|
)
|
|
$
|
912
|
|
2018 Financial Results
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electric
|
|
$
|
9,851
|
|
|
$
|
1,335
|
|
|
$
|
(136
|
)
|
|
$
|
11,050
|
|
Other
|
|
252
|
|
|
18
|
|
|
(59
|
)
|
|
211
|
|
||||
Total Revenues
|
|
10,103
|
|
|
1,353
|
|
|
(195
|
)
|
|
11,261
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuel
|
|
538
|
|
|
—
|
|
|
—
|
|
|
538
|
|
||||
Purchased power
|
|
3,103
|
|
|
—
|
|
|
6
|
|
|
3,109
|
|
||||
Other operating expenses
|
|
2,984
|
|
|
253
|
|
|
(104
|
)
|
|
3,133
|
|
||||
Provision for depreciation
|
|
812
|
|
|
252
|
|
|
72
|
|
|
1,136
|
|
||||
Amortization (deferral) of regulatory assets, net
|
|
(163
|
)
|
|
13
|
|
|
—
|
|
|
(150
|
)
|
||||
General taxes
|
|
760
|
|
|
192
|
|
|
41
|
|
|
993
|
|
||||
Total Operating Expenses
|
|
8,034
|
|
|
710
|
|
|
15
|
|
|
8,759
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss)
|
|
2,069
|
|
|
643
|
|
|
(210
|
)
|
|
2,502
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Miscellaneous income (expense), net
|
|
192
|
|
|
14
|
|
|
(1
|
)
|
|
205
|
|
||||
Pension and OPEB mark-to-market adjustment
|
|
(109
|
)
|
|
(8
|
)
|
|
(27
|
)
|
|
(144
|
)
|
||||
Interest expense
|
|
(514
|
)
|
|
(167
|
)
|
|
(435
|
)
|
|
(1,116
|
)
|
||||
Capitalized financing costs
|
|
26
|
|
|
37
|
|
|
2
|
|
|
65
|
|
||||
Total Other Expense
|
|
(405
|
)
|
|
(124
|
)
|
|
(461
|
)
|
|
(990
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (Loss) Before Income Taxes (Benefits)
|
|
1,664
|
|
|
519
|
|
|
(671
|
)
|
|
1,512
|
|
||||
Income taxes (benefits)
|
|
422
|
|
|
122
|
|
|
(54
|
)
|
|
490
|
|
||||
Income (Loss) From Continuing Operations
|
|
1,242
|
|
|
397
|
|
|
(617
|
)
|
|
1,022
|
|
||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
326
|
|
|
326
|
|
||||
Net Income (Loss)
|
|
$
|
1,242
|
|
|
$
|
397
|
|
|
$
|
(291
|
)
|
|
$
|
1,348
|
|
Changes Between 2019 and 2018 Financial Results
Increase (Decrease)
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Corporate/Other and Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||
|
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electric
|
|
$
|
(399
|
)
|
|
$
|
175
|
|
|
$
|
8
|
|
|
$
|
(216
|
)
|
Other
|
|
(6
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(10
|
)
|
||||
Total Revenues
|
|
(405
|
)
|
|
173
|
|
|
6
|
|
|
(226
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuel
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||
Purchased power
|
|
(193
|
)
|
|
—
|
|
|
11
|
|
|
(182
|
)
|
||||
Other operating expenses
|
|
(148
|
)
|
|
19
|
|
|
(52
|
)
|
|
(181
|
)
|
||||
Provision for depreciation
|
|
51
|
|
|
32
|
|
|
1
|
|
|
84
|
|
||||
Amortization (deferral) of regulatory assets, net
|
|
74
|
|
|
(3
|
)
|
|
—
|
|
|
71
|
|
||||
General taxes
|
|
—
|
|
|
17
|
|
|
(2
|
)
|
|
15
|
|
||||
Total Operating Expenses
|
|
(257
|
)
|
|
65
|
|
|
(42
|
)
|
|
(234
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss)
|
|
(148
|
)
|
|
108
|
|
|
48
|
|
|
8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Miscellaneous income (expense), net
|
|
(18
|
)
|
|
1
|
|
|
55
|
|
|
38
|
|
||||
Pension and OPEB mark-to-market adjustment
|
|
(181
|
)
|
|
(39
|
)
|
|
(310
|
)
|
|
(530
|
)
|
||||
Interest expense
|
|
19
|
|
|
(25
|
)
|
|
89
|
|
|
83
|
|
||||
Capitalized financing costs
|
|
11
|
|
|
(4
|
)
|
|
(1
|
)
|
|
6
|
|
||||
Total Other Expense
|
|
(169
|
)
|
|
(67
|
)
|
|
(167
|
)
|
|
(403
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (Loss) Before Income Taxes (Benefits)
|
|
(317
|
)
|
|
41
|
|
|
(119
|
)
|
|
(395
|
)
|
||||
Income taxes (benefits)
|
|
(151
|
)
|
|
(9
|
)
|
|
(117
|
)
|
|
(277
|
)
|
||||
Income (Loss) From Continuing Operations
|
|
(166
|
)
|
|
50
|
|
|
(2
|
)
|
|
(118
|
)
|
||||
Discontinued Operations, net of tax
|
|
—
|
|
|
—
|
|
|
(318
|
)
|
|
(318
|
)
|
||||
Net Income (Loss)
|
|
$
|
(166
|
)
|
|
$
|
50
|
|
|
$
|
(320
|
)
|
|
$
|
(436
|
)
|
|
|
For the Years Ended December 31,
|
|
|
||||||||
Revenues by Type of Service
|
|
2019
|
|
2018
|
|
Decrease
|
||||||
|
|
(In millions)
|
||||||||||
Distribution services (1)
|
|
$
|
5,314
|
|
|
$
|
5,413
|
|
|
$
|
(99
|
)
|
|
|
|
|
|
|
|
||||||
Generation sales:
|
|
|
|
|
|
|
||||||
Retail
|
|
3,727
|
|
|
3,936
|
|
|
(209
|
)
|
|||
Wholesale
|
|
411
|
|
|
502
|
|
|
(91
|
)
|
|||
Total generation sales
|
|
4,138
|
|
|
4,438
|
|
|
(300
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other
|
|
246
|
|
|
252
|
|
|
(6
|
)
|
|||
Total Revenues
|
|
$
|
9,698
|
|
|
$
|
10,103
|
|
|
$
|
(405
|
)
|
|
|
For the Years Ended December 31,
|
|
|
|||||
Electric Distribution MWH Deliveries
|
|
2019
|
|
2018
|
|
Decrease
|
|||
|
|
(In thousands)
|
|
|
|||||
Residential
|
|
54,159
|
|
|
55,994
|
|
|
(3.3
|
)%
|
Commercial
|
|
37,330
|
|
|
38,605
|
|
|
(3.3
|
)%
|
Industrial
|
|
55,649
|
|
|
56,611
|
|
|
(1.7
|
)%
|
Other
|
|
558
|
|
|
560
|
|
|
(0.4
|
)%
|
Total Electric Distribution MWH Deliveries
|
|
147,696
|
|
|
151,770
|
|
|
(2.7
|
)%
|
Source of Change in Generation Revenues
|
|
Increase (Decrease)
|
||
|
|
(In millions)
|
||
Retail:
|
|
|
|
|
Effect of decrease in sales volumes
|
|
$
|
(2
|
)
|
Change in prices
|
|
(207
|
)
|
|
|
|
(209
|
)
|
|
Wholesale:
|
|
|
||
Effect of increase in sales volumes
|
|
2
|
|
|
Change in prices
|
|
(51
|
)
|
|
Capacity revenue
|
|
(42
|
)
|
|
|
|
(91
|
)
|
|
Decrease in Generation Revenues
|
|
$
|
(300
|
)
|
•
|
Fuel expense decreased $41 million in 2019, as compared to 2018, primarily due to lower unit costs.
|
•
|
Purchased power costs decreased $193 million in 2019, as compared to 2018, primarily due to lower unit costs and capacity expense, partially offset by the implementation of the NJ Zero Emission Program in June 2019.
|
Source of Change in Purchased Power
|
|
Increase (Decrease)
|
|||
|
|
(In millions)
|
|||
Purchases from non-affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
$
|
(82
|
)
|
|
Change due to increased volumes
|
|
89
|
|
||
|
|
7
|
|
||
Purchases from affiliates:
|
|
|
|||
Change due to decreased unit costs
|
|
(9
|
)
|
||
Change due to decreased volumes
|
|
(138
|
)
|
||
|
|
(147
|
)
|
||
Capacity expense
|
|
(53
|
)
|
||
Decrease in Purchased Power Costs
|
|
$
|
(193
|
)
|
•
|
Other operating expenses decreased $148 million primarily due to:
|
•
|
Decreased storm restoration costs of $129 million, which were mostly deferred for future recovery, resulting in no material impact on current period earnings.
|
•
|
Lower operating and maintenance expenses of $49 million, primarily associated with lower employee benefits and corporate support costs.
|
•
|
Decreased expenses due to transactions now accounted for as finance leases of $21 million. As a result of the adoption of the new lease accounting standard, financing lease expenses that were recognized in other operating expenses are now recognized in depreciation and interest expense.
|
•
|
The absence of $30 million in costs that occurred in 2018 associated with the voluntary enhanced retirement program.
|
•
|
Lower energy efficiency and other program costs of $27 million, partially offset by higher vegetation management spend of $13 million. These costs are deferred for future recovery, resulting in no material impact on current period earnings.
|
•
|
Higher network transmission expenses of $95 million reflecting increased transmission costs as well as the absence of the FERC settlement during 2018 that reallocated certain transmission costs across utilities in PJM and resulted in a refund to the Ohio Companies. Except for certain transmission costs and credits at the Ohio Companies recognized in 2018, 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.
|
•
|
Depreciation expense increased $51 million, primarily due to a higher asset base and transactions now accounted for as finance leases, as discussed above.
|
•
|
Net amortization expense increased $74 million, primarily due to decreased storm restoration cost deferrals, the absence of the reversal of a liability at the Ohio Companies for an Ohio Supreme Court ruling regarding the purchase of RECs, partially offset by higher deferrals of generation and transmission expenses, including the FERC settlement discussed above and the termination of the Morgantown Energy Associates PPA.
|
|
|
For the Years Ended December 31,
|
|
|
||||||||
Revenues by Transmission Asset Owner
|
|
2019
|
|
2018
|
|
Increase
|
||||||
|
|
(In millions)
|
||||||||||
ATSI
|
|
$
|
758
|
|
|
$
|
668
|
|
|
$
|
90
|
|
TrAIL
|
|
251
|
|
|
246
|
|
|
5
|
|
|||
MAIT
|
|
227
|
|
|
154
|
|
|
73
|
|
|||
Other
|
|
290
|
|
|
285
|
|
|
5
|
|
|||
Total Revenues
|
|
$
|
1,526
|
|
|
$
|
1,353
|
|
|
$
|
173
|
|
Reportable Segment
|
|
2018 Actual
|
|
2019 Actual
|
|
2020 Forecast
|
|
2021 Forecast
|
|
2022 Forecast
|
|
2023 Forecast
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Regulated Distribution
|
|
$
|
1,635
|
|
|
$
|
1,698
|
|
|
$
|
1,700
|
|
|
$
|
1,700
|
|
|
$
|
1,700
|
|
|
$
|
1,700
|
|
Regulated Transmission
|
|
|
1,165
|
|
|
|
1,189
|
|
|
|
1,200
|
|
|
|
1,200 - 1,450
|
|
|
|
1,200 - 1,450
|
|
|
|
1,200 - 1,450
|
|
Corporate/Other
|
|
|
183
|
|
|
|
105
|
|
|
|
90
|
|
|
|
110
|
|
|
|
110
|
|
|
|
110
|
|
Total
|
|
$
|
2,983
|
|
|
$
|
2,992
|
|
|
$
|
2,990
|
|
|
$
|
3,010 - 3,260
|
|
|
$
|
3,010 - 3,260
|
|
|
$
|
3,010 - 3,260
|
|
•
|
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
|
•
|
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
|
•
|
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
|
•
|
A $225 million cash payment from FirstEnergy.
|
•
|
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million note issuance, into a cash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
|
•
|
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
|
•
|
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
|
•
|
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
|
•
|
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns excludes amounts allocated for non-deductible interest as discussed in Note 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the Intercompany Tax Allocation Agreement with the FES Debtors.
|
Currently Payable Long-Term Debt
|
|
December 31, 2019
|
||
|
|
(In millions)
|
||
Unsecured notes
|
|
$
|
250
|
|
Secured notes
|
|
50
|
|
|
Sinking fund requirements
|
|
64
|
|
|
Other notes
|
|
16
|
|
|
|
|
$
|
380
|
|
Borrower(s)
|
|
Type
|
|
Maturity
|
|
Commitment
|
|
Available Liquidity
|
||||
|
|
|
|
|
|
(In millions)
|
||||||
FirstEnergy(1)
|
|
Revolving
|
|
December 2022
|
|
$
|
2,500
|
|
|
$
|
2,496
|
|
FET(2)
|
|
Revolving
|
|
December 2022
|
|
1,000
|
|
|
1,000
|
|
||
|
|
|
|
Subtotal
|
|
$
|
3,500
|
|
|
$
|
3,496
|
|
|
|
Cash and cash equivalents
|
|
—
|
|
|
465
|
|
||||
|
|
|
|
Total
|
|
$
|
3,500
|
|
|
$
|
3,961
|
|
(1)
|
FE and the Utilities. Available liquidity includes impact of $4 million of LOCs issued under various terms.
|
(2)
|
Includes FET and the Transmission Companies.
|
Borrower
|
|
FirstEnergy Revolving
Credit Facility
Sub-Limit
|
|
FET Revolving
Credit Facility
Sub-Limit
|
|
Regulatory and
Other Short-Term Debt Limitations
|
|
|
|||||||||
|
|
(In millions)
|
|
|
|||||||||||||
FE
|
|
|
$
|
2,500
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
(1)
|
|
FET
|
|
|
—
|
|
|
|
1,000
|
|
|
|
—
|
|
(1)
|
|
|||
OE
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
CEI
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
TE
|
|
|
300
|
|
|
|
—
|
|
|
|
300
|
|
(2)
|
|
|||
JCP&L
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
ME
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
PN
|
|
|
300
|
|
|
|
—
|
|
|
|
300
|
|
(2)
|
|
|||
WP
|
|
|
200
|
|
|
|
—
|
|
|
|
200
|
|
(2)
|
|
|||
MP
|
|
|
500
|
|
|
|
—
|
|
|
|
500
|
|
(2)
|
|
|||
PE
|
|
|
150
|
|
|
|
—
|
|
|
|
150
|
|
(2)
|
|
|||
ATSI
|
|
|
—
|
|
|
|
500
|
|
|
|
500
|
|
(2)
|
|
|||
Penn
|
|
|
100
|
|
|
|
—
|
|
|
|
100
|
|
(2)
|
|
|||
TrAIL
|
|
|
—
|
|
|
|
400
|
|
|
|
400
|
|
(2)
|
|
|||
MAIT
|
|
|
—
|
|
|
|
400
|
|
|
|
400
|
|
(2)
|
|
(1)
|
No limitations.
|
(2)
|
Includes amounts which may be borrowed under the regulated companies' money pool.
|
|
|
Corporate Credit Rating
|
|
Senior Secured
|
|
Senior Unsecured
|
|
Outlook (1)
|
||||||||||||||||
Issuer
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
FE
|
|
BBB
|
|
Baa3
|
|
BBB
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa3
|
|
BBB
|
|
S
|
|
S
|
|
S
|
AGC
|
|
BBB-
|
|
Baa2
|
|
BBB
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
S
|
|
S
|
|
S
|
ATSI
|
|
BBB
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
|
BBB
|
|
A3
|
|
A-
|
|
S
|
|
S
|
|
S
|
CEI
|
|
BBB
|
|
Baa2
|
|
BBB+
|
|
A-
|
|
A3
|
|
A
|
|
BBB
|
|
Baa2
|
|
A-
|
|
S
|
|
S
|
|
S
|
FET
|
|
BBB
|
|
Baa2
|
|
BBB
|
|
—
|
|
—
|
|
—
|
|
BBB-
|
|
Baa2
|
|
BBB
|
|
S
|
|
S
|
|
S
|
JCP&L
|
|
BBB
|
|
Baa1
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
|
BBB
|
|
Baa1
|
|
A-
|
|
S
|
|
P
|
|
S
|
ME
|
|
BBB
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
|
BBB
|
|
A3
|
|
A-
|
|
S
|
|
S
|
|
S
|
MAIT
|
|
BBB
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
|
BBB
|
|
A3
|
|
A-
|
|
S
|
|
S
|
|
S
|
MP
|
|
BBB
|
|
Baa2
|
|
BBB
|
|
A-
|
|
A3
|
|
A-
|
|
BBB
|
|
Baa2
|
|
—
|
|
S
|
|
S
|
|
S
|
OE
|
|
BBB
|
|
A3
|
|
BBB+
|
|
A-
|
|
A1
|
|
A
|
|
BBB
|
|
A3
|
|
A-
|
|
S
|
|
P
|
|
S
|
PN
|
|
BBB
|
|
Baa1
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
|
BBB
|
|
Baa1
|
|
A-
|
|
S
|
|
S
|
|
S
|
Penn
|
|
BBB
|
|
A3
|
|
BBB+
|
|
—
|
|
A1
|
|
A
|
|
—
|
|
—
|
|
—
|
|
S
|
|
P
|
|
S
|
PE
|
|
BBB
|
|
Baa2
|
|
BBB
|
|
—
|
|
—
|
|
A-
|
|
—
|
|
—
|
|
—
|
|
S
|
|
S
|
|
S
|
TE
|
|
BBB
|
|
Baa1
|
|
BBB+
|
|
A-
|
|
A2
|
|
A
|
|
—
|
|
—
|
|
—
|
|
S
|
|
S
|
|
S
|
TrAIL
|
|
BBB
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
—
|
|
BBB
|
|
A3
|
|
A-
|
|
S
|
|
S
|
|
S
|
WP
|
|
BBB
|
|
A3
|
|
BBB+
|
|
—
|
|
—
|
|
A
|
|
—
|
|
—
|
|
—
|
|
S
|
|
S
|
|
S
|
•
|
a $750 million decrease in cash contributions to the qualified pension plan;
|
•
|
higher transmission revenue reflecting a higher base rate and recovery of incremental operating expenses at ATSI and MAIT;
|
•
|
decrease to working capital primarily due to higher receipts from customers;
|
•
|
lower storm costs; partially offset by
|
•
|
lower revenues due to tax savings being provided to customers in relation to the Tax Act;
|
•
|
the absence of FES' cash from operations from the first quarter of 2018.
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
|
$
|
8
|
|
|
$
|
326
|
|
|
$
|
(1,435
|
)
|
Gain on disposal, net of tax
|
|
(59
|
)
|
|
(435
|
)
|
|
—
|
|
|||
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs
|
|
—
|
|
|
110
|
|
|
333
|
|
|||
Deferred income taxes and investment tax credits, net
|
|
47
|
|
|
61
|
|
|
(842
|
)
|
|||
Unrealized (gain) loss on derivative transactions
|
|
—
|
|
|
(10
|
)
|
|
81
|
|
|
|
For the Years Ended December 31,
|
||||||||||
Securities Issued or Redeemed / Repaid
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
New Issues
|
|
|
|
|
|
|
|
|
|
|||
Preferred stock issuance
|
|
$
|
—
|
|
|
$
|
1,616
|
|
|
$
|
—
|
|
Common stock issuance
|
|
—
|
|
|
850
|
|
|
—
|
|
|||
Unsecured notes
|
|
1,850
|
|
|
850
|
|
|
3,800
|
|
|||
PCRBs
|
|
—
|
|
|
74
|
|
|
—
|
|
|||
FMBs
|
|
450
|
|
|
50
|
|
|
625
|
|
|||
Term loan
|
|
—
|
|
|
500
|
|
|
250
|
|
|||
|
|
$
|
2,300
|
|
|
$
|
3,940
|
|
|
$
|
4,675
|
|
|
|
|
|
|
|
|
||||||
Redemptions / Repayments
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes
|
|
$
|
(725
|
)
|
|
$
|
(555
|
)
|
|
$
|
(1,330
|
)
|
PCRBs
|
|
—
|
|
|
(216
|
)
|
|
(158
|
)
|
|||
FMBs
|
|
(1
|
)
|
|
(325
|
)
|
|
(725
|
)
|
|||
Term loan
|
|
—
|
|
|
(1,450
|
)
|
|
—
|
|
|||
Senior secured notes
|
|
(63
|
)
|
|
(62
|
)
|
|
(78
|
)
|
|||
|
|
$
|
(789
|
)
|
|
$
|
(2,608
|
)
|
|
$
|
(2,291
|
)
|
|
|
|
|
|
|
|
||||||
Tender premiums paid on debt redemptions
|
|
$
|
—
|
|
|
$
|
(89
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
|
$
|
—
|
|
|
$
|
950
|
|
|
$
|
(2,375
|
)
|
|
|
|
|
|
|
|
||||||
Preferred stock dividend payments
|
|
$
|
(6
|
)
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Common stock dividend payments
|
|
$
|
(814
|
)
|
|
$
|
(711
|
)
|
|
$
|
(639
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
Cash Used for Investing Activities
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
Property Additions:
|
|
|
|
|
|
|
||||||
Regulated Distribution
|
|
$
|
1,473
|
|
|
$
|
1,411
|
|
|
$
|
1,191
|
|
Regulated Transmission
|
|
1,090
|
|
|
1,104
|
|
|
1,030
|
|
|||
Corporate/Other
|
|
102
|
|
|
160
|
|
|
366
|
|
|||
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
254
|
|
|||
Proceeds from asset sales
|
|
(47
|
)
|
|
(425
|
)
|
|
(388
|
)
|
|||
Investments
|
|
38
|
|
|
54
|
|
|
98
|
|
|||
Notes receivable from affiliated companies
|
|
—
|
|
|
500
|
|
|
—
|
|
|||
Asset removal costs
|
|
217
|
|
|
218
|
|
|
172
|
|
|||
Other
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
|
|
$
|
2,873
|
|
|
$
|
3,018
|
|
|
$
|
2,723
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
(317
|
)
|
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
|||
Sales of investment securities held in trusts
|
|
—
|
|
|
109
|
|
|
940
|
|
|||
Purchases of investment securities held in trusts
|
|
—
|
|
|
(122
|
)
|
|
(999
|
)
|
Net Regulatory Assets (Liabilities) by Source
|
|
December 31,
2019 |
|
December 31,
2018 |
|
Change
|
||||||
|
|
(In millions)
|
||||||||||
Regulatory transition costs
|
|
$
|
(8
|
)
|
|
$
|
49
|
|
|
$
|
(57
|
)
|
Customer payables for future income taxes
|
|
(2,605
|
)
|
|
(2,725
|
)
|
|
120
|
|
|||
Nuclear decommissioning and spent fuel disposal costs
|
|
(197
|
)
|
|
(148
|
)
|
|
(49
|
)
|
|||
Asset removal costs
|
|
(756
|
)
|
|
(787
|
)
|
|
31
|
|
|||
Deferred transmission costs
|
|
298
|
|
|
170
|
|
|
128
|
|
|||
Deferred generation costs
|
|
214
|
|
|
202
|
|
|
12
|
|
|||
Deferred distribution costs
|
|
155
|
|
|
208
|
|
|
(53
|
)
|
|||
Contract valuations
|
|
51
|
|
|
72
|
|
|
(21
|
)
|
|||
Storm-related costs
|
|
551
|
|
|
500
|
|
|
51
|
|
|||
Other
|
|
36
|
|
|
52
|
|
|
(16
|
)
|
|||
Net Regulatory Liabilities included on the Consolidated Balance Sheets
|
|
$
|
(2,261
|
)
|
|
$
|
(2,407
|
)
|
|
$
|
146
|
|
Regulatory Assets by Source Not Earning a Current Return
|
|
December 31,
2019 |
|
December 31,
2018 |
|
Change
|
||||||
|
|
|
|
(in millions)
|
|
|
||||||
Regulatory transition costs
|
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
Deferred transmission costs
|
|
27
|
|
|
80
|
|
|
(53
|
)
|
|||
Deferred generation costs
|
|
15
|
|
|
8
|
|
|
7
|
|
|||
Storm-related costs
|
|
471
|
|
|
363
|
|
|
108
|
|
|||
Other
|
|
25
|
|
|
42
|
|
|
(17
|
)
|
|||
Regulatory Assets Not Earning a Current Return
|
|
$
|
545
|
|
|
$
|
503
|
|
|
$
|
42
|
|
Contractual Obligations
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Long-term debt(1)
|
|
$
|
20,066
|
|
|
$
|
364
|
|
|
$
|
2,024
|
|
|
$
|
2,440
|
|
|
$
|
15,238
|
|
Short-term borrowings
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on long-term debt(2)
|
|
12,131
|
|
|
928
|
|
|
1,781
|
|
|
1,581
|
|
|
7,841
|
|
|||||
Operating leases(3)
|
|
339
|
|
|
40
|
|
|
80
|
|
|
65
|
|
|
154
|
|
|||||
Finance leases(3)
|
|
80
|
|
|
20
|
|
|
32
|
|
|
12
|
|
|
16
|
|
|||||
Fuel and purchased power(4)
|
|
1,687
|
|
|
540
|
|
|
770
|
|
|
377
|
|
|
—
|
|
|||||
Capital expenditures(5)
|
|
1,445
|
|
|
503
|
|
|
573
|
|
|
369
|
|
|
—
|
|
|||||
Pension funding
|
|
1,385
|
|
|
—
|
|
|
159
|
|
|
721
|
|
|
505
|
|
|||||
FES bankruptcy settlement agreement(6)
|
|
853
|
|
|
853
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany tax allocation agreement(7)
|
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
39,086
|
|
|
$
|
4,348
|
|
|
$
|
5,419
|
|
|
$
|
5,565
|
|
|
$
|
23,754
|
|
(1)
|
Excludes unamortized discounts and premiums, fair value accounting adjustments and finance leases.
|
(2)
|
Interest on variable-rate debt based on rates as of December 31, 2019.
|
(3)
|
See Note 8, "Leases," of the 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, 2019.
|
(6)
|
Assumes FES Debtors emergence in 2020, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on settlement.
|
(7)
|
Estimated amounts owed to the FES Debtors under the intercompany tax allocation agreement for the 2018 and 2019 tax returns, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on tax sharing agreement with the FES Debtors.
|
Guarantees and Other Assurances
|
|
Maximum Exposure
|
||
|
|
(In millions)
|
||
FE's Guarantees on Behalf of the FES Debtors
|
|
|
|
|
Surety Bonds - FG(1)
|
|
$
|
200
|
|
Deferred compensation arrangements
|
|
150
|
|
|
|
|
350
|
|
|
FE's Guarantees on Behalf of its Consolidated Subsidiaries
|
|
|
||
AE Supply asset sales(2)
|
|
555
|
|
|
Deferred compensation arrangements
|
|
466
|
|
|
Fuel related contracts and other
|
|
10
|
|
|
|
|
1,031
|
|
|
FE's Guarantees on Other Assurances
|
|
|
||
Global Holding Facility
|
|
114
|
|
|
Surety Bonds
|
|
135
|
|
|
LOCs and other
|
|
16
|
|
|
|
|
265
|
|
|
Total Guarantees and Other Assurances
|
|
$
|
1,646
|
|
(1)
|
FE provides credit support for FG surety bonds for $169 million and $31 million for the benefit of the PA DEP with respect to LBR CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.
|
(2)
|
As a condition to closing AE Supply's sale of four natural gas generating plants in December 2017, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC. In connection with the FES Bankruptcy settlement agreement, FirstEnergy has provided certain additional guarantees to FG for retained environmental liabilities of AE Supply related to the Pleasants Power Station and the McElroy's Run CCR disposal facility.
|
Potential Collateral Obligations
|
|
AE Supply
|
|
Utilities
and FET |
|
FE
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Contractual Obligations for Additional Collateral
|
|
|
|
|
|
|
|
|
||||||||
At Current Credit Rating
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Upon Further Downgrade
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||
Surety Bonds (Collateralized Amount)(1)
|
|
—
|
|
|
63
|
|
|
257
|
|
|
320
|
|
||||
Total Exposure from Contractual Obligations
|
|
$
|
1
|
|
|
$
|
99
|
|
|
$
|
257
|
|
|
$
|
357
|
|
Comparison of Carrying Value to Fair Value
|
||||||||||||||||||||||||||||||||
Year of Maturity
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-after
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments Other Than Cash and Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401
|
|
|
$
|
401
|
|
|
$
|
401
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
364
|
|
|
$
|
132
|
|
|
$
|
1,142
|
|
|
$
|
1,194
|
|
|
$
|
1,246
|
|
|
$
|
15,238
|
|
|
$
|
19,316
|
|
|
$
|
22,178
|
|
Average interest rate
|
|
5.4
|
%
|
|
3.7
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
|
4.8
|
%
|
|
|
|||||||||
Variable rate
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
750
|
|
Average interest rate
|
|
—
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.5
|
%
|
|
|
Company
|
|
Rates Effective
|
|
Allowed Debt/Equity
|
|
Allowed ROE
|
CEI
|
|
May 2009
|
|
51% / 49%
|
|
10.5%
|
ME(1)
|
|
January 2017
|
|
48.8% / 51.2%
|
|
Settled(2)
|
MP
|
|
February 2015
|
|
54% / 46%
|
|
Settled(2)
|
JCP&L
|
|
January 2017
|
|
55% / 45%
|
|
9.6%
|
OE
|
|
January 2009
|
|
51% / 49%
|
|
10.5%
|
PE (West Virginia)
|
|
February 2015
|
|
54% / 46%
|
|
Settled(2)
|
PE (Maryland)
|
|
March 2019
|
|
47% / 53%
|
|
9.65%
|
PN(1)
|
|
January 2017
|
|
47.4% / 52.6%
|
|
Settled(2)
|
Penn(1)
|
|
January 2017
|
|
49.9% / 50.1%
|
|
Settled(2)
|
TE
|
|
January 2009
|
|
51% / 49%
|
|
10.5%
|
WP(1)
|
|
January 2017
|
|
49.7% / 50.3%
|
|
Settled(2)
|
Company
|
|
Rates Effective
|
|
Capital Structure
|
|
Allowed ROE
|
ATSI
|
|
January 1, 2015
|
|
Actual (13 month average)
|
|
10.38%
|
JCP&L
|
|
June 1, 2017(1)
|
|
Settled(1)(3)
|
|
Settled(1)(3)
|
MP
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
PE
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
WP
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
MAIT
|
|
July 1, 2017
|
|
Lower of Actual (13 month average) or 60%
|
|
10.3%
|
TrAIL
|
|
July 1, 2008
|
|
Actual (year-end)
|
|
12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects) |
Postemployment Benefits Expense (Credits)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
Pension
|
|
$
|
622
|
|
|
$
|
200
|
|
|
$
|
247
|
|
OPEB
|
|
(21
|
)
|
|
(158
|
)
|
|
(45
|
)
|
|||
Total
|
|
$
|
601
|
|
|
$
|
42
|
|
|
$
|
202
|
|
Assumption
|
|
Adverse Change
|
|
Pension
|
|
OPEB
|
|
Total
|
||||||
|
|
|
|
(In millions)
|
||||||||||
Discount rate
|
|
Decrease by 0.25%
|
|
$
|
360
|
|
|
$
|
16
|
|
|
$
|
376
|
|
Long-term return on assets
|
|
Decrease by 0.25%
|
|
$
|
20
|
|
|
$
|
1
|
|
|
$
|
21
|
|
Health care trend rate
|
|
Increase by 1.0%
|
|
N/A
|
|
|
$
|
20
|
|
|
$
|
20
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Distribution services and retail generation
|
|
$
|
8,720
|
|
|
$
|
8,937
|
|
|
$
|
8,685
|
|
Transmission
|
|
1,510
|
|
|
1,335
|
|
|
1,307
|
|
|||
Other
|
|
805
|
|
|
989
|
|
|
936
|
|
|||
Total revenues(1)
|
|
11,035
|
|
|
11,261
|
|
|
10,928
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Fuel
|
|
497
|
|
|
538
|
|
|
497
|
|
|||
Purchased power
|
|
2,927
|
|
|
3,109
|
|
|
2,926
|
|
|||
Other operating expenses
|
|
2,952
|
|
|
3,133
|
|
|
2,802
|
|
|||
Provision for depreciation
|
|
1,220
|
|
|
1,136
|
|
|
1,027
|
|
|||
Amortization (deferral) of regulatory assets, net
|
|
(79
|
)
|
|
(150
|
)
|
|
308
|
|
|||
General taxes
|
|
1,008
|
|
|
993
|
|
|
940
|
|
|||
Total operating expenses
|
|
8,525
|
|
|
8,759
|
|
|
8,500
|
|
|||
|
|
|
|
|
|
|
||||||
OPERATING INCOME
|
|
2,510
|
|
|
2,502
|
|
|
2,428
|
|
|||
|
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
||||||
Miscellaneous income, net
|
|
243
|
|
|
205
|
|
|
53
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
(674
|
)
|
|
(144
|
)
|
|
(102
|
)
|
|||
Interest expense
|
|
(1,033
|
)
|
|
(1,116
|
)
|
|
(1,005
|
)
|
|||
Capitalized financing costs
|
|
71
|
|
|
65
|
|
|
52
|
|
|||
Total other expense
|
|
(1,393
|
)
|
|
(990
|
)
|
|
(1,002
|
)
|
|||
|
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
|
1,117
|
|
|
1,512
|
|
|
1,426
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME TAXES
|
|
213
|
|
|
490
|
|
|
1,715
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
|
904
|
|
|
1,022
|
|
|
(289
|
)
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations (Note 3)(2)
|
|
8
|
|
|
326
|
|
|
(1,435
|
)
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
912
|
|
|
$
|
1,348
|
|
|
$
|
(1,724
|
)
|
|
|
|
|
|
|
|
||||||
INCOME ALLOCATED TO PREFERRED STOCKHOLDERS (Note 1)
|
|
4
|
|
|
367
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
908
|
|
|
$
|
981
|
|
|
$
|
(1,724
|
)
|
|
|
|
|
|
|
|
||||||
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
||||||
Basic - Continuing Operations
|
|
$
|
1.69
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
Basic - Discontinued Operations
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|||
Basic - Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
1.70
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
|
|
|
|
|
|
||||||
Diluted - Continuing Operations
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
Diluted - Discontinued Operations
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|||
Diluted - Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
1.68
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
|
|
|
|
|
|
||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
||||||
Basic
|
|
535
|
|
|
492
|
|
|
444
|
|
|||
Diluted
|
|
542
|
|
|
494
|
|
|
444
|
|
|||
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
NET INCOME (LOSS)
|
|
$
|
912
|
|
|
$
|
1,348
|
|
|
$
|
(1,724
|
)
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Pension and OPEB prior service costs
|
|
(31
|
)
|
|
(83
|
)
|
|
(85
|
)
|
|||
Amortized losses on derivative hedges
|
|
2
|
|
|
21
|
|
|
10
|
|
|||
Change in unrealized gains on available-for-sale securities
|
|
—
|
|
|
(106
|
)
|
|
22
|
|
|||
Other comprehensive loss
|
|
(29
|
)
|
|
(168
|
)
|
|
(53
|
)
|
|||
Income tax benefits on other comprehensive loss
|
|
(8
|
)
|
|
(67
|
)
|
|
(21
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(21
|
)
|
|
(101
|
)
|
|
(32
|
)
|
|||
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
891
|
|
|
$
|
1,247
|
|
|
$
|
(1,756
|
)
|
(In millions, except share amounts)
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
627
|
|
|
$
|
367
|
|
Restricted cash
|
|
52
|
|
|
62
|
|
||
Receivables-
|
|
|
|
|
|
|
||
Customers, net of allowance for uncollectible accounts of $46 in 2019 and $50 in 2018
|
|
1,091
|
|
|
1,221
|
|
||
Affiliated companies, net of allowance for uncollectible accounts of $1,063 in 2019 and $920 in 2018
|
|
—
|
|
|
20
|
|
||
Other, net of allowance for uncollectible accounts of $21 in 2019 and $2 in 2018
|
|
203
|
|
|
270
|
|
||
Materials and supplies, at average cost
|
|
281
|
|
|
252
|
|
||
Prepaid taxes and other
|
|
157
|
|
|
175
|
|
||
Current assets - discontinued operations
|
|
33
|
|
|
25
|
|
||
|
|
2,444
|
|
|
2,392
|
|
||
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
||
In service
|
|
41,767
|
|
|
39,469
|
|
||
Less — Accumulated provision for depreciation
|
|
11,427
|
|
|
10,793
|
|
||
|
|
30,340
|
|
|
28,676
|
|
||
Construction work in progress
|
|
1,310
|
|
|
1,235
|
|
||
|
|
31,650
|
|
|
29,911
|
|
||
|
|
|
|
|
||||
INVESTMENTS:
|
|
|
|
|
|
|
||
Nuclear plant decommissioning trusts
|
|
—
|
|
|
790
|
|
||
Nuclear fuel disposal trust
|
|
270
|
|
|
256
|
|
||
Other
|
|
299
|
|
|
253
|
|
||
Investments - held for sale (Note 15)
|
|
882
|
|
|
—
|
|
||
|
|
1,451
|
|
|
1,299
|
|
||
|
|
|
|
|
||||
DEFERRED CHARGES AND OTHER ASSETS:
|
|
|
|
|
|
|
||
Goodwill
|
|
5,618
|
|
|
5,618
|
|
||
Regulatory assets
|
|
99
|
|
|
91
|
|
||
Other
|
|
1,039
|
|
|
752
|
|
||
|
|
6,756
|
|
|
6,461
|
|
||
|
|
$
|
42,301
|
|
|
$
|
40,063
|
|
LIABILITIES AND CAPITALIZATION
|
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Currently payable long-term debt
|
|
$
|
380
|
|
|
$
|
503
|
|
Short-term borrowings
|
|
1,000
|
|
|
1,250
|
|
||
Accounts payable
|
|
918
|
|
|
965
|
|
||
Accounts payable - affiliated companies
|
|
87
|
|
|
—
|
|
||
Accrued interest
|
|
249
|
|
|
243
|
|
||
Accrued taxes
|
|
545
|
|
|
533
|
|
||
Accrued compensation and benefits
|
|
258
|
|
|
318
|
|
||
Other
|
|
1,425
|
|
|
822
|
|
||
|
|
4,862
|
|
|
4,634
|
|
||
CAPITALIZATION:
|
|
|
|
|
|
|
||
Stockholders’ equity-
|
|
|
|
|
|
|
||
Common stock, $0.10 par value, authorized 700,000,000 shares - 540,652,222 and 511,915,450 shares outstanding as of December 31, 2019 and December 31, 2018, respectively
|
|
54
|
|
|
51
|
|
||
Preferred stock, $100 par value, authorized 5,000,000 shares, of which 1,616,000 are designated Series A Convertible Preferred - none outstanding as of December 31, 2019, and 704,589 shares outstanding as of December 31, 2018
|
|
—
|
|
|
71
|
|
||
Other paid-in capital
|
|
10,868
|
|
|
11,530
|
|
||
Accumulated other comprehensive income
|
|
20
|
|
|
41
|
|
||
Accumulated deficit
|
|
(3,967
|
)
|
|
(4,879
|
)
|
||
Total stockholders' equity
|
|
6,975
|
|
|
6,814
|
|
||
Long-term debt and other long-term obligations
|
|
19,618
|
|
|
17,751
|
|
||
|
|
26,593
|
|
|
24,565
|
|
||
NONCURRENT LIABILITIES:
|
|
|
|
|
|
|
||
Accumulated deferred income taxes
|
|
2,849
|
|
|
2,502
|
|
||
Retirement benefits
|
|
3,065
|
|
|
2,906
|
|
||
Regulatory liabilities
|
|
2,360
|
|
|
2,498
|
|
||
Asset retirement obligations
|
|
165
|
|
|
812
|
|
||
Adverse power contract liability
|
|
49
|
|
|
89
|
|
||
Other
|
|
1,667
|
|
|
2,057
|
|
||
Noncurrent liabilities - held for sale (Note 15)
|
|
691
|
|
|
—
|
|
||
|
|
10,846
|
|
|
10,864
|
|
||
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15)
|
|
|
|
|
|
|
||
|
|
$
|
42,301
|
|
|
$
|
40,063
|
|
|
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
OPIC
|
|
AOCI
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
||||||||||||||||||
(In millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||||||
Balance, January 1, 2017
|
|
—
|
|
|
$
|
—
|
|
|
442
|
|
|
$
|
44
|
|
|
$
|
10,555
|
|
|
$
|
174
|
|
|
$
|
(4,532
|
)
|
|
$
|
6,241
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,724
|
)
|
|
(1,724
|
)
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
|
|
(32
|
)
|
||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
36
|
|
||||||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(639
|
)
|
|
|
|
|
|
(639
|
)
|
||||||||||||
Stock Investment Plan and certain share-based benefit plans
|
|
|
|
|
|
3
|
|
|
|
|
56
|
|
|
|
|
|
|
56
|
|
|||||||||||
Reclass to liability awards
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
(7
|
)
|
||||||||||||
Share-based compensation accounting change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||||||||
Balance, December 31, 2017
|
|
—
|
|
|
—
|
|
|
445
|
|
|
44
|
|
|
10,001
|
|
|
142
|
|
|
(6,262
|
)
|
|
3,925
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,348
|
|
|
1,348
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(101
|
)
|
|
|
|
(101
|
)
|
||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
60
|
|
|
|
|
|
|
60
|
|
||||||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(906
|
)
|
|
|
|
|
|
(906
|
)
|
||||||||||||
Cash dividends declared on preferred stock
|
|
|
|
|
|
|
|
|
|
(71
|
)
|
|
|
|
|
|
(71
|
)
|
||||||||||||
Stock Investment Plan and certain share-based benefit plans
|
|
|
|
|
|
4
|
|
|
1
|
|
|
61
|
|
|
|
|
|
|
62
|
|
||||||||||
Stock issuance (Note 11)(1)
|
|
1.6
|
|
|
162
|
|
|
30
|
|
|
3
|
|
|
2,297
|
|
|
|
|
|
|
2,462
|
|
||||||||
Conversion of Series A Convertible Stock (Note 11)
|
|
(0.9
|
)
|
|
(91
|
)
|
|
33
|
|
|
3
|
|
|
88
|
|
|
|
|
|
|
—
|
|
||||||||
Impact of adopting new accounting pronouncements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
35
|
|
||||||||||||
Balance, December 31, 2018
|
|
0.7
|
|
|
71
|
|
|
512
|
|
|
51
|
|
|
11,530
|
|
|
41
|
|
|
(4,879
|
)
|
|
6,814
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
912
|
|
|
912
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
|
(21
|
)
|
||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
41
|
|
||||||||||||
Cash dividends declared on common stock
|
|
|
|
|
|
|
|
|
|
(824
|
)
|
|
|
|
|
|
(824
|
)
|
||||||||||||
Cash dividends declared on preferred stock
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
(3
|
)
|
||||||||||||
Stock Investment Plan and certain share-based benefit plans
|
|
|
|
|
|
3
|
|
|
|
|
56
|
|
|
|
|
|
|
56
|
|
|||||||||||
Conversion of Series A Convertible Stock (Note 11)
|
|
(0.7
|
)
|
|
(71
|
)
|
|
26
|
|
|
3
|
|
|
68
|
|
|
|
|
|
|
—
|
|
||||||||
Balance, December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
541
|
|
|
$
|
54
|
|
|
$
|
10,868
|
|
|
$
|
20
|
|
|
$
|
(3,967
|
)
|
|
$
|
6,975
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
912
|
|
|
$
|
1,348
|
|
|
$
|
(1,724
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities-
|
|
|
|
|
|
|
||||||
Gain on disposal, net of tax (Note 3)
|
|
(59
|
)
|
|
(435
|
)
|
|
—
|
|
|||
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs
|
|
1,217
|
|
|
1,384
|
|
|
1,700
|
|
|||
Impairment of assets and related charges
|
|
—
|
|
|
—
|
|
|
2,399
|
|
|||
Pension trust contributions
|
|
(500
|
)
|
|
(1,250
|
)
|
|
—
|
|
|||
Retirement benefits, net of payments
|
|
(108
|
)
|
|
(137
|
)
|
|
29
|
|
|||
Pension and OPEB mark-to-market adjustment
|
|
676
|
|
|
144
|
|
|
141
|
|
|||
Deferred income taxes and investment tax credits, net
|
|
252
|
|
|
485
|
|
|
839
|
|
|||
Asset removal costs charged to income
|
|
28
|
|
|
42
|
|
|
22
|
|
|||
Unrealized (gain) loss on derivative transactions
|
|
—
|
|
|
(5
|
)
|
|
81
|
|
|||
Gain on sale of investment securities held in trusts
|
|
—
|
|
|
(9
|
)
|
|
(63
|
)
|
|||
Changes in current assets and liabilities-
|
|
|
|
|
|
|
||||||
Receivables
|
|
271
|
|
|
(248
|
)
|
|
(39
|
)
|
|||
Materials and supplies
|
|
(37
|
)
|
|
24
|
|
|
(6
|
)
|
|||
Prepaid taxes and other
|
|
10
|
|
|
(61
|
)
|
|
30
|
|
|||
Accounts payable
|
|
(49
|
)
|
|
109
|
|
|
72
|
|
|||
Accrued taxes
|
|
12
|
|
|
—
|
|
|
(9
|
)
|
|||
Accrued interest
|
|
6
|
|
|
(25
|
)
|
|
55
|
|
|||
Accrued compensation and benefits
|
|
(60
|
)
|
|
37
|
|
|
(27
|
)
|
|||
Other current liabilities
|
|
(21
|
)
|
|
(121
|
)
|
|
(35
|
)
|
|||
Other
|
|
(83
|
)
|
|
128
|
|
|
343
|
|
|||
Net cash provided from operating activities
|
|
2,467
|
|
|
1,410
|
|
|
3,808
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
New financing-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
2,300
|
|
|
1,474
|
|
|
4,675
|
|
|||
Short-term borrowings, net
|
|
—
|
|
|
950
|
|
|
—
|
|
|||
Preferred stock issuance
|
|
—
|
|
|
1,616
|
|
|
—
|
|
|||
Common stock issuance
|
|
—
|
|
|
850
|
|
|
—
|
|
|||
Redemptions and repayments-
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
(789
|
)
|
|
(2,608
|
)
|
|
(2,291
|
)
|
|||
Short-term borrowings, net
|
|
—
|
|
|
—
|
|
|
(2,375
|
)
|
|||
Tender premiums paid on debt redemptions
|
|
—
|
|
|
(89
|
)
|
|
—
|
|
|||
Preferred stock dividend payments
|
|
(6
|
)
|
|
(61
|
)
|
|
—
|
|
|||
Common stock dividend payments
|
|
(814
|
)
|
|
(711
|
)
|
|
(639
|
)
|
|||
Other
|
|
(35
|
)
|
|
(27
|
)
|
|
(72
|
)
|
|||
Net cash provided from (used for) financing activities
|
|
656
|
|
|
1,394
|
|
|
(702
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
(2,665
|
)
|
|
(2,675
|
)
|
|
(2,587
|
)
|
|||
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
|||
Proceeds from asset sales
|
|
47
|
|
|
425
|
|
|
388
|
|
|||
Sales of investment securities held in trusts
|
|
1,637
|
|
|
909
|
|
|
2,170
|
|
|||
Purchases of investment securities held in trusts
|
|
(1,675
|
)
|
|
(963
|
)
|
|
(2,268
|
)
|
|||
Notes receivable from affiliated companies
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|||
Asset removal costs
|
|
(217
|
)
|
|
(218
|
)
|
|
(172
|
)
|
|||
Other
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(2,873
|
)
|
|
(3,018
|
)
|
|
(2,723
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash, cash equivalents and restricted cash
|
|
250
|
|
|
(214
|
)
|
|
383
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
429
|
|
|
643
|
|
|
260
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
679
|
|
|
$
|
429
|
|
|
$
|
643
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Non-cash transaction: beneficial conversion feature (Note1)
|
|
$
|
—
|
|
|
$
|
296
|
|
|
$
|
—
|
|
Non-cash transaction: deemed dividend convertible preferred stock (Note 1)
|
|
$
|
—
|
|
|
$
|
(296
|
)
|
|
$
|
—
|
|
Cash paid during the year-
|
|
|
|
|
|
|
||||||
Interest (net of amounts capitalized)
|
|
$
|
960
|
|
|
$
|
1,071
|
|
|
$
|
1,039
|
|
Income taxes, net of refunds
|
|
$
|
12
|
|
|
$
|
49
|
|
|
$
|
53
|
|
•
|
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
|
•
|
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
|
•
|
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
|
•
|
A $225 million cash payment from FirstEnergy.
|
•
|
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million
|
•
|
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
|
•
|
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
|
•
|
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
|
•
|
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns excludes amounts allocated for non-deductible interest as discussed in Note 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the Intercompany Tax Allocation Agreement with the FES Debtors.
|
Net Regulatory Assets (Liabilities) by Source
|
|
December 31,
2019 |
|
December 31,
2018 |
|
Change
|
||||||
|
|
(In millions)
|
||||||||||
Regulatory transition costs
|
|
$
|
(8
|
)
|
|
$
|
49
|
|
|
$
|
(57
|
)
|
Customer payables for future income taxes
|
|
(2,605
|
)
|
|
(2,725
|
)
|
|
120
|
|
|||
Nuclear decommissioning and spent fuel disposal costs
|
|
(197
|
)
|
|
(148
|
)
|
|
(49
|
)
|
|||
Asset removal costs
|
|
(756
|
)
|
|
(787
|
)
|
|
31
|
|
|||
Deferred transmission costs
|
|
298
|
|
|
170
|
|
|
128
|
|
|||
Deferred generation costs
|
|
214
|
|
|
202
|
|
|
12
|
|
|||
Deferred distribution costs
|
|
155
|
|
|
208
|
|
|
(53
|
)
|
|||
Contract valuations
|
|
51
|
|
|
72
|
|
|
(21
|
)
|
|||
Storm-related costs
|
|
551
|
|
|
500
|
|
|
51
|
|
|||
Other
|
|
36
|
|
|
52
|
|
|
(16
|
)
|
|||
Net Regulatory Liabilities included on the Consolidated Balance Sheets
|
|
$
|
(2,261
|
)
|
|
$
|
(2,407
|
)
|
|
$
|
146
|
|
Regulatory Assets by Source Not Earning a Current Return
|
|
December 31,
2019 |
|
December 31,
2018 |
|
Change
|
||||||
|
|
|
|
(in millions)
|
|
|
||||||
Regulatory transition costs
|
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
Deferred transmission costs
|
|
27
|
|
|
80
|
|
|
(53
|
)
|
|||
Deferred generation costs
|
|
15
|
|
|
8
|
|
|
7
|
|
|||
Storm-related costs
|
|
471
|
|
|
363
|
|
|
108
|
|
|||
Other
|
|
25
|
|
|
42
|
|
|
(17
|
)
|
|||
Regulatory Assets Not Earning a Current Return
|
|
$
|
545
|
|
|
$
|
503
|
|
|
$
|
42
|
|
Customer Receivables
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
(In millions)
|
||||||
Billed
|
|
$
|
564
|
|
|
$
|
686
|
|
Unbilled
|
|
527
|
|
|
535
|
|
||
Total
|
|
$
|
1,091
|
|
|
$
|
1,221
|
|
•
|
preferred stock dividends,
|
•
|
deemed dividends for the amortization of the beneficial conversion feature recognized at issuance of the preferred stock (if any), and
|
•
|
an allocation of undistributed earnings between the common stock and the participating securities (convertible preferred stock) based on their respective rights to receive dividends.
|
|
|
Year Ended December 31,
|
||||||||||
Reconciliation of Basic and Diluted EPS of Common Stock
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
||||||||
(In millions, except per share amounts)
|
|
|
|
|
|
|
||||||
EPS of Common Stock
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
904
|
|
|
$
|
1,022
|
|
|
$
|
(289
|
)
|
Less: Preferred dividends
|
|
(3
|
)
|
|
(71
|
)
|
|
—
|
|
|||
Less: Amortization of beneficial conversion feature
|
|
—
|
|
|
(296
|
)
|
|
—
|
|
|||
Less: Undistributed earnings allocated to preferred stockholders(1)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations available to common stockholders
|
|
900
|
|
|
655
|
|
|
(289
|
)
|
|||
Discontinued operations, net of tax
|
|
8
|
|
|
326
|
|
|
(1,435
|
)
|
|||
Less: Undistributed earnings allocated to preferred stockholders (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations available to common stockholders
|
|
8
|
|
|
326
|
|
|
(1,435
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) attributable to common stockholders, basic
|
|
$
|
908
|
|
|
$
|
981
|
|
|
$
|
(1,724
|
)
|
|
|
|
|
|
|
|
||||||
Income allocated to preferred stockholders, preferred dilutive (2)
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) attributable to common stockholders, dilutive
|
|
$
|
912
|
|
|
$
|
981
|
|
|
$
|
(1,724
|
)
|
|
|
|
|
|
|
|
||||||
Share Count information:
|
|
|
|
|
|
|
||||||
Weighted average number of basic shares outstanding
|
|
535
|
|
|
492
|
|
|
444
|
|
|||
Assumed exercise of dilutive stock options and awards
|
|
3
|
|
|
2
|
|
|
—
|
|
|||
Assumed conversion of preferred stock
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of diluted shares outstanding
|
|
542
|
|
|
494
|
|
|
444
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) attributable to common stockholders, per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations, basic
|
|
$
|
1.69
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
Discontinued operations, basic
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|||
Income (loss) attributable to common stockholders, basic
|
|
$
|
1.70
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
|
|
|
|
|
|
|
||||||
Income from continuing operations, diluted
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
|
$
|
(0.65
|
)
|
Discontinued operations, diluted
|
|
0.01
|
|
|
0.66
|
|
|
(3.23
|
)
|
|||
Income (loss) attributable to common stockholders, diluted
|
|
$
|
1.68
|
|
|
$
|
1.99
|
|
|
$
|
(3.88
|
)
|
(1)
|
Undistributed earnings were not allocated to participating securities for the year ended December 31, 2018, as income from continuing operations less dividends declared (common and preferred) and deemed dividends were a net loss. Undistributed earning allocated to participating securities for the year ended December 31, 2019 were immaterial.
|
(2)
|
The shares of common stock issuable upon conversion of the preferred shares (26 million shares) were not included for 2018 as their inclusion would be anti-dilutive to basic EPS from continuing operations. Amounts allocated to preferred stockholders of $4 million for the year ended December 31,2019 are included within Income from continuing operations available to common stockholders for diluted earnings.
|
|
|
December 31, 2019
|
||||||||||||||||||
Property, Plant and Equipment
|
|
In Service(1)
|
|
Accum. Depr.
|
|
Net Plant
|
|
CWIP
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Regulated Distribution
|
|
$
|
28,735
|
|
|
$
|
(8,540
|
)
|
|
$
|
20,195
|
|
|
$
|
744
|
|
|
$
|
20,939
|
|
Regulated Transmission
|
|
12,023
|
|
|
(2,383
|
)
|
|
9,640
|
|
|
526
|
|
|
10,166
|
|
|||||
Corporate/Other
|
|
1,009
|
|
|
(504
|
)
|
|
505
|
|
|
40
|
|
|
545
|
|
|||||
Total
|
|
$
|
41,767
|
|
|
$
|
(11,427
|
)
|
|
$
|
30,340
|
|
|
$
|
1,310
|
|
|
$
|
31,650
|
|
|
|
December 31, 2018
|
||||||||||||||||||
Property, Plant and Equipment
|
|
In Service(1)
|
|
Accum. Depr.
|
|
Net Plant
|
|
CWIP
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Regulated Distribution
|
|
$
|
27,520
|
|
|
$
|
(8,132
|
)
|
|
$
|
19,388
|
|
|
$
|
628
|
|
|
$
|
20,016
|
|
Regulated Transmission
|
|
11,041
|
|
|
(2,210
|
)
|
|
8,831
|
|
|
545
|
|
|
9,376
|
|
|||||
Corporate/Other
|
|
908
|
|
|
(451
|
)
|
|
457
|
|
|
62
|
|
|
519
|
|
|||||
Total
|
|
$
|
39,469
|
|
|
$
|
(10,793
|
)
|
|
$
|
28,676
|
|
|
$
|
1,235
|
|
|
$
|
29,911
|
|
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Consolidated
|
||||||
|
|
(In millions)
|
||||||||||
Goodwill
|
|
$
|
5,004
|
|
|
$
|
614
|
|
|
$
|
5,618
|
|
•
|
Ohio Securitization - In June 2013, SPEs formed by the Ohio Companies issued approximately $445 million of pass-through trust certificates supported by phase-in recovery bonds to securitize the recovery of certain all electric customer heating discounts, fuel and purchased power regulatory assets.
|
•
|
JCP&L Securitization - JCP&L Transition Funding II sold transition bonds to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS.
|
•
|
MP and PE Environmental Funding Companies - Bankruptcy remote, special purpose limited liability companies that are indirect subsidiaries of MP and PE which issued environmental control bonds.
|
•
|
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 ventures economic performance. FEV's ownership interest is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $28 million.
|
•
|
PATH WV - PATH, a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012, 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. As of December 31, 2019, the carrying value of the equity method investment was $18 million.
|
•
|
Purchase Power Agreements - FirstEnergy evaluated its PPAs 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.
|
•
|
FES and FENOC - As a result of the Chapter 11 bankruptcy filing discussed in Note 3, "Discontinued Operations," FE evaluated its investments in FES and FENOC and determined they are VIEs. FE is not the primary beneficiary because it lacks a controlling interest in FES and FENOC, which are subject to the jurisdiction of the Bankruptcy Court as of March 31, 2018. The carrying values of the equity investments in FES and FENOC were zero at December 31, 2019.
|
Revenues by Type of Service
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Corporate/Other and Reconciling Adjustments (1)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Distribution services(2)
|
|
$
|
5,133
|
|
|
$
|
—
|
|
|
$
|
(83
|
)
|
|
$
|
5,050
|
|
Retail generation
|
|
3,727
|
|
|
—
|
|
|
(57
|
)
|
|
3,670
|
|
||||
Wholesale sales(2)
|
|
411
|
|
|
—
|
|
|
12
|
|
|
423
|
|
||||
Transmission(2)
|
|
—
|
|
|
1,510
|
|
|
—
|
|
|
1,510
|
|
||||
Other
|
|
150
|
|
|
—
|
|
|
2
|
|
|
152
|
|
||||
Total revenues from contracts with customers
|
|
$
|
9,421
|
|
|
$
|
1,510
|
|
|
$
|
(126
|
)
|
|
$
|
10,805
|
|
ARP
|
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||
Other non-customer revenue
|
|
96
|
|
|
16
|
|
|
(63
|
)
|
|
49
|
|
||||
Total revenues
|
|
$
|
9,698
|
|
|
$
|
1,526
|
|
|
$
|
(189
|
)
|
|
$
|
11,035
|
|
Revenues by Type of Service
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Corporate/Other and Reconciling Adjustments (1)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Distribution services(2)
|
|
$
|
5,159
|
|
|
$
|
—
|
|
|
$
|
(104
|
)
|
|
$
|
5,055
|
|
Retail generation
|
|
3,936
|
|
|
—
|
|
|
(54
|
)
|
|
3,882
|
|
||||
Wholesale sales(2)
|
|
502
|
|
|
—
|
|
|
22
|
|
|
524
|
|
||||
Transmission(2)
|
|
—
|
|
|
1,335
|
|
|
—
|
|
|
1,335
|
|
||||
Other
|
|
144
|
|
|
—
|
|
|
4
|
|
|
148
|
|
||||
Total revenues from contracts with customers
|
|
$
|
9,741
|
|
|
$
|
1,335
|
|
|
$
|
(132
|
)
|
|
$
|
10,944
|
|
ARP
|
|
254
|
|
|
—
|
|
|
—
|
|
|
254
|
|
||||
Other non-customer revenue
|
|
108
|
|
|
18
|
|
|
(63
|
)
|
|
63
|
|
||||
Total revenues
|
|
$
|
10,103
|
|
|
$
|
1,353
|
|
|
$
|
(195
|
)
|
|
$
|
11,261
|
|
|
|
For the Years Ended December 31,
|
||||||
Revenues by Customer Class
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Residential
|
|
$
|
5,412
|
|
|
$
|
5,598
|
|
Commercial
|
|
2,252
|
|
|
2,350
|
|
||
Industrial
|
|
1,106
|
|
|
1,056
|
|
||
Other
|
|
90
|
|
|
91
|
|
||
Total
|
|
$
|
8,860
|
|
|
$
|
9,095
|
|
|
|
For the Years Ended December 31,
|
||||||
Transmission Owner
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
ATSI
|
|
$
|
754
|
|
|
$
|
664
|
|
TrAIL
|
|
242
|
|
|
237
|
|
||
MAIT
|
|
224
|
|
|
150
|
|
||
Other
|
|
290
|
|
|
284
|
|
||
Total Revenues
|
|
$
|
1,510
|
|
|
$
|
1,335
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018 (3)
|
|
2017 (3)
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
188
|
|
|
$
|
989
|
|
|
$
|
3,055
|
|
Fuel
|
|
(140
|
)
|
|
(304
|
)
|
|
(879
|
)
|
|||
Purchased power
|
|
—
|
|
|
(84
|
)
|
|
(268
|
)
|
|||
Other operating expenses
|
|
(63
|
)
|
|
(435
|
)
|
|
(1,499
|
)
|
|||
Provision for depreciation
|
|
—
|
|
|
(96
|
)
|
|
(109
|
)
|
|||
General taxes
|
|
(14
|
)
|
|
(35
|
)
|
|
(103
|
)
|
|||
Impairment of assets(1)
|
|
—
|
|
|
—
|
|
|
(2,358
|
)
|
|||
Pleasants economic interest(2)
|
|
27
|
|
|
—
|
|
|
—
|
|
|||
Other expense, net
|
|
(2
|
)
|
|
(83
|
)
|
|
(94
|
)
|
|||
Loss from discontinued operations, before tax
|
|
(4
|
)
|
|
(48
|
)
|
|
(2,255
|
)
|
|||
Income tax expense (benefit)
|
|
47
|
|
|
61
|
|
|
(820
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
(51
|
)
|
|
(109
|
)
|
|
(1,435
|
)
|
|||
Gain on disposal of FES and FENOC, net of tax
|
|
59
|
|
|
435
|
|
|
—
|
|
|||
Income (Loss) from discontinued operations
|
|
$
|
8
|
|
|
$
|
326
|
|
|
$
|
(1,435
|
)
|
|
|
For the Years Ended December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Removal of investment in FES and FENOC
|
|
$
|
—
|
|
|
$
|
2,193
|
|
Assumption of benefit obligations retained at FE
|
|
—
|
|
|
(820
|
)
|
||
Guarantees and credit support provided by FE
|
|
—
|
|
|
(139
|
)
|
||
Reserve on receivables and allocated pension/OPEB mark-to-market
|
|
—
|
|
|
(914
|
)
|
||
Settlement consideration and services credit
|
|
7
|
|
|
(1,197
|
)
|
||
Loss on disposal of FES and FENOC, before tax
|
|
7
|
|
|
(877
|
)
|
||
Income tax benefit, including estimated worthless stock deduction
|
|
52
|
|
|
1,312
|
|
||
Gain on disposal of FES and FENOC, net of tax
|
|
$
|
59
|
|
|
$
|
435
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Income from discontinued operations
|
|
$
|
8
|
|
|
$
|
326
|
|
|
$
|
(1,435
|
)
|
Gain on disposal, net of tax
|
|
(59
|
)
|
|
(435
|
)
|
|
—
|
|
|||
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs
|
|
—
|
|
|
110
|
|
|
333
|
|
|||
Deferred income taxes and investment tax credits, net
|
|
47
|
|
|
61
|
|
|
(842
|
)
|
|||
Unrealized (gain) loss on derivative transactions
|
|
—
|
|
|
(10
|
)
|
|
81
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property additions
|
|
—
|
|
|
(27
|
)
|
|
(317
|
)
|
|||
Nuclear fuel
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
|||
Sales of investment securities held in trusts
|
|
—
|
|
|
109
|
|
|
940
|
|
|||
Purchases of investment securities held in trusts
|
|
—
|
|
|
(122
|
)
|
|
(999
|
)
|
|
|
Gains & Losses on Cash Flow Hedges (1)
|
|
Unrealized Gains on AFS Securities
|
|
Defined Benefit Pension & OPEB Plans
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
AOCI Balance, January 1, 2017
|
|
$
|
(28
|
)
|
|
$
|
52
|
|
|
$
|
150
|
|
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
85
|
|
|
(11
|
)
|
|
74
|
|
||||
Amounts reclassified from AOCI
|
|
10
|
|
|
(63
|
)
|
|
(74
|
)
|
|
(127
|
)
|
||||
Other comprehensive income (loss)
|
|
10
|
|
|
22
|
|
|
(85
|
)
|
|
(53
|
)
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
4
|
|
|
7
|
|
|
(32
|
)
|
|
(21
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
6
|
|
|
15
|
|
|
(53
|
)
|
|
(32
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2017
|
|
$
|
(22
|
)
|
|
$
|
67
|
|
|
$
|
97
|
|
|
$
|
142
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
(97
|
)
|
|
(9
|
)
|
|
(106
|
)
|
||||
Amounts reclassified from AOCI
|
|
8
|
|
|
(1
|
)
|
|
(74
|
)
|
|
(67
|
)
|
||||
Deconsolidation of FES and FENOC
|
|
13
|
|
|
(8
|
)
|
|
—
|
|
|
5
|
|
||||
Other comprehensive income (loss)
|
|
21
|
|
|
(106
|
)
|
|
(83
|
)
|
|
(168
|
)
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
10
|
|
|
(39
|
)
|
|
(38
|
)
|
|
(67
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
11
|
|
|
(67
|
)
|
|
(45
|
)
|
|
(101
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
AOCI Balance, December 31, 2018
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Amounts reclassified from AOCI
|
|
2
|
|
|
—
|
|
|
(29
|
)
|
|
(27
|
)
|
||||
Other comprehensive income (loss)
|
|
2
|
|
|
—
|
|
|
(31
|
)
|
|
(29
|
)
|
||||
Income tax (benefits) on other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
2
|
|
|
—
|
|
|
(23
|
)
|
|
(21
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
AOCI Balance, December 31, 2019
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
OPEB
|
||||||||||||
Obligations and Funded Status - Qualified and Non-Qualified Plans
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation as of January 1
|
|
$
|
9,462
|
|
|
$
|
10,167
|
|
|
$
|
608
|
|
|
$
|
731
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
193
|
|
|
224
|
|
|
3
|
|
|
5
|
|
||||
Interest cost
|
|
373
|
|
|
372
|
|
|
22
|
|
|
25
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
||||
Plan amendments
|
|
2
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Special termination benefits
|
|
14
|
|
|
31
|
|
|
—
|
|
|
8
|
|
||||
Medicare retiree drug subsidy
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Annuity purchase
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
|
1,535
|
|
|
(710
|
)
|
|
64
|
|
|
(121
|
)
|
||||
Benefits paid
|
|
(529
|
)
|
|
(498
|
)
|
|
(48
|
)
|
|
(49
|
)
|
||||
Benefit obligation as of December 31
|
|
$
|
11,050
|
|
|
$
|
9,462
|
|
|
$
|
654
|
|
|
$
|
608
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
|
$
|
6,984
|
|
|
$
|
6,704
|
|
|
$
|
408
|
|
|
$
|
439
|
|
Actual return on plan assets
|
|
1,419
|
|
|
(363
|
)
|
|
73
|
|
|
(8
|
)
|
||||
Annuity purchase
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
|
521
|
|
|
1,270
|
|
|
21
|
|
|
22
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
||||
Benefits paid
|
|
(529
|
)
|
|
(498
|
)
|
|
(48
|
)
|
|
(48
|
)
|
||||
Fair value of plan assets as of December 31
|
|
$
|
8,395
|
|
|
$
|
6,984
|
|
|
$
|
458
|
|
|
$
|
408
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded Status:
|
|
|
|
|
|
|
|
|
||||||||
Qualified plan
|
|
$
|
(2,203
|
)
|
|
$
|
(2,093
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified plans
|
|
(452
|
)
|
|
(385
|
)
|
|
—
|
|
|
—
|
|
||||
Funded Status (Net liability as of December 31)
|
|
$
|
(2,655
|
)
|
|
$
|
(2,478
|
)
|
|
$
|
(196
|
)
|
|
$
|
(200
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$
|
10,439
|
|
|
$
|
8,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in AOCI:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (credit)
|
|
$
|
24
|
|
|
$
|
30
|
|
|
$
|
(85
|
)
|
|
$
|
(121
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Assumptions Used to Determine Benefit Obligations
|
|
|
|
|
|
|
|
|
||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
3.34
|
%
|
|
4.44
|
%
|
|
3.18
|
%
|
|
4.30
|
%
|
||||
Rate of compensation increase
|
|
4.10
|
%
|
|
4.10
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Cash balance weighted average interest crediting rate
|
|
2.57
|
%
|
|
3.34
|
%
|
|
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
|
|
|
2028
|
|
|
2028
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Allocation of Plan Assets (as of December 31)
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
29
|
%
|
|
34
|
%
|
|
54
|
%
|
|
48
|
%
|
||||
Fixed Income
|
|
36
|
%
|
|
34
|
%
|
|
30
|
%
|
|
35
|
%
|
||||
Hedge funds
|
|
9
|
%
|
|
11
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Insurance-linked securities
|
|
2
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Real estate funds
|
|
7
|
%
|
|
10
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Derivatives
|
|
—
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Private equity funds
|
|
4
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Cash and short-term securities
|
|
13
|
%
|
|
5
|
%
|
|
16
|
%
|
|
17
|
%
|
||||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Components of Net Periodic Benefit Costs for the Years Ended December 31,
|
|
Pension
|
|
OPEB
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
|
$
|
193
|
|
|
$
|
224
|
|
|
$
|
208
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
|
373
|
|
|
372
|
|
|
390
|
|
|
22
|
|
|
25
|
|
|
27
|
|
||||||
Expected return on plan assets
|
|
(540
|
)
|
|
(574
|
)
|
|
(448
|
)
|
|
(29
|
)
|
|
(31
|
)
|
|
(30
|
)
|
||||||
Amortization of prior service costs (credits)
|
|
7
|
|
|
7
|
|
|
7
|
|
|
(36
|
)
|
|
(81
|
)
|
|
(81
|
)
|
||||||
Special termination costs (1)
|
|
14
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||
Pension & OPEB mark-to-market adjustment
|
|
656
|
|
|
227
|
|
|
108
|
|
|
20
|
|
|
(82
|
)
|
|
13
|
|
||||||
Net periodic benefit costs (credits)
|
|
$
|
703
|
|
|
$
|
287
|
|
|
$
|
265
|
|
|
$
|
(20
|
)
|
|
$
|
(156
|
)
|
|
$
|
(66
|
)
|
Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31,*
|
|
Pension
|
|
OPEB
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Weighted-average discount rate
|
|
4.44
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
|
4.30
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
Expected long-term return on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Rate of compensation increase
|
|
4.10
|
%
|
|
4.20
|
%
|
|
4.20
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
December 31, 2019
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
1,069
|
|
|
$
|
—
|
|
|
$
|
1,069
|
|
|
13
|
%
|
Equities
|
|
1,532
|
|
|
828
|
|
|
—
|
|
|
2,360
|
|
|
29
|
%
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporate bonds
|
|
—
|
|
|
2,064
|
|
|
—
|
|
|
2,064
|
|
|
25
|
%
|
||||
Other(3)
|
|
—
|
|
|
880
|
|
|
—
|
|
|
880
|
|
|
11
|
%
|
||||
Alternatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
%
|
||||
Total (1)
|
|
$
|
1,492
|
|
|
$
|
4,841
|
|
|
$
|
—
|
|
|
$
|
6,333
|
|
|
78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Private equity funds (2)
|
|
|
|
|
|
|
|
342
|
|
|
4
|
%
|
|||||||
Insurance-linked securities (2)
|
|
|
|
|
|
|
|
186
|
|
|
2
|
%
|
|||||||
Hedge funds (2)
|
|
|
|
|
|
|
|
774
|
|
|
9
|
%
|
|||||||
Real estate funds (2)
|
|
|
|
|
|
|
|
584
|
|
|
7
|
%
|
|||||||
Total Investments
|
|
|
|
|
|
|
|
$
|
8,219
|
|
|
100
|
%
|
(1)
|
Excludes $176 million as of December 31, 2019, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
(2)
|
Net Asset Value used as a practical expedient to approximate fair value.
|
(3)
|
Includes insurance annuities, bank loans and emerging markets debt.
|
|
|
December 31, 2018
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
342
|
|
|
5
|
%
|
Equities
|
|
1,115
|
|
|
1,256
|
|
|
—
|
|
|
2,371
|
|
|
34
|
%
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Government bonds
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
|
1
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
1,674
|
|
|
—
|
|
|
1,674
|
|
|
23
|
%
|
||||
Other(4)
|
|
—
|
|
|
667
|
|
|
—
|
|
|
667
|
|
|
10
|
%
|
||||
Alternatives:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivatives
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
2
|
%
|
||||
Total (1)
|
|
$
|
1,223
|
|
|
$
|
3,998
|
|
|
$
|
—
|
|
|
$
|
5,221
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Private equity funds (2)
|
|
|
|
|
|
|
|
143
|
|
|
2
|
%
|
|||||||
Insurance-linked securities (2)
|
|
|
|
|
|
|
|
108
|
|
|
2
|
%
|
|||||||
Hedge funds (3)
|
|
|
|
|
|
|
|
779
|
|
|
11
|
%
|
|||||||
Real estate funds (3)
|
|
|
|
|
|
|
|
665
|
|
|
10
|
%
|
|||||||
Total Investments
|
|
|
|
|
|
|
|
|
|
|
$
|
6,916
|
|
|
100
|
%
|
(1)
|
Excludes $68 million as of December 31, 2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
(2)
|
Net asset value used as a practical expedient to approximate fair value.
|
(3)
|
The classification of Level 2 and 3 assets from the prior year, $779 million and $665 million, respectively, was adjusted in the current year presentation and included outside of the fair value hierarchy table as of December 31, 2018, as investments for which Net Asset Value is used as a practical expedient to approximate fair value in accordance with ASU 2015-07 "Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)".
|
(4)
|
Includes insurance annuities, bank loans and emerging markets debt.
|
|
|
December 31, 2019
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
16
|
%
|
Equity investment:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
246
|
|
|
—
|
|
|
—
|
|
|
246
|
|
|
54
|
%
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Government bonds
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|
22
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|
7
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
1
|
%
|
||||
Total (1)
|
|
$
|
246
|
|
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
457
|
|
|
100
|
%
|
|
|
December 31, 2018
|
|
Asset Allocation
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||
|
|
(In millions)
|
|
|
|||||||||||||||
Cash and short-term securities
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
17
|
%
|
Equity investment:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
48
|
%
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Government bonds
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
|
26
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
8
|
%
|
||||
Mortgage-backed securities (non-government)
|
|
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
1
|
%
|
||||
Total (1)
|
|
$
|
196
|
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
410
|
|
|
100
|
%
|
Target Asset Allocations
|
||||||
|
|
2019
|
|
2018
|
||
Equities
|
|
38
|
%
|
|
38
|
%
|
Fixed income
|
|
30
|
%
|
|
30
|
%
|
Hedge funds
|
|
8
|
%
|
|
8
|
%
|
Real estate
|
|
10
|
%
|
|
10
|
%
|
Alternative investments
|
|
8
|
%
|
|
8
|
%
|
Cash
|
|
6
|
%
|
|
6
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
OPEB
|
||||||||
|
|
Pension
|
|
Benefit Payments
|
|
Subsidy Receipts
|
||||||
|
|
(In millions)
|
||||||||||
2020
|
|
$
|
547
|
|
|
$
|
52
|
|
|
$
|
(1
|
)
|
2021
|
|
564
|
|
|
49
|
|
|
(1
|
)
|
|||
2022
|
|
573
|
|
|
48
|
|
|
(1
|
)
|
|||
2023
|
|
586
|
|
|
47
|
|
|
(1
|
)
|
|||
2024
|
|
593
|
|
|
46
|
|
|
(1
|
)
|
|||
Years 2025-2029
|
|
3,099
|
|
|
208
|
|
|
(3
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
Stock-based Compensation Plan
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
Restricted Stock Units
|
|
$
|
73
|
|
|
$
|
102
|
|
|
$
|
49
|
|
Restricted Stock
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
401(k) Savings Plan
|
|
33
|
|
|
33
|
|
|
42
|
|
|||
EDCP & DCPD
|
|
9
|
|
|
7
|
|
|
6
|
|
|||
Total
|
|
$
|
116
|
|
|
$
|
143
|
|
|
$
|
98
|
|
Stock-based compensation costs capitalized
|
|
$
|
54
|
|
|
$
|
60
|
|
|
$
|
37
|
|
Restricted Stock Unit Activity
|
|
Shares
(in millions)
|
|
Weighted-Average Grant Date Fair Value (per share)
|
|||
Nonvested as of January 1, 2019
|
|
3.3
|
|
|
$
|
33.78
|
|
Granted in 2019
|
|
1.9
|
|
|
41.23
|
|
|
Forfeited in 2019
|
|
(0.4
|
)
|
|
37.23
|
|
|
Vested in 2019(1)
|
|
(2.2
|
)
|
|
40.73
|
|
|
Nonvested as of December 31, 2019
|
|
2.6
|
|
|
$
|
36.20
|
|
Stock Option Activity
|
|
Number of Shares
(in millions)
|
|
Weighted Average Exercise Price (per share)
|
|||
Balance, January 1, 2019 (all options exercisable)
|
|
0.8
|
|
|
$
|
37.37
|
|
Options exercised
|
|
(0.6
|
)
|
|
37.26
|
|
|
Options forfeited
|
|
(0.1
|
)
|
|
37.72
|
|
|
Balance, December 31, 2019 (all options exercisable)
|
|
0.1
|
|
|
$
|
37.75
|
|
•
|
Reduction of the corporate federal income tax rate from 35% to 21%, effective in 2018;
|
•
|
Full expensing of qualified property, excluding rate regulated utilities, through 2022 with a phase down beginning in 2023;
|
•
|
Limitations on interest deductions with an exception for rate regulated utilities, effective in 2018;
|
•
|
Limitation of the utilization of federal NOLs arising after December 31, 2017 to 80% of taxable income with an indefinite carryforward;
|
•
|
Repeal of the corporate AMT and allowing taxpayers to claim a refund on any AMT credit carryovers.
|
|
|
For the Years Ended December 31,
|
||||||||||
INCOME TAXES(1)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
Currently payable (receivable)-
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(16
|
)
|
|
$
|
(16
|
)
|
|
$
|
14
|
|
State(2)
|
|
24
|
|
|
17
|
|
|
20
|
|
|||
|
|
8
|
|
|
1
|
|
|
34
|
|
|||
Deferred, net-
|
|
|
|
|
|
|
||||||
Federal(3)
|
|
150
|
|
|
252
|
|
|
1,647
|
|
|||
State(4)
|
|
60
|
|
|
243
|
|
|
40
|
|
|||
|
|
210
|
|
|
495
|
|
|
1,687
|
|
|||
Investment tax credit amortization
|
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Total income taxes
|
|
$
|
213
|
|
|
$
|
490
|
|
|
$
|
1,715
|
|
(1)
|
Income Taxes on Income from Continuing Operations.
|
(2)
|
Excludes $1 million and $22 million of state tax expense associated with discontinued operations for the years ended December 31, 2018 and 2017, respectively.
|
(3)
|
Excludes $(9) million, $(1.3) billion and $(771) million of federal tax benefit associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(4)
|
Excludes $4 million, $12 million and $(69) million of state tax expense (benefit) associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
|
|
|
|
|
|
||||||
Income from Continuing Operations, before income taxes
|
$
|
1,117
|
|
|
$
|
1,512
|
|
|
$
|
1,426
|
|
Federal income tax expense at statutory rate (21%, 21%, and 35% for 2019, 2018, and 2017, respectively)
|
$
|
235
|
|
|
$
|
318
|
|
|
$
|
499
|
|
Increases (reductions) in taxes resulting from-
|
|
|
|
|
|
||||||
State income taxes, net of federal tax benefit
|
96
|
|
|
90
|
|
|
40
|
|
|||
AFUDC equity and other flow-through
|
(36
|
)
|
|
(31
|
)
|
|
(15
|
)
|
|||
Amortization of investment tax credits
|
(5
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
ESOP dividend
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Remeasurement of deferred taxes
|
—
|
|
|
24
|
|
|
1,193
|
|
|||
WV unitary group remeasurement
|
—
|
|
|
126
|
|
|
—
|
|
|||
Excess deferred tax amortization due to the Tax Act
|
(74
|
)
|
|
(60
|
)
|
|
—
|
|
|||
Uncertain tax positions
|
(11
|
)
|
|
2
|
|
|
(3
|
)
|
|||
Valuation allowances
|
5
|
|
|
21
|
|
|
11
|
|
|||
Other, net
|
6
|
|
|
8
|
|
|
1
|
|
|||
Total income taxes
|
$
|
213
|
|
|
$
|
490
|
|
|
$
|
1,715
|
|
Effective income tax rate
|
19.1
|
%
|
|
32.4
|
%
|
|
120.3
|
%
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In millions)
|
||||||
Property basis differences
|
|
$
|
5,037
|
|
|
$
|
4,737
|
|
Pension and OPEB
|
|
(698
|
)
|
|
(629
|
)
|
||
TMI-2 nuclear decommissioning
|
|
89
|
|
|
82
|
|
||
AROs
|
|
(226
|
)
|
|
(215
|
)
|
||
Regulatory asset/liability
|
|
445
|
|
|
414
|
|
||
Deferred compensation
|
|
(154
|
)
|
|
(170
|
)
|
||
Estimated worthless stock deduction
|
|
(1,007
|
)
|
|
(1,004
|
)
|
||
Loss carryforwards and AMT credits
|
|
(836
|
)
|
|
(899
|
)
|
||
Valuation reserve
|
|
441
|
|
|
394
|
|
||
All other
|
|
(242
|
)
|
|
(208
|
)
|
||
Net deferred income tax liability
|
|
$
|
2,849
|
|
|
$
|
2,502
|
|
Expiration Period
|
|
State
|
|
Local
|
||||
|
|
(In millions)
|
||||||
2020-2024
|
|
$
|
1,844
|
|
|
$
|
1,081
|
|
2025-2029
|
|
1,652
|
|
|
—
|
|
||
2030-2034
|
|
1,265
|
|
|
—
|
|
||
2035-2039
|
|
886
|
|
|
—
|
|
||
Indefinite
|
|
67
|
|
|
—
|
|
||
|
|
$
|
5,714
|
|
|
$
|
1,081
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
KWH excise
|
|
$
|
191
|
|
|
$
|
198
|
|
|
$
|
188
|
|
State gross receipts
|
|
185
|
|
|
192
|
|
|
184
|
|
|||
Real and personal property
|
|
504
|
|
|
478
|
|
|
452
|
|
|||
Social security and unemployment
|
|
100
|
|
|
103
|
|
|
96
|
|
|||
Other
|
|
28
|
|
|
22
|
|
|
20
|
|
|||
Total general taxes
|
|
$
|
1,008
|
|
|
$
|
993
|
|
|
$
|
940
|
|
|
|
For the Year Ended December 31, 2019
|
||||||||||||||
(In millions)
|
|
Vehicles
|
|
Buildings
|
|
Other
|
|
Total
|
||||||||
Operating lease costs (1)
|
|
$
|
28
|
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
||||||||
Finance lease costs:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of right-of-use assets
|
|
15
|
|
|
1
|
|
|
1
|
|
|
17
|
|
||||
Interest on lease liabilities
|
|
3
|
|
|
3
|
|
|
—
|
|
|
6
|
|
||||
Total finance lease cost
|
|
18
|
|
|
4
|
|
|
1
|
|
|
23
|
|
||||
Total lease cost
|
|
$
|
46
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
72
|
|
(In millions)
|
|
For the Year Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
29
|
|
Operating cash flows from finance leases
|
|
5
|
|
|
Finance cash flows from finance leases
|
|
25
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
83
|
|
Finance leases
|
|
3
|
|
|
|
As of December 31, 2019
|
|
Weighted-average remaining lease terms (years)
|
|
|
|
Operating leases
|
|
9.42
|
|
Finance leases
|
|
4.62
|
|
|
|
|
|
Weighted-average discount rate (1)
|
|
|
|
Operating leases
|
|
4.51
|
%
|
Finance leases
|
|
10.45
|
%
|
(In millions)
|
|
Financial Statement Line Item
|
|
As of December 31, 2019
|
||
|
|
|
|
|
||
Assets
|
|
|
|
|
||
Operating lease assets, net of accumulated amortization of $23 million
|
|
Deferred charges and other assets
|
|
$
|
231
|
|
Finance lease assets, net of accumulated amortization of $90 million
|
|
Property, plant and equipment
|
|
73
|
|
|
Total leased assets
|
|
|
|
$
|
304
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Current:
|
|
|
|
|
||
Operating
|
|
Other current liabilities
|
|
$
|
32
|
|
Finance
|
|
Currently payable long-term debt
|
|
15
|
|
|
|
|
|
|
|
||
Noncurrent:
|
|
|
|
|
||
Operating
|
|
Other noncurrent liabilities
|
|
241
|
|
|
Finance
|
|
Long-term debt and other long-term obligations
|
|
45
|
|
|
Total leased liabilities
|
|
|
|
$
|
333
|
|
(In millions)
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
40
|
|
|
$
|
20
|
|
|
$
|
60
|
|
2021
|
|
40
|
|
|
17
|
|
|
57
|
|
|||
2022
|
|
40
|
|
|
15
|
|
|
55
|
|
|||
2023
|
|
36
|
|
|
8
|
|
|
44
|
|
|||
2024
|
|
29
|
|
|
4
|
|
|
33
|
|
|||
Thereafter
|
|
154
|
|
|
16
|
|
|
170
|
|
|||
Total lease payments (1)
|
|
339
|
|
|
80
|
|
|
419
|
|
|||
Less imputed interest
|
|
(66
|
)
|
|
(20
|
)
|
|
(86
|
)
|
|||
Total net present value
|
|
$
|
273
|
|
|
$
|
60
|
|
|
$
|
333
|
|
Capital Leases
|
|
|
||
|
|
(In millions)
|
||
2019
|
|
$
|
24
|
|
2020
|
|
19
|
|
|
2021
|
|
16
|
|
|
2022
|
|
13
|
|
|
2023
|
|
8
|
|
|
Years thereafter
|
|
16
|
|
|
Total minimum lease payments
|
|
96
|
|
|
Interest portion
|
|
(23
|
)
|
|
Present value of net minimum lease payments
|
|
73
|
|
|
Less current portion
|
|
18
|
|
|
Noncurrent portion
|
|
$
|
55
|
|
Operating Leases
|
|
|
||
|
|
(In millions)
|
||
2019
|
|
$
|
34
|
|
2020
|
|
36
|
|
|
2021
|
|
34
|
|
|
2022
|
|
30
|
|
|
2023
|
|
28
|
|
|
Years thereafter
|
|
127
|
|
|
Total minimum lease payments
|
|
$
|
289
|
|
|
|
Intangible Assets
|
|
Amortization Expense
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Actual
|
|
Estimated
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||||||||
NUG contracts(1)
|
|
$
|
124
|
|
|
$
|
46
|
|
|
$
|
78
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
53
|
|
Coal contracts(2)
|
|
102
|
|
|
100
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
|
|
$
|
226
|
|
|
$
|
146
|
|
|
$
|
80
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
53
|
|
(1)
|
NUG contracts are subject to regulatory accounting and their amortization does not impact earnings.
|
(2)
|
The coal contracts were recorded with a regulatory offset and their amortization does not impact earnings.
|
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
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
(In millions)
|
||||||||||||||||||||||||||||||
Corporate debt securities
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
405
|
|
Derivative assets FTRs(1)
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||||
Equity securities(2)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
||||||||
Foreign government debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||||
U.S. government debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||||
U.S. state debt securities
|
—
|
|
|
271
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
||||||||
Other(3)
|
627
|
|
|
789
|
|
|
—
|
|
|
1,416
|
|
|
367
|
|
|
34
|
|
|
—
|
|
|
401
|
|
||||||||
Total assets
|
$
|
629
|
|
|
$
|
1,195
|
|
|
$
|
4
|
|
|
$
|
1,828
|
|
|
$
|
706
|
|
|
$
|
722
|
|
|
$
|
10
|
|
|
$
|
1,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities FTRs(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Derivative liabilities NUG contracts(1)
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
(45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net assets (liabilities)(4)
|
$
|
629
|
|
|
$
|
1,195
|
|
|
$
|
(13
|
)
|
|
$
|
1,811
|
|
|
$
|
706
|
|
|
$
|
722
|
|
|
$
|
(35
|
)
|
|
$
|
1,393
|
|
(1)
|
Contracts are subject to regulatory accounting treatment and changes in market values do not impact earnings.
|
(2)
|
NDT funds hold equity portfolios whose performance is benchmarked against the S&P 500 Low Volatility High Dividend Index, S&P 500 Index, MSCI World Index and MSCI AC World IMI Index.
|
(3)
|
Primarily consists of short-term cash investments.
|
(4)
|
Excludes $(16) million and $4 million as of December 31, 2019, and December 31, 2018, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
|
|
NUG Contracts(1)
|
|
FTRs(1)
|
||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
January 1, 2018 Balance
|
$
|
—
|
|
|
$
|
(79
|
)
|
|
$
|
(79
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Unrealized gain (loss)
|
—
|
|
|
2
|
|
|
2
|
|
|
8
|
|
|
1
|
|
|
9
|
|
||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
33
|
|
|
33
|
|
|
(6
|
)
|
|
3
|
|
|
(3
|
)
|
||||||
December 31, 2018 Balance
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
|
$
|
10
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
Unrealized gain (loss)
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(4
|
)
|
|
2
|
|
||||||
Settlements
|
—
|
|
|
39
|
|
|
39
|
|
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
||||||
December 31, 2019 Balance
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
(16
|
)
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
|
Fair Value, Net (In millions)
|
|
Valuation
Technique |
|
Significant Input
|
|
Range
|
|
Weighted Average
|
|
Units
|
||
FTRs
|
|
$
|
3
|
|
|
Model
|
|
RTO auction clearing prices
|
|
$0.70 to $3.40
|
|
$1.30
|
|
Dollars/MWH
|
NUG Contracts
|
|
$
|
(16
|
)
|
|
Model
|
|
Generation
Regional electricity prices |
|
400 to 330,000
$25.30 to $35.20
|
|
115,000
$26.30
|
|
MWH
Dollars/MWH |
|
|
December 31, 2019(1)
|
|
December 31, 2018(2)
|
||||||||||||||||||||||||||||
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value(3)
|
|
Cost Basis
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities
|
|
$
|
403
|
|
|
$
|
9
|
|
|
$
|
(11
|
)
|
|
$
|
401
|
|
|
$
|
714
|
|
|
$
|
2
|
|
|
$
|
(28
|
)
|
|
$
|
688
|
|
Equity securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
15
|
|
|
$
|
(16
|
)
|
|
$
|
338
|
|
(1)
|
Excludes short-term cash investments of $751 million, of which $747 million is classified as held for sale.
|
(2)
|
Excludes short-term cash investments of $20 million.
|
(3)
|
Includes $135 million classified as held for sale.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018(1)
|
|
2017(1)
|
||||||
|
|
(In millions)
|
||||||||||
Sale Proceeds
|
|
$
|
1,637
|
|
|
$
|
800
|
|
|
$
|
1,230
|
|
Realized Gains
|
|
98
|
|
|
41
|
|
|
74
|
|
|||
Realized Losses
|
|
(31
|
)
|
|
(48
|
)
|
|
(58
|
)
|
|||
Interest and Dividend Income
|
|
38
|
|
|
41
|
|
|
39
|
|
|
|
Preferred Stock
|
|
Preference Stock
|
||||||||||
|
|
Shares Authorized
|
|
Par Value
|
|
Shares Authorized
|
|
Par Value
|
||||||
FE
|
|
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, 2019
|
|
As of December 31,
|
||||||||
(Dollar amounts in millions)
|
|
Maturity Date
|
|
Interest Rate
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
|
|
|
||||
FMBs and secured notes - fixed rate
|
|
2020-2059
|
|
1.726% - 8.250%
|
|
$
|
4,741
|
|
|
$
|
4,355
|
|
Unsecured notes - fixed rate
|
|
2020-2049
|
|
2.850% - 7.375%
|
|
14,575
|
|
|
13,450
|
|
||
Unsecured notes - variable rate
|
|
2021
|
|
2.480%
|
|
750
|
|
|
500
|
|
||
Finance lease obligations
|
|
|
|
|
|
60
|
|
|
73
|
|
||
Unamortized debt discounts
|
|
|
|
|
|
(33
|
)
|
|
(39
|
)
|
||
Unamortized debt issuance costs
|
|
|
|
|
|
(103
|
)
|
|
(95
|
)
|
||
Unamortized fair value adjustments
|
|
|
|
|
|
8
|
|
|
10
|
|
||
Currently payable long-term debt
|
|
|
|
|
|
(380
|
)
|
|
(503
|
)
|
||
Total long-term debt and other long-term obligations
|
|
|
|
|
|
$
|
19,618
|
|
|
$
|
17,751
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
||
|
|
(In millions)
|
||
2020
|
|
$
|
364
|
|
2021
|
|
$
|
882
|
|
2022
|
|
$
|
1,142
|
|
2023
|
|
$
|
1,194
|
|
2024
|
|
$
|
1,246
|
|
ARO Reconciliation
|
|
(In millions)
|
||
|
|
|
||
Balance, January 1, 2018
|
|
$
|
570
|
|
Changes in timing and amount of estimated cash flows
|
|
203
|
|
|
Liabilities settled
|
|
(1
|
)
|
|
Accretion
|
|
40
|
|
|
Balance, December 31, 2018
|
|
$
|
812
|
|
Liabilities settled
|
|
(2
|
)
|
|
Accretion
|
|
46
|
|
|
Balance, December 31, 2019 (1)
|
|
$
|
856
|
|
Company
|
|
Rates Effective
|
|
Allowed Debt/Equity
|
|
Allowed ROE
|
CEI
|
|
May 2009
|
|
51% / 49%
|
|
10.5%
|
ME(1)
|
|
January 2017
|
|
48.8% / 51.2%
|
|
Settled(2)
|
MP
|
|
February 2015
|
|
54% / 46%
|
|
Settled(2)
|
JCP&L
|
|
January 2017
|
|
55% / 45%
|
|
9.6%
|
OE
|
|
January 2009
|
|
51% / 49%
|
|
10.5%
|
PE (West Virginia)
|
|
February 2015
|
|
54% / 46%
|
|
Settled(2)
|
PE (Maryland)
|
|
March 2019
|
|
47% / 53%
|
|
9.65%
|
PN(1)
|
|
January 2017
|
|
47.4% / 52.6%
|
|
Settled(2)
|
Penn(1)
|
|
January 2017
|
|
49.9% / 50.1%
|
|
Settled(2)
|
TE
|
|
January 2009
|
|
51% / 49%
|
|
10.5%
|
WP(1)
|
|
January 2017
|
|
49.7% / 50.3%
|
|
Settled(2)
|
Company
|
|
Rates Effective
|
|
Capital Structure
|
|
Allowed ROE
|
ATSI
|
|
January 1, 2015
|
|
Actual (13 month average)
|
|
10.38%
|
JCP&L
|
|
June 1, 2017(1)
|
|
Settled(1)(3)
|
|
Settled(1)(3)
|
MP
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
PE
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
WP
|
|
March 21, 2018(2)
|
|
Settled(3)
|
|
Settled(3)
|
MAIT
|
|
July 1, 2017
|
|
Lower of Actual (13 month average) or 60%
|
|
10.3%
|
TrAIL
|
|
July 1, 2008
|
|
Actual (year-end)
|
|
12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects) |
Potential Collateral Obligations
|
|
AE Supply
|
|
Utilities
and FET |
|
FE
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Contractual Obligations for Additional Collateral
|
|
|
|
|
|
|
|
|
||||||||
At Current Credit Rating
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Upon Further Downgrade
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||
Surety Bonds (Collateralized Amount)(1)
|
|
—
|
|
|
63
|
|
|
257
|
|
|
320
|
|
||||
Total Exposure from Contractual Obligations
|
|
$
|
1
|
|
|
$
|
99
|
|
|
$
|
257
|
|
|
$
|
357
|
|
For the Years Ended
|
|
Regulated Distribution
|
|
Regulated Transmission
|
|
Corporate/ Other
|
|
Reconciling Adjustments
|
|
FirstEnergy Consolidated
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External revenues
|
|
$
|
9,511
|
|
|
$
|
1,510
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
11,035
|
|
Internal revenues
|
|
187
|
|
|
16
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|||||
Total revenues
|
|
9,698
|
|
|
1,526
|
|
|
14
|
|
|
(203
|
)
|
|
11,035
|
|
|||||
Provision for depreciation
|
|
863
|
|
|
284
|
|
|
5
|
|
|
68
|
|
|
1,220
|
|
|||||
Amortization (deferral) of regulatory assets, net
|
|
(89
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|||||
Miscellaneous income (expense), net
|
|
174
|
|
|
15
|
|
|
80
|
|
|
(26
|
)
|
|
243
|
|
|||||
Interest expense
|
|
495
|
|
|
192
|
|
|
372
|
|
|
(26
|
)
|
|
1,033
|
|
|||||
Income taxes (benefits)
|
|
271
|
|
|
113
|
|
|
(171
|
)
|
|
—
|
|
|
213
|
|
|||||
Income (loss) from continuing operations
|
|
1,076
|
|
|
447
|
|
|
(619
|
)
|
|
—
|
|
|
904
|
|
|||||
Property additions
|
|
$
|
1,473
|
|
|
$
|
1,090
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
2,665
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External revenues
|
|
$
|
9,900
|
|
|
$
|
1,335
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
11,261
|
|
Internal revenues
|
|
203
|
|
|
18
|
|
|
8
|
|
|
(229
|
)
|
|
—
|
|
|||||
Total revenues
|
|
10,103
|
|
|
1,353
|
|
|
34
|
|
|
(229
|
)
|
|
11,261
|
|
|||||
Provision for depreciation
|
|
812
|
|
|
252
|
|
|
3
|
|
|
69
|
|
|
1,136
|
|
|||||
Amortization (deferral) of regulatory assets, net
|
|
(163
|
)
|
|
13
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||||
Miscellaneous income (expense), net
|
|
192
|
|
|
14
|
|
|
32
|
|
|
(33
|
)
|
|
205
|
|
|||||
Interest expense
|
|
514
|
|
|
167
|
|
|
468
|
|
|
(33
|
)
|
|
1,116
|
|
|||||
Income taxes (benefits)
|
|
422
|
|
|
122
|
|
|
(54
|
)
|
|
—
|
|
|
490
|
|
|||||
Income (loss) from continuing operations
|
|
1,242
|
|
|
397
|
|
|
(617
|
)
|
|
—
|
|
|
1,022
|
|
|||||
Property additions
|
|
$
|
1,411
|
|
|
$
|
1,104
|
|
|
$
|
133
|
|
|
$
|
27
|
|
|
$
|
2,675
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
External revenues
|
|
$
|
9,602
|
|
|
$
|
1,307
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
10,928
|
|
Internal revenues
|
|
158
|
|
|
17
|
|
|
24
|
|
|
(199
|
)
|
|
—
|
|
|||||
Total revenues
|
|
9,760
|
|
|
1,324
|
|
|
43
|
|
|
(199
|
)
|
|
10,928
|
|
|||||
Provision for depreciation
|
|
724
|
|
|
224
|
|
|
10
|
|
|
69
|
|
|
1,027
|
|
|||||
Amortization of regulatory assets, net
|
|
292
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|||||
Miscellaneous income (expense), net
|
|
57
|
|
|
1
|
|
|
39
|
|
|
(44
|
)
|
|
53
|
|
|||||
Interest expense
|
|
535
|
|
|
156
|
|
|
358
|
|
|
(44
|
)
|
|
1,005
|
|
|||||
Income taxes
|
|
580
|
|
|
205
|
|
|
930
|
|
|
—
|
|
|
1,715
|
|
|||||
Income (loss) from continuing operations
|
|
916
|
|
|
336
|
|
|
(1,541
|
)
|
|
—
|
|
|
(289
|
)
|
|||||
Property additions
|
|
$
|
1,191
|
|
|
$
|
1,030
|
|
|
$
|
49
|
|
|
$
|
317
|
|
|
$
|
2,587
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
29,642
|
|
|
$
|
11,611
|
|
|
$
|
1,015
|
|
|
$
|
33
|
|
|
$
|
42,301
|
|
Total goodwill
|
|
$
|
5,004
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,618
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
28,690
|
|
|
$
|
10,404
|
|
|
$
|
944
|
|
|
$
|
25
|
|
|
$
|
40,063
|
|
Total goodwill
|
|
$
|
5,004
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,618
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
27,730
|
|
|
$
|
9,525
|
|
|
$
|
1,007
|
|
|
$
|
3,995
|
|
|
$
|
42,257
|
|
Total goodwill
|
|
$
|
5,004
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,618
|
|
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
|
|
4,316,337
|
|
(1)
|
$
|
37.75
|
|
(2)
|
3,947,410
|
|
(3)
|
Equity compensation plans not approved by security holders(4)
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
Total
|
|
4,316,337
|
|
|
$
|
37.75
|
|
|
3,947,410
|
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
Audit Fees(1)
|
|
Audit-Related Fees
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands)
|
||||||||||||||
FirstEnergy
|
|
$
|
6,952
|
|
|
$
|
7,345
|
|
|
$
|
—
|
|
|
$
|
163
|
|
(1)
|
Professional services rendered for the audits of FirstEnergy's annual financial statements and reviews of unaudited financial statements included in FirstEnergy's 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.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULE
|
Page
|
Page
|
|
||
Exhibit
Number |
|
|
|
|
|
|
|
|
(B) 10-8
|
|
|
|
|
|
(B) 10-9
|
|
|
|
|
|
(B) 10-10
|
|
|
|
|
|
(B) 10-11
|
|
|
|
|
|
(B) 10-12
|
|
|
|
|
|
10-13
|
|
|
|
|
|
(B) 10-16
|
|
|
|
|
|
(B) 10-17
|
|
|
|
|
|
(B) 10-18
|
|
|
|
|
|
(B) 10-19
|
|
|
|
|
|
10-20
|
|
|
|
|
|
(B) 10-21
|
|
|
|
|
|
(B) 10-22
|
|
|
|
|
|
(B) 10-23
|
|
|
|
|
|
(B) 10-25
|
|
|
|
|
|
(B) 10-26
|
|
|
|
|
|
(B) 10-27
|
|
|
|
|
|
(B) 10-28
|
|
|
|
|
|
(B) 10-29
|
|
|
|
|
|
(B) 10-32
|
|
|
|
|
|
(B) 10-33
|
|
|
|
|
|
|
||
Exhibit
Number |
|
|
|
|
|
(B) 10-34
|
|
|
|
|
|
(B) 10-35
|
|
|
|
|
|
(B) 10-36
|
|
|
|
|
|
10-37
|
|
|
|
|
|
10-38
|
|
|
|
|
|
10-39
|
|
|
|
|
|
10-40
|
|
|
|
|
|
10-41
|
|
|
|
|
|
(B) 10-43
|
|
|
|
|
|
10-44
|
|
|
|
|
|
10-45
|
|
|
|
|
|
(B) 10-46
|
|
|
|
|
|
(B) 10-47
|
|
|
|
|
|
(B) 10-48
|
|
|
|
|
|
(B) 10-53
|
|
|
|
|
|
(B) 10-54
|
|
|
|
|
|
(B) 10-55
|
|
|
|
|
|
(B) 10-56
|
|
|
|
|
|
|
||
Exhibit
Number |
|
|
|
|
|
(B) 10-58
|
|
|
|
|
|
(B) 10-61
|
|
|
|
|
|
10-62
|
|
|
|
|
|
10-63
|
|
|
|
|
|
10-64
|
|
|
|
|
|
(B) 10-65
|
|
|
|
|
|
(B) 10-67
|
|
|
|
|
|
(B) 10-68
|
|
|
|
|
|
(B) 10-69
|
|
|
|
|
|
10-70
|
|
|
|
|
|
10-71
|
|
|
|
|
|
10-72
|
|
|
|
|
|
10-73
|
|
|
|
|
|
(A) 21
|
|
|
|
|
|
(A) 23
|
|
|
|
|
|
(A) 31-1
|
|
|
|
|
|
(A) 31-2
|
|
|
|
|
|
(A) 32
|
|
|
|
|
|
101
|
|
The following materials from the Annual Report on Form 10-K for FirstEnergy Corp. for the period ended December 31, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Common Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, (v) related notes to these financial statements and (vi) document and entity information.
|
|
|
|
104
|
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
|
|
|
|
(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.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Beginning Balance
|
|
Charged to Income
|
|
Charged to Other Accounts
|
(1)
|
Deductions
|
(2)
|
Ending Balance
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Year Ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
49,798
|
|
|
$
|
81,107
|
|
|
$
|
47,306
|
|
|
$
|
132,031
|
|
|
$
|
46,180
|
|
— other
|
|
$
|
1,778
|
|
|
$
|
26,654
|
|
|
$
|
1,474
|
|
|
$
|
8,509
|
|
|
$
|
21,397
|
|
— affiliated companies (4)
|
|
$
|
919,851
|
|
|
$
|
143,276
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,063,127
|
|
Valuation allowance on various DTAs (3)
|
|
$
|
394,112
|
|
|
$
|
46,526
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
440,638
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
48,937
|
|
|
$
|
77,254
|
|
|
$
|
60,307
|
|
|
$
|
136,700
|
|
|
$
|
49,798
|
|
— other
|
|
$
|
990
|
|
|
$
|
12,487
|
|
|
$
|
—
|
|
|
$
|
11,699
|
|
|
$
|
1,778
|
|
— affiliated companies (4)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
919,851
|
|
|
$
|
919,851
|
|
Valuation allowance on state and local DTAs
|
|
$
|
312,135
|
|
|
$
|
81,977
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
394,112
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated provision for uncollectible accounts — customers
|
|
$
|
48,409
|
|
|
$
|
73,486
|
|
|
$
|
49,728
|
|
|
$
|
122,686
|
|
|
$
|
48,937
|
|
— other
|
|
$
|
884
|
|
|
$
|
6,461
|
|
|
$
|
—
|
|
|
$
|
6,355
|
|
|
$
|
990
|
|
Valuation allowance on state and local DTAs
|
|
$
|
240,289
|
|
|
$
|
71,846
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
312,135
|
|
(1)
|
Represents recoveries and reinstatements of accounts previously written off for uncollectible accounts.
|
(2)
|
Represents the write-off of accounts considered to be uncollectible.
|
(3)
|
Starting in 2018, valuation allowances are now being recorded against federal and state DTA's related to disallowed business interest and certain employee remuneration, in addition to the state and local DTA's in the prior years presented.
|
(4)
|
Amounts relate to the FES Debtors and are included in discontinued operations. See Note 3, "Discontinued Operations" for additional information.
|
|
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/ Donald T. Misheff
|
|
|
|
Donald T. Misheff
|
|
|
|
Director
|
|
|
|
(Non-Executive Chairman of Board)
|
|
|
|
|
|
|
|
/s/ Steven E. Strah
|
|
/s/ Jason J. Lisowski
|
|
Steven E. Strah
|
|
Jason J. Lisowski
|
|
Senior Vice President and Chief Financial Officer
|
|
Vice President, Controller and Chief Accounting Officer
|
|
(Principal Financial Officer)
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Michael J. Anderson
|
|
/s/ Christopher D. Pappas
|
|
Michael J. Anderson
|
|
Christopher D. Pappas
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Steven J. Demetriou
|
|
/s/ Sandra Pianalto
|
|
Steven J. Demetriou
|
|
Sandra Pianalto
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Julia L. Johnson
|
|
/s/ Luis A. Reyes
|
|
Julia L. Johnson
|
|
Luis A. Reyes
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ Thomas N. Mitchell
|
|
/s/ Leslie M. Turner
|
|
Thomas N. Mitchell
|
|
Leslie M. Turner
|
|
Director
|
|
Director
|
|
|
|
|
|
/s/ James F. O'Neil III
|
|
|
|
James F. O'Neil III
|
|
|
|
Director
|
|
|
|
FIRSTENERGY CORP.
|
||||||
LIST OF SUBSIDIARIES OF THE REGISTRANT
|
||||||
AT DECEMBER 31, 2019
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FirstEnergy Nuclear Operating Company - Incorporated in Ohio(1)
|
||||||
|
|
|
|
|
|
|
FirstEnergy Service Company - Incorporated in Ohio
|
||||||
|
|
|
|
|
|
|
FirstEnergy Solutions Corp. - Incorporated in Ohio(1)
|
||||||
|
|
|
|
|
|
|
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) As of March 31, 2018, the noted subsidiaries no longer consolidated into FE Corp.
|
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 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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Steven E. Strah
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Steven E. Strah
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Senior Vice President and Chief Financial Officer
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/s/ Charles E. Jones
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Charles E. Jones
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President and Chief Executive Officer
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/s/ Steven E. Strah
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Steven E. Strah
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Senior Vice President and Chief Financial Officer
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