UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the FISCAL YEAR ended December 31, 20142017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
     
333-21011 FIRSTENERGY CORP. 34-1843785
  (An Ohio Corporation)  
  76 South Main Street  
  Akron, OH 44308  
  
Telephone (800)736-3402
  
     
000-53742 FIRSTENERGY SOLUTIONS CORP. 31-1560186
  (An Ohio Corporation)  
  c/o FirstEnergy Corp.  
  76 South Main Street  
  Akron, OH 44308  
  Telephone (800)736-3402  
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Registrant Title of Each Class 
Name of Each Exchange
on Which Registered
     
FirstEnergy Corp. Common Stock, $0.10 par value per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Registrant Title of Each Class
   
FirstEnergy Solutions Corp. Common Stock, no par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o
 FirstEnergy Corp.
Yes o No þ
 FirstEnergy Solutions Corp.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
 FirstEnergy Corp. and FirstEnergy Solutions Corp.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
 FirstEnergy Corp. and FirstEnergy Solutions Corp.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
 FirstEnergy Corp. and FirstEnergy Solutions Corp.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
þ FirstEnergy Corp.
oþ FirstEnergy Solutions Corp.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer þ
FirstEnergy Corp.
  
Accelerated Filer o
N/A
  
Non-accelerated Filer (Do not check
if a smaller reporting company)
þ
FirstEnergy Solutions Corp.
  
Smaller Reporting Company o
N/A
Emerging Growth Company o
N/A
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No þ
 FirstEnergy Corp. and FirstEnergy Solutions Corp.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
FirstEnergy Corp., $14,551,349,320$12,919,874,051 as of June 30, 2014;2017; and for FirstEnergy Solutions Corp., none.
Indicate the number of shares outstanding of each of the issuer’sregistrant’s classes of common stock, as of the latest practicable date:
  OUTSTANDING
CLASS AS OF JANUARY 31, 20152018
FirstEnergy Corp., $0.10 par value 421,182,123475,589,829
FirstEnergy Solutions Corp., no par value 7
FirstEnergy Corp. is the sole holder of FirstEnergy Solutions Corp. common stock.
Documents Incorporated By Reference
  PART OF FORM 10-K INTO WHICH
DOCUMENT DOCUMENT IS INCORPORATED
   
Proxy Statement for 20152018 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 19, 201515, 2018 Parts II andPart III
This combined Form 10-K is separately filed by FirstEnergy Corp. and FirstEnergy Solutions Corp. Information contained herein relating to anyan individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to anythe other registrant, except that information relating to FirstEnergy Solutions Corp. is also attributedattributable to FirstEnergy Corp.
OMISSION OF CERTAIN INFORMATION
FirstEnergy Solutions Corp. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) toof Form 10-K.
 





Forward-Looking Statements: Certain of the matters discussed in this Annual Report on Form 10-K are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a Registrantthe Registrants include those factors discussed herein, including those factors with respect to such Registrants discussed in (a) ITEMItem 1A. Risk Factors, (b) ITEMItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) other factors discussed herein and in other filings with the SEC by the Registrants. These risks, unless otherwise indicated, are presented on a consolidated basis for FirstEnergy; if and to the extent a deconsolidation occurs with respect to certain FirstEnergy companies the risks described herein may materially change. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. NoneNeither of the Registrants undertake any obligation to update these statements, except as required by law.





TABLE OF CONTENTS
 Page
  
  
Part I. 
  
Item 1. Business
  
Maryland Regulatory Matters
West Virginia Regulatory Matters
FirstEnergy Web Sitesite 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

i




TABLE OF CONTENTS
 Page
  
  
  
 
 
  
 
  
  
  
  
  
  
  
  
  
  
  
  
  
Item 16. Form 10-K Summary


ii




GLOSSARY OF TERMS
The following abbreviations and acronyms are used in this report to identify FirstEnergy Corp. and its current and former subsidiaries:

AEAllegheny 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
AESCAllegheny Energy Service Corporation, a subsidiary of FirstEnergy Corp.
AE SupplyAllegheny Energy Supply Company, LLC, an unregulated generation subsidiary
AGCAllegheny Generating Company, a generation subsidiary of AE Supply and equity method investee of MP
ATSIAmerican Transmission Systems, Incorporated, formerly a direct subsidiary of FE that became a subsidiary of FET in April 2012, which owns and operates transmission facilities
BuchananBU EnergyBuchanan Energy Company of Virginia, LLC, a subsidiary of AE Supply, and 50% owner in a joint venture that owns the Buchanan Generating Facility
Buchanan GenerationBuchanan Generation, LLC, a joint venture between AE Supply and CNX Gas Corporation
CEIThe Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
CESCompetitive Energy Services, a reportable operating segment of FirstEnergy
FEFirstEnergy Corp., a public utility holding company
FELHCFirstEnergy License Holding Company, Inc.
FENOCFirstEnergy Nuclear Operating Company, a subsidiary of FE, which operates nuclear generating facilities
FESFirstEnergy Solutions Corp., together with its consolidated subsidiaries, which provides energy-related products and services
FESCFirstEnergy Service Company, which provides legal, financial and other corporate support services
FETFirstEnergy 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
FEVFirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
FGFirstEnergy Generation, LLC, a wholly-owned subsidiary of FES, which owns and operates non-nuclear generating facilities
FirstEnergyFirstEnergy Corp., together with its consolidated subsidiaries
Global HoldingGlobal Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC
Global RailAGlobal Rail Group, LLC, a subsidiary of Global Holding that owns coal transportation operations near Roundup, Montana
GPUGPU, Inc., former parent of JCP&L, ME and PN, that merged with FirstEnergyFE on November 7, 2001
Green ValleyGreen Valley Hydro, LLC, which owned hydroelectric generating stations
JCP&LJersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
MAITMid-Atlantic Interstate Transmission, LLC, a subsidiary of FET, which owns and operates transmission facilities
MEMetropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
MPMonongahela Power Company, a West Virginia electric utility operating subsidiary
NGFirstEnergy Nuclear Generation, LLC, a subsidiary of FES, which owns nuclear generating facilities
OEOhio Edison Company, an Ohio electric utility operating subsidiary
Ohio CompaniesCEI, OE and TE
PATHPotomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP
PATH-AlleghenyPATH Allegheny Transmission Company, LLC
PATH-WVPATH West Virginia Transmission Company, LLC
PEThe Potomac Edison Company, a Maryland and West Virginia electric utility operating subsidiary
PennPennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
Pennsylvania CompaniesME, PN, Penn and WP
PNPennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
PNBVPNBV Capital Trust, a special purpose entity created by OE in 1996
ShippingportShippingport Capital Trust, a special purpose entity created by CEI and TE in 1997
Signal PeakAnSignal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana
TEThe Toledo Edison Company, an Ohio electric utility operating subsidiary
TrAILTrans-Allegheny Interstate Line Company, a subsidiary of FET, which owns and operates transmission facilities
UtilitiesOE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP
WPWest Penn Power Company, a Pennsylvania electric utility operating subsidiary
  
The following abbreviations and acronyms are used to identify frequently used terms in this report:
AAAAmerican Arbitration Association
ADITAccumulated Deferred Income Taxes

iii




GLOSSARY OF TERMS, Continued

AEPAmerican Electric Power Company, Inc.
AFSAvailable-for-sale
AFUDCAllowance for Funds Used During Construction
ALJAdministrative Law Judge
AMTAlternative Minimum Tax

iii




GLOSSARY OF TERMS, Continued

Anker WVAnker West Virginia Mining Company, Inc.
Anker CoalAnker Coal Group, Inc.
AOCIAccumulated Other Comprehensive Income
Apple®Apple®, iPad® and iPhone® are registered trademarks of Apple Inc.
AROAsset Retirement Obligation
ARRASUAuction Revenue RightAccounting Standards Update
ASLBBath CountyAtomic Safety and Licensing BoardBath County Pumped Storage Hydro-Power Station
BGSBasic Generation Service
bpsBasis points
BNSFBNSF Railway Company
BRAPJM RPM Base Residual Auction
CAAClean Air Act
CAIRClean Air Interstate Rule
CBACollective Bargaining Agreement
CCRCoal Combustion Residuals
CDWRCalifornia Department of Water Resources
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980
CFLCompact Fluorescent Light
CFRCode of Federal Regulations
CFTCCommodity Futures Trading Commission
CO2
Carbon Dioxide
CONECPPCost-of-New-Entry
CSACoal Sales AgreementEPA's Clean Power Plan
CSAPRCross-State Air Pollution Rule
CSXCSX Transportation, Inc.
CTAConsolidated Tax AdjustmentsAdjustment
CWAClean Water Act
D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
DCPDDeferred Compensation Plan for Outside Directors
DCRDelivery Capital Recovery
DMRDistribution Modernization Rider
DOEUnited States Department of Energy
DPMDistribution Platform Modernization
DRDemand Response
DSICDistribution System Improvement Charge
DSPDefault Service Plan
DTADeferred Tax Asset
EDCElectric Distribution Company
EDCPExecutive Deferred Compensation Plan
EE&CEnergy Efficiency and Conservation
EGSElectric Generation Supplier
EGUElectric Generation Units
ELPCEnvironmental Law & Policy Center
EMAACEmPOWER MarylandEastern Mid-Atlantic Area Council of PJMEmPOWER Maryland Energy Efficiency Act
ENECExpanded Net Energy Cost
EPAUnited States Environmental Protection Agency
EPRIElectric Power Research Institute
EROElectric Reliability Organization
ESOPEmployee Stock Ownership Plan
ESPElectric Security Plan
ESP IVElectric Security Plan IV
ESP IV PPAUnit Power Agreement entered into on April 1, 2016, by and between the Ohio Companies and FES
Facebook®Facebook is a registered trademark of Facebook, Inc.

iv




GLOSSARY OF TERMS, Continued

FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FitchFitch Ratings
FMBFirst Mortgage Bond
FPAFederal Power Act
FTRFinancial Transmission Right
GAAPAccounting Principles Generally Accepted in the United States of America
GHGGreenhouse Gases
GWHGigawatt-hour
HCLHClHydrochloric Acid

iv




GLOSSARY OF TERMS, Continued

IBEWInternational Brotherhood of Electrical Workers
ICEIntercontinentalExchange,Intercontinental Exchange, Inc.
ICGICP 2007International Coal Group Inc.FirstEnergy Corp. 2007 Incentive Plan
ICP 2015Amended and Restated 2007FirstEnergy Corp. 2015 Incentive Compensation Plan
IIPInvestment Infrastructure Program
IRPIntegrated Resource Plan
IRSInternal Revenue Service
ISOIndependent System Operator
kVKilovolt
kWKilowatt
KWHKilowatt-hour
LBRLittle Blue Run
LCAPPLEDLong-Term Capacity Agreement Pilot Program
LMPLocational Marginal PriceLight Emitting Diode
LOCLetter of Credit
LSELoad Serving Entity
MAACLS PowerMid-Atlantic Area Council of PJMLS Power Equity Partners, LP
LTIIPsLong-Term Infrastructure Improvement Plans
MATSMercury and Air Toxics Standards
MDPSCMaryland Public Service Commission
MISOMidcontinent Independent System Operator, Inc.
MISO LTTRMLPMISO Long Term Financial Transmission RightMaster Limited Partnership
mmBTUOne Million British Thermal Units
Moody’sMoody’s Investors Service, Inc.
MOPRMinimum Offer Price Rule
MVPMulti-Value Project
MWMegawatt
MWDMWHMegawatt-dayMegawatt-hour
MWHNAAQSMegawatt-hourNational Ambient Air Quality Standards
NDTNuclear Decommissioning Trust
NEILNuclear Electric Insurance Limited
NERCNorth American Electric Reliability Corporation
Ninth CircuitNJAPAUnited States Court of Appeals for the Ninth CircuitNew Jersey Administrative Procedure Act
NJBPUNew Jersey Board of Public Utilities
NMBNon-Market Based
NOLNet Operating Loss
NOPRNotice of Proposed Rulemaking
NOVNotice of Violation
NOxNitrogen Oxide
NPDESNational Pollutant Discharge Elimination System
NRCNuclear Regulatory Commission
NRGNSNRG Energy, Inc.Norfolk Southern Corporation
NSRNew Source Review
NUGNon-Utility Generation
NYISONew York Independent System Operator
NYPSCNew York State Public Service Commission

v




GLOSSARY OF TERMS, Continued

OCAOffice of Consumer Advocate
OCCOhio Consumers' Counsel
OEPAOhio Environmental Protection Agency
OPEBOther Post-Employment Benefits
OPEIUOffice and Professional Employees International Union
ORCOhio Revised Code
OTCOver The Counter
OTTIOther Than TemporaryOther-Than-Temporary Impairments
OVECOhio Valley Electric Corporation
PA DEPPennsylvania Department of Environmental Protection
PCBPolychlorinated Biphenyl
PCRBPollution Control Revenue Bond
PJMPJM Interconnection, L.L.C.

v




GLOSSARY OF TERMS, Continued

PJM RegionThe aggregate of the zones within PJM
PJM TariffPJM Open Access Transmission Tariff
PMParticulate Matter
POLRProvider of Last Resort
PORPurchase of Receivables
PPAPurchase Power Agreement
PPBParts per Billion
PPUCPennsylvania Public Utility Commission
PSAPower Supply Agreement
PSDPrevention of Significant Deterioration
PTCPrice-to-Compare
PUCOPublic Utilities Commission of Ohio
PURPAPublic Utility Regulatory Policies Act of 1978
R&DResearch and Development
RCRAResource Conservation and Recovery Act
RECRenewable Energy Credit
Regulation FDRegulation Fair Disclosure promulgated by the SEC
REITReal Estate Investment Trust
RFC
ReliabilityFirst Corporation
RFPRequest for Proposal
RGGIRegional Greenhouse Gas Initiative
RMRReliability Must-Run
ROEReturn on Equity
RPMReliability Pricing Model
RRSRetail Rate Stability
RSSRich Site Summary
RTEPRegional Transmission Expansion Plan
RTORegional Transmission Organization
RWGRestructuring Working Group
S&PStandard & Poor’s Ratings Service
SAIDISystem Average Interruption Duration Index
SAIFISystem Average Interruption Frequency Index
SB221Amended Substitute Senate Bill No. 221
SB310Substitute Senate Bill No. 310
SBCSocietal Benefits Charge
SECUnited States Securities and Exchange Commission
SERTPSoutheastern Regional Transmission Planning
Seventh CircuitUnited States Court of Appeals for the Seventh Circuit
SF6
Sulfur Hexafluoride
SIPState Implementation Plan(s) Under the Clean Air Act
Sixth CircuitUnited States Court of Appeals for the Sixth Circuit
SO2
Sulfur Dioxide
SOSStandard Offer Service
SPESpecial Purpose Entity
SRCStorm Recovery Charge
SRECSolar Renewable Energy Credit
SSASocial Security Administration

vi




GLOSSARY OF TERMS, Continued

SSOStandard Service Offer
Tax ActTax Cuts and Jobs Act adopted December 22, 2017
TDSTotal Dissolved Solid
TMI-2Three Mile Island Unit 2
TSCTOTransmission Service ChargeOwner
Twitter®Twitter is a registered trademark of Twitter, Inc.
U.S. Court of Appeals for the D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
UWUAUtility Workers Union of America
VEPCOVirginia Electric and Power Company
VIEVariable Interest Entity
VRRVMPVariable Resource RequirementVegetation Management Plan
VMSVegetation Management Surcharge
VSCCVirginia State Corporation Commission
WVDEPWest Virginia Department of Environmental Protection
WVPSCPublic Service Commission of West Virginia
 

vivii




PART I
ITEM 1.BUSINESS
The CompanyCompanies

FirstEnergy Corp.FE was organizedincorporated under the laws of the State of Ohio law in 1996. FE’s principal business is the holding, directly or indirectly, of all of the outstanding common stockequity of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), JCP&L, ME, PN, FESC, FES and its principal subsidiaries (FG and NG), AE Supply, MP, PE, WP, FET and its principal subsidiaries (ATSI, MAIT and TrAIL), and AESC. In addition, FE holds all of the outstanding common stockequity of other direct subsidiaries including: FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., GPU Nuclear, Inc., and AEAllegheny Ventures, Inc.

Subsidiaries

FE and its subsidiaries are principally involved in the generation, transmission and distribution of electricity. FirstEnergy’s ten utility operating companies comprise one of the nation’s largest investor-owned electric systems, based on serving over six million customers in the Midwest and Mid-Atlantic regions. Its regulated and unregulated generation subsidiaries control over 16,000MWs of capacity from a diverse mix of non-emitting nuclear, scrubbed coal, natural gas, hydroelectric and other renewables. FirstEnergy’s transmission operations include approximately 24,500 miles of lines and two regional transmission operation centers.
FirstEnergy’s revenues are primarily derived from the sale of energy and related products and services by its unregulated competitive subsidiaries (FES and AE Supply), and electric service provided by its utility operating subsidiaries (OE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP) and its transmission subsidiaries (ATSI, MAIT and TrAIL).

Unregulated Competitive Subsidiaries

FES, a subsidiary of FE, was incorporated under Ohio law in 1997. FES provides energy-related products and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities, which are operated by FENOC. FG, a subsidiary of FES, was organized under Ohio law in 2000. FG sells the entire output of its fossil generating facilities (5,440 MWs) to FES. NG was organized under Ohio law in 2005. NG sells the entire output of its nuclear generating facilities (4,048 MWs) to FES. NG's nuclear generating facilities are operated and maintained by FENOC, a separate subsidiary of FE, organized under Ohio law in 1998.

AE Supply was organized under Delaware law in 1999. AE Supply provides energy-related products and services primarily to wholesale customers. AE Supply also owns and operates the Pleasants generating facility (1,300 MWs), ATSI and TrAIL,owns approximately 59% of AGC and a 50% interest in the Buchanan Generating facility.

AGC was organized under Virginia law in 1981. Approximately 59% of AGC is owned by AE Supply and approximately 41% is owned by MP. AGC’s sole asset is a 40% undivided interest in the Bath County, Virginia pumped-storage hydroelectric generation facility (1,200 MWs) and its connecting transmission facilities. AGC provides the generation capacity from this facility to AE Supply and MP.

AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply's interest in the Buchanan Generating facility and approximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments. On December 13, 2017, AE Supply completed the sale of energyits four natural gas generating plants and related productsexpects to complete the sale of approximately 59% of AGC’s interest in the Bath County hydroelectric power station and servicesBU Energy’s 50% interest in the Buchanan Generating facility in the first half of 2018. For additional information, see "Competitive Generation Asset Sale" below.

FES, FG, NG, AE Supply and AGC comply with the regulations, orders, policies and practices prescribed by its unregulated competitive subsidiaries, FESthe SEC, FERC, and AE Supply.applicable state regulatory authorities. In addition, NG and FENOC comply with the regulations, orders, policies and practices prescribed by the NRC.

Utility Operating Subsidiaries

The Utilities’ combined service areas encompass approximately 65,000 square miles in Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York. The areas they serve have a combined population of approximately 13.513.3 million.

OE was organized under the laws of the State of Ohio law in 1930 and owns property and does business as an electric public utility in that state. OE engages in the distribution and sale of electric energy to communities in a 7,000 square mile area of central and northeastern Ohio. The area it serves has a population of approximately 2.3 million. OE complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PUCO.

OE owns all of Penn’s outstanding common stock. Penn was organized under the laws of the Commonwealth of Pennsylvania law in 1930 and owns property and does business as an electric public utility in that state. Penn is also authorized to do business in the State of Ohio. Penn furnishes electric service to communities in 1,100 square miles of western Pennsylvania. The area it serves has a population of approximately 0.30.4 million. Penn complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PPUC.



CEI was organized under the laws of the State of Ohio law in 1892 and does business as an electric public utility in that state. CEI engages in the distribution and sale of electric energy in an area of 1,600 square miles in northeastern Ohio. The area it serves has a population of approximately 1.71.6 million. CEI complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PUCO.

TE was organized under the laws of the State of Ohio law in 1901 and does business as an electric public utility in that state. TE engages in the distribution and sale of electric energy in an area of 2,300 square miles in northwestern Ohio. The area it serves has a population of approximately 0.7 million. TE complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PUCO.

JCP&L was organized under the laws of the State of New Jersey law in 1925 and owns property and does business as an electric public utility in that state. JCP&L provides transmission and distribution services in 3,200 square miles of northern, western and east central New Jersey. The area it serves has a population of approximately 2.7 million. JCP&L also has a 50% ownership interest (210 MW)MWs) in a hydroelectric generating facility. JCP&L complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and the NJBPU.

ME was organized under the laws of the Commonwealth of Pennsylvania law in 19221917 and owns property and does business as an electric public utility in that state. ME provides transmission and distribution services in 3,300 square miles of eastern and south central Pennsylvania. The area it serves has a population of approximately 1.2 million. Additionally, as discussed in "FERC Matters" below, ME complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and PPUC.transferred its transmission assets to MAIT on January 31, 2017.

PN was organized under the laws of the Commonwealth of Pennsylvania law in 1919 and owns property and does business as an electric public utility in that state. PN provides transmission and distribution services in 17,600 square miles of western, northern and south central Pennsylvania. The area it serves has a population of approximately 1.31.2 million. PN, as lessee of the property of its subsidiary, The Waverly Electric Light & Power Company, also serves customers in the Waverly, New York vicinity. Additionally, as discussed in "FERC Matters" below, PN complies with the regulations, orders, policies and practices prescribed by the SEC, FERC, NYPSC and PPUC.transferred its transmission assets to MAIT on January 31, 2017.

PE was organized under the laws of the State of Maryland law in 1923 and in the Commonwealth ofunder Virginia law in 1974. PE is authorized to do business in the Commonwealth of Virginia, and the States of West Virginia and Maryland. PE owns property and does business as an electric public utility in those states. PE provides transmission and distribution services in portions of Maryland and West Virginia and provides transmission services in Virginia in an area totaling approximately 5,500 square miles. The area it serves has a population of approximately 0.9 million. PE complies with the regulations, orders, policies and practices prescribed by the SEC, FERC, MDPSC, VSCC, and WVPSC.


1




MP was organized under the laws of the State of Ohio law in 1924 and owns property and does business as an electric public utility in the state of West Virginia. MP provides generation, transmission and distribution services in 13,000 square miles of northern West Virginia. The area it serves has a population of approximately 0.8 million. As of December 31, 2014,2017, MP owned or contractually controlled 3,580 MWs of generation capacity that is supplied to its electric utility business. In addition, MP is contractually obligated to provide power to PE to meet its load obligations in West Virginia. MP complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and WVPSC.

WP was organized under the laws of the Commonwealth of Pennsylvania law in 1916 and owns property and does business as an electric public utility in that state. WP provides transmission and distribution services in 10,400 square miles of southwestern, south-central and northern Pennsylvania. The area it serves has a population of approximately 1.61.5 million. WP complies

The Utilities comply with the regulations, orders, policies and practices prescribed by the SEC, FERC, NERC, and PPUC.their respective state regulatory authorities (PUCO, PPUC, NJBPU, WVPSC, MDPSC, NYPSC, and VSCC).

Transmission Subsidiaries

ATSI was organized under the laws of the State of Ohio law in 1998. ATSI owns major, high-voltage transmission facilities, which consist of approximately 7,500 pole7,800 circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV in the PJM Region. ATSI plans, operates, and maintains its transmission system in accordance with NERC reliability standards, and other applicable regulatory requirements. In addition, ATSI complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and applicable state regulatory authorities.

TrAIL was organized under the laws of the State of Maryland law and the Commonwealth of Virginia law in 2006. TrAIL was formed to finance, construct, own, operate and maintain high-voltage transmission facilities in the PJM Region and has several transmission facilities in operation, including a 500 kV transmission line extending approximately 150 miles from southwestern Pennsylvania through West Virginia to a point of interconnection with Virginia Electric and Power CompanyVEPCO in northern Virginia. TrAIL plans, operates and maintains its transmission system and facilities in accordance with NERC reliability standards, and other applicable regulatory requirements. In addition, TrAIL complies with the regulations, orders, policies and practices prescribed by the SEC, FERC, and applicable state regulatory authorities.

FESMAIT was organized under Delaware law in 2015. As discussed in "FERC Matters" below, ME and PN transferred their transmission facilities to MAIT on January 31, 2017. The assets transferred consist of approximately 4,234 circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, 115 kV, 69 kV and 46 kV in the lawsPJM Region.

Each of the State of Ohio in 1997. FES provides energy-related productsATSI, MAIT and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities. FENOC, a separate subsidiary of FirstEnergy, organized under the laws of the State of Ohio in 1998,TrAIL plans, operates, and maintains NG’s nuclear generating facilities. FES purchases the entire outputits transmission system in accordance with NERC reliability standards, and other applicable regulatory requirements. In addition, each of the generation facilities owned by FGATSI, MAIT and NG, and purchases the uncommitted output of AE Supply, as well as the output relating to leasehold interests of OE and TE in certain of those facilities that are subject to sale and leaseback arrangements, and pursuant to full output, cost-of-service PSAs.

AE Supply was organized under the laws of the State of Delaware in 1999. AE Supply provides energy-related products and services to wholesale and retail customers. AE Supply also owns and operates fossil generating facilities and purchases and sells energy and energy-related commodities.

AGC was organized under the laws of the Commonwealth of Virginia in 1981. AGC is owned approximately 59% by AE Supply and approximately 41% by MP. AGC’s sole asset is a 40% undivided interest in the Bath County, Virginia pumped-storage hydroelectric generation facility (1,200 MW) and its connecting transmission facilities. AGC provides the generation capacity from this facility to AE Supply and MP.

FES, FG, NG, AE Supply and AGC complyTrAIL complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and applicable state regulatory authorities. In addition, NG and FENOC comply with the regulations, orders, policies and practices prescribed by the NRC.



Service Company

FESC provides legal, financial and other corporate support services at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy companies.

Operating Segments

FirstEnergy's reportable operating segments are as follows: Regulated Distribution, Regulated Transmission and CES.

The Regulated Distribution segment distributes electricity through FirstEnergy’s ten utility operating companies, serving approximately six million customers within 65,000 square miles of Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York, and purchases power for its POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey and Maryland. This segment also controls 3,790 MWs of regulated electric generation capacity located primarily in West Virginia, Virginia and New Jersey. The segment's results reflect the commodity costs of securing electric generation and the deferral and amortization of certain fuel costs.

The Regulated Transmission segment transmits electricity through transmission facilities owned and operated by ATSI, TrAIL, MAIT (effective January 31, 2017) and certain of FirstEnergy's utilities (JCP&L, ME, PN, MP, PE and WP),. The segment's revenues are primarily derived from forward-looking rates at ATSI and TrAIL, as well as stated transmission rates at certain of FirstEnergy's utilities. As discussed in "Utility Regulation - FERC Matters," below, MAIT and JCP&L submitted applications to FERC requesting authorization to implement forward-looking formula transmission rates. In March 2017, FERC approved JCP&L's and MAIT's forward-looking formula rates, subject to refund, with effective dates of June 1, 2017, and July 1, 2017, respectively. Additionally, MAIT and JCP&L filed settlement agreements with FERC on October 13, 2017 and December 21, 2017, respectively, both pending final orders by FERC. Both the regulatory asset associated withforward-looking and stated rates recover costs and provide a return on transmission capital investment. Under forward-looking rates, the abandoned PATH project.revenue requirement is updated annually based on a projected rate base and projected costs, which are subject to an annual true-up based on actual costs. The segment's results also reflect the net transmission expenses related to the delivery of electricity on FirstEnergy's transmission facilities.

The CES segment, through FES and AE Supply, primarily supplies electricity to end-use customers through retail and wholesale arrangements, including competitive retail sales to customers primarily in Ohio, Pennsylvania, Illinois,Maryland, Michigan, New Jersey and Maryland,Illinois, and the provision of partial POLR and default service for some utilities in Ohio, Pennsylvania and Maryland, including the Utilities. As of January 31, 2018, this business segment controlled 12,303 MWs of electric generating capacity, including, as discussed in "Unregulated Competitive Subsidiaries" above, 756 MWs of generating capacity which remain subject to an asset purchase agreement with a subsidiary of LS Power that is expected to close in the first half of 2018. The CES segment’s operating results are primarily derived from electric generation sales less the related costs of electricity generation, including fuel, purchased power and net transmission (including congestion) and ancillary costs and capacity costs charged by PJM to deliver energy to the segment’s customers, as well as other operating and maintenance costs, including costs incurred by FENOC.


2




Corporate/Other contains corporate support and other businesses that are below the quantifiable threshold for separate disclosure as a reportable segment and interestInterest expense on stand-alone holding company debt, and corporate income taxes.taxes and other businesses that do not constitute an operating segment are categorized as Corporate/Other for reportable business segment purposes. Additionally, reconciling adjustments for the elimination of inter-segment transactions are included in Corporate/Other. As of December 31, 2014,2017, Corporate/Other had $4.2$6.8 billion of stand-alone holding company long-term debt, of which 28%$1.45 billion was subject to variable-interest rates, and $1.7 billion$300 million was borrowed by FE under its revolving credit facility. On January 22, 2018, FE repaid its $1.45 billion of outstanding variable-interest rate debt using the proceeds from the $2.5 billion equity investment.

Additional information regarding FirstEnergy’s reportable segments which information is incorporated herein by reference, is provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Note 18. Segment19, "Segment Information," of the Combined Notes to Consolidated Financial Statements. FES does not have separate reportable operating segments.

Competitive and Regulated Generation

As of February 17, 2015,January 31, 2018, FirstEnergy’s competitive generating portfolio consists of 17,858 MW of diversified capacity (CES — 14,068 MW, including 88512,303 MWs of capacity scheduled to be deactivated by April 2015, and Regulated Distribution — 3,790 MW).electric generating capacity. Of the competitive generation asset portfolio, approximately 10,113 MW (56.5%6,136 MWs (49.9%) consist of coal-fired capacity; 4,048 MW (22.7%MWs (32.9%) consist of nuclear capacity; 1,410 MW (7.9%713 MWs (5.8%) consist of hydroelectric capacity; 1,603 MW (9.0%733 MWs (6.0%) consist of oil and natural gas units; 496 MW (2.8%MWs (4.0%) consist of wind and solar power arrangements; and 188 MW (1.1%177 MWs (1.4%) consist of capacity entitlements to output from generation assets owned by OVEC. All units are located within PJM and sell electric energy, capacity and other products into the wholesale markets that are operated by PJM. Within the CES segment'sCES' generation portfolio, 11,086 MW10,180 MWs consist of FES' facilities that are operated by FENOC and FG (including entitlements from OVEC, wind and solar power arrangements), and except for portions of certainBruce Mansfield facilities that are subject to the sale and leaseback arrangements with non-affiliates for which the corresponding output of these arrangements is available to FES through power sales agreements, are all owned directly by NG and FG. Another 2,982 MW2,123 MWs of the CES' portfolio consists of AE Supply's facilities, including AE Supply's entitlement to 713 MWMWs from AGC's interest in Bath County Virginia hydroelectric facility and 67 MWMWs of AE Supply's 3.01% entitlement from OVEC's generation output. As discussed below, AE Supply and AGC agreed to sell to a subsidiary of LS Power 1,615 MWs of electric generating capacity. On December 13, 2017, AE Supply completed the sale of its four natural gas generating plants (859 MWs). The sale of the remaining 756 MWs of generating capacity


is expected to close in the first half of 2018. FES' generating facilities are concentrated primarily in Ohio and Pennsylvania and AE Supply's generating facilities are primarily located in Pennsylvania, West Virginia, Virginia and Ohio.

WithinOn January 10, 2018, a fire damaged the scrubber, stack and other plant property and systems associated with Bruce Mansfield Units 1 and 2. Evaluation of the extent of the damage, which may be significant, to the scrubber, stack and other plant property and systems associated with Units 1 and 2 is underway and is expected to take several weeks. Unit 3, which had been off-line for maintenance, was unaffected by the fire. The affected plant property and systems are insured and management is working with the insurance carriers to complete the assessment. At this time management is unable to estimate the financial effect of the fire on Units 1 and 2.

In November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES and AE Supply. In connection with this strategic review, AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply's interest in the Buchanan Generating facility and approximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the natural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply’s interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

Additionally, on March 6, 2017, AE Supply and MP entered into an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, resulting from an RFP issued by MP to address its generation shortfall. On January 12, 2018, FERC issued an order denying authorization for the transaction, holding that MP and AE Supply did not demonstrate the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. On January 26, 2018, the WVPSC approved the transfer of the Pleasants Power Station, subject to certain conditions as further described in "West Virginia Regulatory Matters," below, which included MP assuming significant commodity risk. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement and on February 16, 2018, AE Supply announced its intent to exit operations of the Pleasants Power Station by January 1, 2019, through either sale or deactivation, which resulted in a pre-tax impairment charge of $120 million.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements, to satisfy and discharge approximately $305 million of currently outstanding senior notes as well as its $142 million of pollution control notes and AGC’s $100 million senior notes, which are expected to require the payment of “make-whole” premiums currently estimated to be approximately $95 million based on current interest rates. For additional information see "Outlook" below.

The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.
As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the fourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."
Although FES has access to a $500 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018 (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.



Regulated Generation

As of January 31, 2018, FirstEnergy’s regulated generating portfolio consists of 3,790 MWs of diversified capacity contained within the Regulated Distribution segment's portfolio,segment: 210 MWMWs consist of JCP&L's 50% ownership interest in the YardsYard's Creek hydroelectric facility in New Jersey; and 3,580 MWMWs consist of MP's facilities, including 487 MWMWs from AGC's interest in Bath County Virginia hydroelectric facility that MP partially owns and 11 MWMWs of MP's 0.49% entitlement from OVEC's generation output. MP's facilities are concentrated primarily in West Virginia. On December 16, 2016, MP issued an RFP to address its generation shortfall previously identified in the IRP filed with the WVPSC. The IRP identified a capacity shortfall for MP starting in 2016 and exceeding 700 MWs by 2020 and 850 MWs by 2027. AE Supply was the winning bidder of the RFP to address MP’s generation shortfall and on March 6, 2017, MP and AE Supply signed an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MW). As discussed in "Competitive Generation," above, based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement.
Utility Regulation
State Regulation

Each of the Utilities' retail rates, conditions of service, issuance of securities and other matters are subject to regulation in the states in which it operates - in Maryland by the MDPSC, in Ohio by the PUCO, in New Jersey by the NJBPU, in Pennsylvania by the PPUC, in West Virginia by the WVPSC and in New York by the NYPSC. The transmission operations of PE in Virginia are subject to certain regulations of the VSCC. In addition, under Ohio law, municipalities may regulate rates of a public utility, subject to appeal to the PUCO if not acceptable to the utility.

As competitive retail electric suppliers serving retail customers primarily in Ohio, Pennsylvania, Illinois,Maryland, Michigan, New Jersey and Maryland,Illinois, FES and AE Supply are subject to state laws applicable to competitive electric suppliers in those states, including affiliate codes of conduct that apply to FES, AE Supply and their public utility affiliates. In addition, if any of the FirstEnergy affiliates were to engage in the construction of significant new transmission or generation facilities, depending on the state, they may be required to obtain state regulatory authorization to site, construct and operate the new transmission or generation facility.

Following the adoption of the Tax Act, various state regulatory proceedings have been initiated to investigate the impact of the Tax Act on the Utilities’ rates and charges. State proceedings which have arisen are discussed below. The Utilities continue to monitor and investigate the impact of state regulatory impacts resulting from the Tax Act.
Federal Regulation

With respect to their wholesale services and rates, the Utilities, AE Supply, ATSI, AGC, FES, FG, MAIT, NG PATH and TrAIL are subject to regulation by FERC. Under the FPA, FERC regulates rates for interstate wholesale sales, transmission of electric power, accounting and other matters, including construction and operation of hydroelectric projects. FERC regulations require ATSI, JCP&L, ME,MAIT, MP, PE, PN, WP and TrAIL to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of ATSI, JCP&L, ME,MAIT, MP, PE, PN, WP and TrAIL are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the PJM Tariff. See "FERC Matters" below.

To date, FERC Matters below.has yet to issue guidance to address how to reflect the impacts resulting from the Tax Act in customer rates. Management continues to monitor and investigate the impact of changes to federal regulation resulting from the Tax Act.

FERC regulates the sale of power for resale in interstate commerce in part by granting authority to public utilities to sell wholesale power at market-based rates upon showing that the seller cannot exert market power in generation or transmission or erect barriers to entry into markets. The Utilities, AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley Hydro, LLC each have been authorized by FERC to sell wholesale power in interstate commerce at market-based rates and have a market-based rate tariff on file with FERC;FERC, although major wholesale purchases remain subject to regulation by the relevant state commissions. As a condition to selling electricity on a wholesale basis at market-based rates, the Utilities, AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley, Hydro, LLC, like other entities granted market-based rate authority, must file electronic quarterly reports with FERC listing their sales transactions for the prior

3




quarter. However, consistent with its historical practice, FERC has granted AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley Hydro, LLC a waiver from certain reporting, record-keeping and accounting requirements that typically apply to traditional public utilities. Along with market-based rate authority, FERC also granted AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley Hydro, LLC blanket authority to issue securities and assume liabilities under Section 204 of the FPA.

The nuclear generating facilities owned and leased by NG OE and TE, and operated by FENOC are subject to extensive regulation by the NRC. The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security, and environmental and radiological aspects of those stations. The NRC may modify, suspend or revoke operating licenses and impose civil penalties for failure to comply with the Atomic Energy Act, the regulations under such Act or the terms of the licenses. FENOC is the licensee for the operating nuclear plants and has direct compliance responsibility for NRC matters. FES controls the economic dispatch of NG’s plants. See Nuclear Regulation"Nuclear Regulation" below.



Federally-enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the Utilities, FES and certain of its subsidiaries, AE Supply, FG, FENOC, NG, ATSI, MAIT and TrAIL. NERC is the ERO designated by FERC to establish and enforce these reliability standards, although NERC has delegated day-to-day implementation and enforcement of these reliability standards to eight regional entities, including RFC. All of FirstEnergy's facilities are located within the RFC region. FirstEnergy actively participates in the NERC and RFC stakeholder processes, and otherwise monitors and manages its companies in response to the ongoing development, implementation and enforcement of the reliability standards implemented and enforced by RFC.

FirstEnergy, including FES, believes that it is in compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities, FirstEnergy, including FES, occasionally learns of isolated facts or circumstances that could be interpreted as excursions from the reliability standards. If and when such occurrences are found, FirstEnergy, including FES, develops information about the occurrence and develops a remedial response to the specific circumstances, including in appropriate cases “self-reporting” an occurrence to RFC. Moreover, it is clear that NERC, RFC and FERC will continue to refine existing reliability standards as well as to develop and adopt new reliability standards. Any inability on FirstEnergy's, including FES, part to comply with the reliability standards for its bulk electric system could result in the imposition of financial penalties, and obligations to upgrade or build transmission facilities, that could have a material adverse effect on its financial condition, results of operations and cash flows.
Regulatory Accounting

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities, AGC, ATSI, MAIT and TrAIL since their rates are established by a third-party regulator with the authority to set rates that bind customers, are cost-based and can be charged to and collected from customers.

The Utilities, AGC, ATSI, PATHMAIT and TrAIL recognize, as regulatory assets and regulatory liabilities, costs which FERC and the various state utility commissions, as applicable, have authorized for recovery/return from/to customers in future periods or for which authorization is probable. Without the probability of such authorization, costs currently recorded as regulatory assets and regulatory liabilities would have been charged to income as incurred. All regulatory assets and liabilities are expected to be recovered/returned from/to customers. Based on current ratemaking procedures, the Utilities, AGC, ATSI, PATHMAIT and TrAIL continue to collect cost-based rates for their transmission and distribution services and, in the case of PATH, for its abandoned plant, which remains regulated;services; accordingly, it is appropriate that the Utilities, AGC, ATSI, PATHMAIT and TrAIL continue the application of regulatory accounting to those operations.

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities, AGC, ATSI, PATH and TrAIL since their rates are established by a third-party regulator with the authority to set rates that bind customers, are cost-based and can be charged to and collected from customers.

An enterprise meeting all of these criteria capitalizes costs that would otherwise be charged to expense (regulatory assets) if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. Regulatory accounting is applied only to the parts of the business that meet the above criteria. If a portion of the business applying regulatory accounting no longer meets those requirements, previously recorded net regulatory assets or liabilities are removed from the balance sheet in accordance with GAAP.

As a result of the Tax Act, FirstEnergy adjusted its net deferred tax liabilities at December 31, 2017, for the reduction in the corporate income tax rate from 35% to 21%. For the portions of FirstEnergy’s business that apply regulatory accounting, the impact of reducing the net deferred tax liabilities was offset with a regulatory liability, as appropriate, for amounts expected to be refunded to rate payers in future rates, with the remainder recorded to deferred income tax expense.
Maryland Regulatory Matters

PE provides SOS pursuant to a combination of settlement agreements, MDPSC orders and regulations, and statutory provisions. SOS supply is competitively procured in the form of rolling contracts of varying lengths through periodic auctions that are overseen by the MDPSC and a third partythird-party monitor. Although settlements with respect to residential SOS supply for PE customers have expired, on December 31, 2012, by statute, service continues in the same manner unlessuntil changed by order of the MDPSC. The settlement provisions relating to non-residential SOS have also expired; however, by MDPSC order, the terms of service remain in place unless PE requests or the MDPSC orders a change. PE recovers its costs plus a return for providing SOS.

The Maryland legislature adopted a statute in 2008 codifying the EmPOWER Maryland goals to reduce electric consumption by 10% and reduce electricity demand by 15%, inand requiring each case by 2015. PE's initialelectric utility to file a plan submitted in complianceevery three years. On July 16, 2015, the MDPSC issued an order setting new incremental energy savings goals for 2017 and beyond, beginning with the goal of 0.97% savings achieved under PE's current plan for 2016, and increasing 0.2% per year thereafter to reach 2%. The Maryland legislature in April 2017 adopted a statute was approved in 2009, at which time expenditures were estimatedrequiring the same 0.2% per year increase, up to be approximately $101 millionthe ultimate goal of 2% annual savings, for the PEduration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs for the entire periodand services are available. The costs of 2009-2015. PE's third2015-2017 plan covering the three-year period 2015-2017, was approved by the MDPSC in December 2014 were approximately $60 million. PE filed its 2018-2020 EmPOWER Maryland plan on August 31, 2017. The 2018-2020 plan continues and expands upon prior years' programs, and adds new programs, for a projected total cost of $116 million over the three-year period. On December 23, 2014. The projected costs of22, 2017, the 2015-2017MDPSC issued an order approving the 2018-2020 plan are approximately $64 million for that three year period. with various modifications.PE continues to recover

4




recovers program costs subject to a five-year amortization. Maryland law only allows for the utility to recover lost distribution revenue attributable to energy efficiency or demand reduction programs through a base rate case proceeding, and to date, such recovery has not been sought or obtained by PE.

The MDPSC adopted rules, effective May 28, 2012, that set utility-specific SAIDI and SAIFI targets for 2012-2015; prescribed detailed tree-trimming requirements, outage restoration and downed wire response deadlines; imposed other reliability and customer satisfaction requirements; and established annual reporting requirements. The MDPSC is required to assess each utility's compliance with the new rules, and may assess penalties of up to $25,000 per day, per violation. The MDPSC issued orders accepting PE's reports on compliance under the new rules on September 3, 2013 and August 27, 2014.

On February 27, 2013, the MDPSC issued an order (the February 27 Order) requiring the Maryland electric utilities to submit analyses relating to the costs and benefits of making further system and staffing enhancements in order to attempt to reduce storm outage durations. The order further required the Staff of the MDPSC to report on possible performance-based rate structures and to propose additional rules relating to feeder performance standards, outage communication and reporting, and sharing of special needs customer information. PE's final filing on September 3, 2013,responsive filings discussed the steps needed to harden the utility's system in order to attempt to achieve various levels of storm response speed described in the February 272013 Order, and projected that it would require approximately $2.7 billion in infrastructure investments over 15 years to attempt to achieve the quickest level of response for the largest storm projected in the February 272013 Order. On July 1, 2014, the Staff of the MDPSC issued a set of reports that recommended the imposition of extensive additional


requirements in the areas of storm response, feeder performance, estimates of restoration times, and regulatory reporting. The Staff also recommendedreporting, as well as the imposition of penalties, including customer rebates, for a utility's failure or inability to comply with the escalating standards of storm restoration speed proposed by the Staff.Staff of the MDPSC. In addition, the Staff of the MDPSC proposed that the Maryland utilities be required to develop and implement system hardening plans, up to a rate impact cap on cost. The MDPSC conducted a hearing September 15-18, 2014, to consider certain of these matters, and has not yet scheduled further proceedingsissued a ruling on any of those matters.

On September 26, 2016, the matters.MDPSC initiated a new proceeding to consider an array of issues relating to electric distribution system design, including matters relating to electric vehicles, distributed energy resources, advanced metering infrastructure, energy storage, system planning, rate design, and impacts on low-income customers. Comments were filed and a hearing was held in late 2016.On January 31, 2017, the MDPSC issued a notice establishing five working groups to address these issues over the following eighteen months, and also directed the retention of an outside consultant to prepare a report on costs and benefits of distributed solar generation in Maryland. On January 19, 2018, PE filed a joint petition, along with other utility companies, work group stakeholders, and the MDPSC electric vehicle work group leader, to implement a statewide electric vehicle portfolio. If approved, PE will launch an electric vehicle charging infrastructure program on January 1, 2019, offering up to 2,000 rebates for electric vehicle charging equipment to residential customers, and deploying up to 259 chargers at non-residential customer service locations at a projected total cost of $12 million. PE is proposing to recover program costs subject to a five-year amortization. On February 6, 2018, the MDPSC opened a new proceeding to consider the petition and directed that comments be filed by March 16, 2018.

On January 12, 2018, the MDPSC instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of Maryland utilities. PE must track and apply regulatory accounting treatment for the impacts beginning January 1, 2018, and submitted a report to the MDPSC on February 15, 2018, estimating that the Tax Act impacts would be approximately $7 million to $8 million annually for PE’s customers and proposed to file a base rate case in the third quarter of 2018 where the benefits from the effects of the Tax Act will be realized by customers through a lower rate increase than would otherwise be necessary.
New Jersey Regulatory Matters

JCP&L currently provides BGS for retail customers who do not choose a third party EGS and for customers of third partythird-party EGSs that fail to provide the contracted service. The supply for BGS which is comprised of two components, is provided through contracts procured through separate, annually held descending clock auctions, the results of which are approved by the NJBPU. One BGS component and auction, reflectingreflects hourly real time energy prices and is available for larger commercial and industrial customers. The othersecond BGS component and auction, providingprovides a fixed price service and is intended for smaller commercial and residential customers. All New Jersey EDCs participate in this competitive BGS procurement process and recover BGS costs directly from customers as a charge separate from base rates.

JCP&L currently operates under rates that were approved by the NJBPU on December 12, 2016, effective as of January 1, 2017. These rates provide an annual increase in operating revenues of approximately $80 million from those previously in place and are intended to improve service and benefit customers by supporting equipment maintenance, tree trimming, and inspections of lines, poles and substations, while also compensating for other business and operating expenses. In addition, on January 25, 2017, the NJBPU approved the acceleration of the amortization of JCP&L’s 2012 major storm expenses that are recovered through the SRC in order for JCP&L to achieve full recovery by December 31, 2019.

Pursuant to the NJBPU's March 26, 2015 final order in JCP&L's 2012 rate case proceeding directing that certain studies be completed, on July 22, 2015, the NJBPU approved the NJBPU staff's recommendation to implement such studies, which included operational and financial components. The independent consultant conducting the review issued a final report on July 27, 2016, recognizing that JCP&L is meeting the NJBPU requirements and making various operational and financial recommendations. The NJBPU issued an Order on August 24, 2016, that accepted the independent consultant’s final report and directed JCP&L, the Division of Rate Counsel and other interested parties to address the recommendations.

In an orderOrder issued July 31, 2012, the NJBPU ordered JCP&L to file a base rate case using a historical 2011 test year. The rate case petition was filed on November 30, 2012 by JCP&L requesting approval to increase revenues by approximately $31 million, which included the recovery of 2011 storm restoration costs but excluded approximately $603 million of costs incurredOctober 22, 2014, in 2012 associated with the impact of Hurricane Sandy. In the initial briefs of the parties, the Division of Rate Counsel recommended that base rate revenues be reduced by $214.9 million while the NJBPU Staff recommended a $207.4 million reduction (such amounts do not address the revenue requirements associated with the major storm events of 2011 and 2012). On May 5, 2014, JCP&L submitted updated schedules to reflect the result of the generic storm cost proceeding, discussed below, to revise the debt rate to 5.93%, and to request that base rate revenues be increased by $9.1 million, including the recovery of 2011 storm costs. The record in the case was closed as of June 30, 2014. The ALJ provided his initial Decision on January 8, 2015, which recommended an annual revenue reduction of $107.5 million and did not include the recovery of 2012 storm costs or any CTA. On February 11, 2015, the NJBPU approved a 45-day extension to render a final decision.

On January 23, 2013, the NJBPU opened a generic proceeding to review its policies with respect to the use of a CTA in base rate cases. The NJBPU and its Staff solicited, and were provided, input from interested stakeholders, including utilities and the Division of Rate Counsel. On June 18, 2014,cases, the NJBPU Staff proposed to amend current CTA policy by: 1) calculating savings using a 5 year look back from the beginning of the test year; 2) allocating savings with 75% retained by the company and 25% allocated to rate payers; and 3) excluding transmission assets of electric distribution companies in the savings calculation. JCP&L and other stakeholders filed written comments on the Staff proposal. In its Order issued October 22, 2014, the NJBPU stated that it would continue to apply its current CTA policy in base rate cases, subject to incorporating the staff proposed modifications (as discussed above). For pending base rate cases in whichfollowing modifications: (i) calculating savings using a five-year look back from the record had closed, such as JCP&L’s, the NJBPU would, following an initial decisionbeginning of the ALJ, reopentest year; (ii) allocating savings with 75% retained by the record for the limited purposecompany and 25% allocated to rate payers; and (iii) excluding transmission assets of adding a CTA calculation reflecting the modified policy and allow parties the opportunity to comment. FirstEnergy expects the application of the modified policyelectric distribution companies in the pending JCP&L base rate case to reduce annual revenues by approximately $5 million.savings calculation. On November 5, 2014, the Division of Rate Counsel appealed the NJBPU Order regarding the generic CTA proceeding to the Superior Court of New Jersey Superior Court.Appellate Division and JCP&L has filed to participate as a respondent in that proceeding.proceeding supporting the order. On September 18, 2017, the Superior Court of New Jersey Appellate Division reversed the NJBPU's Order on the basis that the NJBPU's modification of its CTA methodology did not comply with the procedures of the NJAPA. JCP&L's existing rates are not expected to be impacted by this order. On December 19, 2017, the NJBPU approved the issuance of proposed rules to modify the CTA methodology consistent with its October 22, 2014 Generic Order. Theproposed rule was published in the NJ Register on January 16, 2018, and was republished on February 6, 2018, to correct an error.Interested parties have sixty days to comment on the proposed rulemaking.

At the December 19, 2017 NJBPU public meeting, the NJBPU approved its IIP rulemaking. The IIP creates a financial incentive for utilities to accelerate the level of investment needed to promote the timely rehabilitation and replacement of certain non-revenue producing components that enhance reliability, resiliency, and/or safety. JCP&L expects to make a filing in 2018.



On March 20, 2013,January 31, 2018, the NJBPU ordered thatinstituted a generic proceeding be established to investigateexamine the prudenceimpacts of costs incurred by allthe Tax Act on the rates and charges of New Jersey utilitiesutilities. JCP&L must track and apply regulatory accounting treatment for service restoration efforts associated with the major storm events of 2011impacts effective January 1, 2018, and 2012. The Order provided that if any utility had already filedfile a proceeding for recovery of such storm costs, to the extent the amount of approved recovery had not yet been determined, the prudence of such costs would be reviewed in the generic proceeding. On May 31, 2013, the NJBPU clarified its earlier order to indicate that the 2011 major storm costs would be reviewed expeditiously in the generic proceeding,

5




with the goal of maintaining the base rate case schedule established by the ALJ where recovery of such costs would be addressed. The NJBPU further indicated that it would review the 2012 major storm costs in the generic proceeding and the recovery of such costs would be considered through a Phase II in the existing base rate case or through another appropriate method to be determined at the conclusion of the generic proceeding. On June 21, 2013, JCP&L filed a detailed report in support of recovery of major storm costs with the NJBPU. On February 24, 2014, a Stipulation was filedpetition with the NJBPU by JCP&L,March 2, 2018, regarding the Division of Rate Counsel and NJBPU Staff which will allow recovery of $736 million of JCP&L’s $744 million of costs related to the significant weather events of 2011 and 2012. As a result, FirstEnergy recorded a regulatory asset impairment charge of approximately $8 million (pre-tax) as of December 31, 2013. By its Order of March 19, 2014, the NJBPU approved the Stipulation of Settlement. Although the settlement permits recovery of 2011 and 2012 storm costs, the recoveryexpected impacts of the 2011 costsTax Act on JCP&L’s expenses and revenues and how the effects will be addressed in the pending base rate case; whereas the manner and timing of recovery of the 2012 storm costs totaling $580 million will be determined by the NJBPU.passed through to its customers.
Ohio Regulatory Matters

The Ohio Companies primarilycurrently operate under their ESP 3 planIV which commenced June 1, 2016 and expires on May 31, 2016.2024. The material terms of ESP 3 include:
ContinuingIV, as approved in the currentPUCO’s Opinion and Order issued on March 31, 2016 and Fifth Entry on Rehearing on October 12, 2016, include Rider DMR, which provides for the Ohio Companies to collect $132.5 million annually for three years, with the possibility of a two-year extension. Rider DMR will be grossed up for federal income taxes, resulting in an approved amount of approximately $204 million annually. Revenues from Rider DMR will be excluded from the significantly excessive earnings test for the initial three-year term but the exclusion will be reconsidered upon application for a potential two-year extension. The PUCO set three conditions for continued recovery under Rider DMR: (1) retention of the corporate headquarters and nexus of operations in Akron, Ohio; (2) no change in control of the Ohio Companies; and (3) a demonstration of sufficient progress in the implementation of grid modernization programs approved by the PUCO. ESP IV also continues a base distribution rate freeze through May 31, 2016;2024. In addition, ESP IV continues the supply of power to non-shopping customers at a market-based price set through an auction process.
Continues
ESP IV also continues Rider DCR, which supports continued investment related to the distribution system for the benefit of customers, with increased revenue caps of $30 million per year from June 1, 2016 through May 31, 2019; $20 million per year from June 1, 2019 through May 31, 2022; and $15 million per year from June 1, 2022 through May 31, 2024. Other material terms of ESP IV include: (1) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
Continuing (2) an agreement to providefile a Grid Modernization Business Plan for PUCO consideration and approval (which filing was made on February 29, 2016, and remains pending); (3) a goal across FirstEnergy to reduce CO2 emissions by 90% below 2005 levels by 2045; (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and assistance to low-income customers for the two-year plan period at levels establishedjob retention in the prior ESP;Ohio Companies’ service territories; (b) establish a fuel-fund in each of the Ohio Companies’ service territories to assist low-income customers; and (c) establish a Customer Advisory Council to ensure preservation and growth of the competitive market in Ohio; and (5) an agreement to file an application to transition to a straight fixed variable cost recovery mechanism for residential customers' base distribution rates (which filing was made on April 3, 2017, and remains pending).
A 6% generation rate discount to certain low income customers provided by
Several parties, including the Ohio Companies, throughfiled applications for rehearing regarding the Ohio Companies’ ESP IV with the PUCO. The Ohio Companies’ application for rehearing challenged, among other things, the PUCO’s failure to adopt the Ohio Companies’ suggested modifications to Rider DMR. The Ohio Companies had previously suggested that a bilateral wholesale contract with FES (FES is oneproperly designed Rider DMR would be valued at $558 million annually for eight years, and include an additional amount that recognizes the value of the wholesale supplierseconomic impact of FirstEnergy maintaining its headquarters in Ohio. Other parties’ applications for rehearing argued, among other things, that the PUCO’s adoption of Rider DMR is not supported by law or sufficient evidence. On August 16, 2017, the PUCO denied all remaining intervenor applications for rehearing, denied the Ohio Companies’ challenges to the modifications to Rider DMR and added a third-party monitor to ensure that Rider DMR funds are spent appropriately. On September 15, 2017, the Ohio Companies);
Continuing to provide power to non-shopping customers at a market-based price set throughCompanies filed an auction process;
Continuing Rider DCR that allows continued investment in the distribution systemapplication for the benefit of customers;
Continuing commitment not to recover from retail customers certain costs related to transmission cost allocations for the longerrehearing of the five-year period from June 1, 2011 through May 31, 2016 or whenPUCO’s August 16, 2017 ruling on the amountissues of costs avoided by customersthe third-party monitor and the ROE calculation for certain types of products totals $360 million, subject toadvanced metering infrastructure. On October 11, 2017, the outcome of certain FERC proceedings;
Securing generation supply for a longer period of time by conducting an auction for a three-year period rather than a one-year period, in each of October 2012 and January 2013, to mitigate any potential price spikes forPUCO denied the Ohio Companies' utility customers who do not switch to a competitive generation supplier;application for rehearing on both issues. On October 16, 2017, the Sierra Club and
Extending the recovery period for costs associated with purchasing RECs mandated by SB221, Ohio's renewable energy and energy efficiency standard, through the end of the new ESP 3 period. This is expected to initially reduce the monthly renewable energy charge for all non-shopping utility customers of the Ohio Companies by spreading out the costs over the entire ESP period.

NoticesManufacturer's Association Energy Group filed notices of appeal of the Ohio Companies' ESP 3 plan towith the Supreme Court of Ohio wereappealing various PUCO entries on their applications for rehearing. On November 16, 2017, the Ohio Companies intervened in the appeal. Additional parties subsequently filed bynotices of appeal with the NortheastSupreme Court of Ohio Public Energy Council and the ELPC. The matter has not yet been scheduledchallenging various PUCO entries on their applications for oral argument.rehearing. For additional information, see “FERC Matters - Ohio ESP IV PPA,” below.

The Ohio Companies filed an application with the PUCO on August 4, 2014 seeking approval of their ESP IV entitled Powering Ohio's Progress. The Ohio Companies have requested a decision by the PUCO by April 8, 2015. The Ohio Companies filed a partial Stipulation and Recommendation on December 22, 2014. The evidentiary hearing on the ESP IV is scheduled to commence on April 13, 2015. The material terms of the proposed plan include:
Continuing a base distribution rate freeze through May 31, 2019;
Continuing collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
Providing economic development and assistance to low-income customers for the three-year plan period;
An Economic Stability Program providing for a retail rate stability rider to flow through charges or credits representing the net result of the costs paid to FES through a proposed 15-year purchase power agreement for the output of Sammis, Davis-Besse and FES’ share of OVEC against the revenues received from selling the output into the PJM markets over the same period;
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
Continuing Rider DCR with increased revenue caps of approximately $30 million per year that allows continued investment supporting the distribution system for the benefit of customers;
A commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of such costs avoided by customers for certain types of products totals $360 million, including appropriately such costs from MISO along with such costs from PJM, subject to the outcome of certain FERC proceedings; and
General updates to electric service regulations and tariffs to reflect regulatory orders, administrative rule changes, and current practices.

Under Ohio's energy efficiency standards (SB221 and SB310), and the Ohio Companies' filing of amended energy efficiency plans,ORC 4928.66, the Ohio Companies are required to implement energy efficiency programs that achieve a totalcertain annual energy savings equivalentand total peak demand reductions. Starting in 2017, ORC 4928.66 requires the energy savings benchmark to increase by 1% and the peak demand reduction benchmark to increase by 0.75% annually thereafter through 2020 and the energy savings benchmark to increase by 2% annually from 2021 through 2027, with a cumulative benchmark of approximately 2,237 GWHs in 2014, 2015 and 2016. The22.2% by 2027. On April 15, 2016, the Ohio Companies are also required to reduce peak demand in 2009 by 1%, withfiled an additional 0.75% reduction each year thereafter through 2014, and retain the 2014 levelapplication for 2015 and 2016, and then increase the benchmark by an additional 0.75% thereafter through 2020.

On March 20, 2013, the PUCO approved theapproval of their three-year energy efficiency portfolio plans for 2013-2015, estimatedthe period from January 1, 2017 through December 31, 2019. The plans as proposed comply with benchmarks contemplated by ORC 4928.66 and provisions of the ESP IV, and include a portfolio of energy efficiency programs targeted to costa variety of customer segments, including residential customers, low income customers, small commercial customers, large commercial and industrial customers and governmental entities. On December 9, 2016, the Ohio Companies filed a Stipulation and Recommendation with several parties that contained changes to the plan and a decrease in the plan costs. The Ohio Companies anticipate the cost of the plans will be approximately $250$268 million over the three-year period, which islife of the portfolio plans and such costs are expected to be recovered in rates. Applications for

6




rehearing were filed bythrough the Ohio Companies and several other parties.Companies’ existing rate mechanisms. On July 17, 2013,November 21, 2017, the PUCO deniedissued an order that approved the filed Stipulation and Recommendation with several modifications, including a cap on the Ohio Companies' application for rehearing, in part, but authorizedCompanies’ collection of program costs and shared savings set at4% of the Ohio CompaniesCompanies’ total sales to receive 20% of any revenues obtained from offering energy efficiency and DR reserves into the PJM auction. The PUCO also confirmed that the Ohio Companies can recover PJM costs and applicable penalties associated with PJM auctions, including the costs of purchasing replacement capacity from PJM incremental auctions, to the extent that such costs or penalties are prudently incurred.customers as reported on FERC Form 1. On August 16, 2013, ELPC and OCC filed applications for rehearing, which were granted for the sole purpose of further consideration of the issue. On September 24, 2014,December 21, 2017, the Ohio Companies filed an amendment to their portfolio plan as contemplated by SB310, seeking to suspend certain programs for the 2015-2016 period in order to better align the plan with the new benchmarks under SB310. On November 20, 2014, the PUCO approved the Ohio Companies' amended portfolio plan. Several applicationsapplication for rehearing were filed, andchallenging the PUCO granted those applications for further considerationPUCO’s modification of the matters specified in those applications.

On September 16, 2013,Stipulation and Recommendation to include the Ohio Companies filed with the Supreme Court of Ohio a notice of appeal of the PUCO's July 17, 2013 Entry on Rehearing related to energy efficiency, alternative energy, and long-term forecast rules stating that the rules issued4% cost cap, which was denied by the PUCO are inconsistent with, and are not supported by, statutory authority. On October 23, 2013, the PUCO filed a motion to dismiss the appeal, which is still pending. The matter has not been scheduled for oral argument.on January 10, 2018.



Ohio law requires electric utilities and electric service companies in Ohio to serve part of their load from renewable energy resources measured by an annually increasing percentage amount through 2024,2026, except that in 2014 SB310 froze 2015 and 2016 that remainrequirements at the 2014 level.level (2.5%), pushing back scheduled increases, which resumed in 2017 (3.5%), and increases 1% each year through 2026 (to 12.5%) and shall remain at 12.5% in 2027 and each year thereafter. The Ohio Companies conducted RFPs in 2009, 2010 and 2011 to secure RECs to help meet these renewable energy requirements. In September 2011, the PUCO opened a docket to review the Ohio Companies' alternative energy recovery rider through which the Ohio Companies recover the costs of acquiring these RECs. The PUCO issued an Opinion and Order on August 7, 2013, approving the Ohio Companies' acquisition process and their purchases of RECs to meet statutory mandates in all instances except for part of thecertain purchases arising from one auction and directingdirected the Ohio Companies to credit non-shopping customers in the amount of $43.4 million, plus interest, on the basis that the Ohio Companies did not prove such purchases were prudent. Based on the PUCO ruling, a regulatory charge of approximately $51 million, including interest, was recorded in the fourth quarter of 2013. On December 24, 2013, following the denial of their application for rehearing, the Ohio Companies filed a notice of appeal and a motion for stay of the PUCO's order with the Supreme Court of Ohio, which was granted. On February 18, 2014, theThe OCC and the ELPC also filed appeals of the PUCO's order. The Ohio Companies filed their merit brief withOn January 24, 2018, the Supreme Court of Ohio reversed the PUCO order finding that the order violated the rule against prohibiting retroactive ratemaking. On February 5, 2018, the OCC and ELPC filed a motion for reconsideration, to which the Ohio Companies responded in opposition on March 6, 2014 and the briefing process concluded on December 24, 2014. The matter is not yet scheduled for oral argument.February 15, 2018.

On April 9, 2014, the PUCO initiated a generic investigation of marketing practices in the competitive retail electric service market, with a focus on the marketing of fixed-price or guaranteed percent-off SSO rate contracts where there is a provision that permits the pass-through of new or additional charges. On November 18, 2015, the PUCO ruled that on a going-forward basis, pass-through clauses may not be included in fixed-price contracts for all customer classes. On December 18, 2015, FES filed an Application for Rehearing seeking to change the ruling or have it only apply to residential and small commercial customers. On January 13, 2016, the PUCO granted reconsideration for further consideration of the matters specified in the applications for rehearing. On March 29, 2017, the PUCO issued a Second Entry on Rehearing that granted, in part, the applications for rehearing filed by FES and other parties, finding that the PUCO’s guidelines regarding fixed-price contracts should not apply to large mercantile customers. This finding changes the original order, which applied the guidelines to all customers, including mercantile customers. The PUCO also reaffirmed several provisions of the original order, including that the fixed-price guidelines only apply on a going-forward basis and not to existing contracts and that regulatory-out clauses in contracts are permissible.

On December 1, 2017, the Ohio Companies filed an application with the PUCO for approval of a DPM Plan. The DPM Plan is a portfolio of approximately $450 million in distribution platform investment projects, which are designed to modernize the Ohio Companies’ distribution grid, prepare it for further grid modernization projects, and provide customers with immediate reliability benefits. The Ohio Companies have requested that the PUCO issue an order approving the DPM Plan and associated cost recovery no later than May 2, 2018, so that the Ohio Companies can expeditiously commence the DPM Plan and customers can begin to realize the associated benefits.

On January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act and determine the appropriate course of action to pass benefits on to customers. The Ohio Companies must establish a regulatory liability, effective January 1, 2018, for the estimated reduction in federal income tax resulting from the Tax Act, and filed comments on February 15, 2018, explaining that customers will save nearly $40 million annually as a result of updating tariff riders for the tax rate changes and that the Ohio Companies’ base distribution rates are not impacted by the Tax Act changes because they are frozen through May 2024.
Pennsylvania Regulatory Matters

The Pennsylvania Companies currently operate under DSPs that expire onfor the June 1, 2017 through May 31, 2015, and2019 delivery period, which provide for the competitive procurement of generation supply for customers thatwho do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service. The default serviceUnder the DSPs, the supply is currentlywill be provided by wholesale suppliers through a mix of long-term and short-term contracts procured through descending clock auctions, competitive requests for proposals and spot market purchases. On July 24, 2014, the PPUC unanimously approved a settlement of the Pennsylvania Companies' DSPs for the period of June 1, 2015 through May 31, 2017, that provides for quarterly descending clock auctions to procure 3, 12 and 24-month energy contracts, as well as one RFP seekingfor 2-year SREC contracts to secure SRECs for ME, PN and Penn. The DSPs include modifications to the Pennsylvania Companies’ POR programs in order to reduce the level of uncollectible expense the Pennsylvania Companies experience associated with alternative EGS charges.

The PPUC entered an Order on March 3, 2010 that deniedOn December 11, 2017, the recovery of marginal transmission losses through the TSC riderPennsylvania Companies filed DSPs for the period of June 1, 20072019 through MarchMay 31, 2008,2023 delivery period. Under the 2019-2023 DSPs, the supply is proposed to be provided by wholesale suppliers through a mix of 3, 12 and directed24-month energy contracts, as well as two RFPs for 2-year SREC contracts for ME, PN and PNPenn. The 2019-2023 DSPs as proposed also include modifications to submitthe Pennsylvania Companies’ POR programs in order to continue their clawback pilot program as a new tarifflong-term, permanent program term. The 2019-2023 DSPs also introduce a retail market enhancement rate mechanism designed to stimulate residential customer shopping, and modifications to the Pennsylvania Companies’ customer class definitions to allow for the introduction of hourly priced default service to customers at or tariff supplement reflectingabove 100kW. A hearing has been scheduled for April 10-11, 2018, and the removal of marginal transmission losses from the TSC. PursuantPPUC is expected to issue a planfinal order on these DSPs by mid-September 2018.

The Pennsylvania Companies operate under rates that were approved by the PPUC ME and PN refunded those amounts to customers over 29-months concludingon January 19, 2017, effective as of January 27, 2017. These rates provide annual increases in the second quarter of 2013. On appeal, the Commonwealth Court affirmed the PPUC's Order to the extent that it holds that line loss costs are not transmission costs and, therefore, the approximately $254 million in marginal transmission losses and associated carrying charges for the period prior to January 1, 2011, are not recoverable under ME's and PN's TSC riders. The Pennsylvania Supreme Court denied ME's and PN's Petition for Allowance of Appeal and the Supreme Court of the United States denied ME's and PN's Petition for Writ of Certiorari. The U.S. District Court for the Eastern District of Pennsylvania granted the PPUC's motion to dismiss the complaint filed by ME and PN to obtain an order that would enjoin enforcement of the PPUC and Pennsylvania court orders under a theory of federal preemption on the question of retail rate recovery of the marginal transmission loss charges. As a result of the U.S. District Court's decision, FirstEnergy recorded a regulatory asset impairment chargeoperating revenues of approximately $254$96 million (pre-tax) inat ME, $100 million at PN, $29 million at Penn, and $66 million at WP, and are intended to benefit customers by modernizing the quarter ended September 30, 2013. On appeal, on September 16, 2014, in a split decision, two judges of a three-judge panel of the United States Court of Appeals for the Third Circuit affirmed the U.S. District Court's dismissal of the complaint, agreeing that MEgrid with smart technologies, increasing vegetation management activities, and PN had litigated the issue in the state proceedings and thus were precluded from subsequent litigation in federal court. On September 30, 2014, ME and PN filed for rehearing and rehearing en banc before the Third Circuit and, on October 15, 2014, the Third Circuit rejected that rehearing request. ME and PN filed a Petition for Certiorari with the U.S. Supreme Court on February 12, 2015.continuing other customer service enhancements.



Pursuant to Pennsylvania's EE&C legislation (Actin Act 129 of 2008), the2008 and PPUC was charged with reviewing the cost effectiveness oforders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. TheOn June 19, 2015, the PPUC found the energy efficiency programs to be cost effective and directed all of the electric utilities in Pennsylvania to submit by November 15, 2012,issued a Phase II EE&C Plan that would be in effect

7




for the period June 1, 2013 through May 31, 2016. The PPUC deferred ruling on the need to create peakIII Final Implementation Order setting: demand reduction targets, and did not include arelative to each Pennsylvania Companies' 2007-2008 peak demand (in MW), at 1.8%for ME, 1.7% for Penn, 1.8% for WP, and 0% for PN; and energy consumption reduction requirement in the Phase II plans. On March 14, 2013, the PPUC adoptedtargets, as a settlement among thepercentage of each Pennsylvania CompaniesCompanies’ historic 2010 forecasts (in MWH), at 4.0% for ME, 3.9%for PN, 3.3% for Penn, and interested parties and approved the2.6% for WP. The Pennsylvania Companies' Phase IIIII EE&C Plansplans for the June 2016 through May 2021 period, 2013-2016. Totalwhich were approved in March 2016, with expected costs of these plansup to $390 million, are expecteddesigned to be approximately $234 million and recoverableachieve the targets established in the PPUC's Phase III Final Implementation Order with full recovery through the Pennsylvania Companies' reconcilable EE&C riders.

Pursuant to Act 11 of 2012, Pennsylvania EDCs may establish a DSIC to recover costs of infrastructure improvements and costs related to highway relocation projects with PPUC approval. Pennsylvania EDCs must file LTIIPs outlining infrastructure improvement plans for PPUC review and approval prior to approval of a DSIC. On August 4, 2014, the Pennsylvania Companies each filed tariffs withFebruary 11, 2016, the PPUC proposing general rate increases associated with their distribution operations. The filings request approval to increase operating revenues by approximately $151.9 million at ME, $119.8 million at PN, $28.5 million at Penn, and $115.5 million at WP based upon fully projected future test yearsapproved LTIIPs for the twelve months ending April 30, 2016 at each of the Pennsylvania Companies. On June 14, 2017, the PPUC approved modified LTIIPs for ME, PN and Penn for the remaining years of 2017 through 2020 to provide additional support for reliability and infrastructure investments. The LTIIPs estimated costs for the remaining period of 2018 to 2020, as modified, are: WP $50.1 million; PN $44.8 million; Penn $33.2 million; and ME $51.3 million.

On February 3, 2015, each of16, 2016, the Pennsylvania Companies filed DSIC riders for PPUC approval for quarterly cost recovery, which were approved by the PPUC on June 9, 2016, and went into effect July 1, 2016, subject to hearings and refund or reallocation among customer classes. On January 19, 2017, in the PPUC’s order approving the Pennsylvania Companies’ general rate cases, the PPUC added an additional issue to the DSIC proceeding to include whether ADIT should be included in DSIC calculations. On February 2, 2017, the parties to the DSIC proceeding submitted a Joint Petition for Settlement seekingto the ALJ that resolved the issues that were pending from the order issued on June 9, 2016, which is pending PPUC approval ofapproval. The ADIT issue is subject to further litigation and a hearing was held on May 12, 2017. On August 31, 2017, the agreements reached in each proceeding which included, among other things: 1) increases in current distribution revenues of $89.3 million for ME, $90.8 million for PN, $15.9 million for Penn and $96.8 million for WP; 2)ALJ issued a Universal Services Charge Rider to be established for WP; 3) storm reserve accounts for future storm recovery to be established for eachdecision recommending that the complaint of the Pennsylvania Companies;OCA be granted by the PPUC such that the Pennsylvania Companies reflect all federal and 4) certain other operational and customer service-related provisions.state income tax deductions related to DSIC-eligible property in the currently effective DSIC rates. If the decision is approved by the PPUC, the impact is not expected to be material to FirstEnergy. The sole issue reserved for briefing was with respectPennsylvania Companies filed exceptions to the scopedecision on September 20, 2017, and pricingreply exceptions on October 2, 2017.

On February 12, 2018, the PPUC initiated a proceeding to determine the effects of the Companies' proposed LED offerings. OrdersTax Act on the proposed increases are expectedtax liability of utilities and the feasibility of reflecting such impacts in May 2015.rates charged to customers. By March 9, 2018, the Pennsylvania Companies must submit information to the PPUC to calculate the net effect of the Tax Act on income tax expense and rate base, and comments addressing whether rates should be adjusted to reflect the tax rate changes, and if so, how and when such modifications should take effect.
West Virginia Regulatory Matters

MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking. MP and PE recover net power supply costs, including fuel costs, purchased power costs and related expenses, net of related market sales revenue through the ENEC. MP's and PE's ENEC rate is updated annually.

On AprilSeptember 23, 2016, the WVPSC approved the Phase II energy efficiency program for MP and PE as reflected in a unanimous settlement by the parties to the proceeding, which includes three energy efficiency programs to meet the Phase II requirement of energy efficiency reductions of 0.5% of 2013 distribution sales for the January 1, 2017 through May 31, 2018 period, which was approved by the WVPSC in the 2012 proceeding approving the transfer of ownership of Harrison Power Station to MP. The costs for the Phase II program are expected to be $10.4 million and are eligible for recovery through the existing energy efficiency rider which is reviewed in the fuel (ENEC) case each year. On December 15, 2017, the WVPSC approved MP's and PE's proposed annual decrease in their EE&C rates, effective January 1, 2018, which is not material to FirstEnergy.

On December 9, 2016, the WVPSC approved the annual ENEC case for MP and PE as reflected in a unanimous settlement by the parties to the proceeding, resulting in an increase in the ENEC rate of $25 million annually beginning January 1, 2017. In addition, ENEC rates will be maintained at the same level for a twoyear period.

On December 30, 2014,2015, MP and PE filed an IRP with the WVPSC identifying a rate case, as amended on June 13, 2014, requesting a base rate increase of approximately $104 million, or 9.9%, based on an historic 2013 test year. The filing also included a request for an additional $48 million to recover by surcharge costs for new and existing vegetation management programs. On November 3, 2014, a Joint Stipulation was submitted by all parties which settled all issues in the proceeding. The settlement includes, among other things: a $15 million increase in base rate revenues effective February 25, 2015; the implementation of a Vegetation Management Surcharge effective February 25, 2015 to recover all costs related to both new and existing vegetation maintenance programs; authority to establish a regulatory asset for MATS investments placed into servicecapacity shortfall starting in 2016 and 2017; authorityexceeding 700 MWs by 2020 and 850 MWs by 2027. On June 3, 2016, the WVPSC accepted the IRP. On December 16, 2016, MP issued an RFP to defer, amortize and recover overaddress its generation shortfall, along with issuing a 5-year period approximately $46 million of storm restoration costs; and eliminationsecond RFP to sell its interest in Bath County. Bids were received by an independent evaluator in February 2017 for both RFPs. AE Supply was the winning bidder of the Temporary Transaction Surcharge for costs associated with MP's acquisition of the Harrison plant in October 2013RFP to address MP’s generation shortfall and movement of those costs into base rates effective February 25, 2015. On February 3, 2015, the WVPSC approved the settlement in full and without modification.on March 6, 2017, MP and PE's new rates will go into effect February 25, 2015.

On August 29, 2014,AE Supply signed an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, subject to customary and other closing conditions, including regulatory approvals. In addition, on March 7, 2017, MP and PE filed their annual ENEC case proposing an approximate $65.8 million annual increase in ENEC rates, which is a 5.7% overall increaseapplication with the WVPSC and MP and AE Supply filed an application with FERC requesting authorization for such purchase. Various intervenors filed protests challenging the RFP and requesting FERC deny the application, set it for hearing to existing rates. The increase is comprisedallow discovery into the RFP process, or delay an order pending the conclusion of the WVPSC proceeding. On January 12, 2018, FERC issued an actual $51.6 million under-recovered balance as of June 30, 2014, and a projected $14.2 million in under-recoveryorder denying authorization for the 2015 rate effective period. A settlementtransaction, holding that MP and AE Supply did not demonstrate that the sale was reached by allconsistent with the parties,public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. In the order FERC also revised and clarified certain details of its standards for the review of transactions resulting from competitive solicitations, and concluded that MP’s RFP did not meet the revised and clarified standards. FERC allowed that MP may submit a future application for a transaction resulting from a new RFP.


The WVPSC issued its order on January 26, 2018, denying the petition as filed but granting the transfer of Pleasants Power Station under certain conditions, which wasincluded MP assuming significant commodity risk. MP, PE and AE Supply have determined not to seek rehearing at FERC in light of the adverse decisions at FERC and the WVPSC. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement. With respect to the Bath County RFP, MP does not plan to move forward with that sale of its ownership interest. In the future, MP may re-evaluate its options with respect to its interest in Bath County.

On September 1, 2017, MP and PE filed with the WVPSC on December 2, 2014. The parties agreedfor a reconciliation of their VMS to defer $16.8 millionconfirm that rate recovery matches VMP costs and for a regular review of the energy portion of the under-recovery balance for medium and large customers for one year at a carrying cost of 4% in order to mitigate the proposed rate impact to those customers. The settlement permitsthat program. MP and PE proposed a $15 million annual decrease in VMS rates effective January 1, 2018, and an additional $15 million decrease in rates for 2019. This is an overall decrease in total revenue and average rates of 1%. On December 15, 2017, the WVPSC issued an order adopting a unanimous settlement without modification.

On January 3, 2018, the WVPSC initiated a proceeding to recover allinvestigate the effects of the Tax Act on the revenue requirements of utilities. MP and PE must track the tax savings resulting from the Tax Act on a monthly basis, effective January 1, 2018, and file written testimony explaining the impact of the Tax Act on federal income tax and revenue requirements by May 30, 2018. On January 26, 2018, the WVPSC issued an order clarifying that regulatory accounting should be implemented as of January 1, 2018, including the recording of any regulatory liabilities resulting from the Tax Act.
FERC Matters

Ohio ESP IV PPA

On August 4, 2014, the Ohio Companies filed an application with the PUCO seeking approval of their costs incurred duringESP IV. ESP IV included a proposed Rider RRS, which would flow through to customers either charges or credits representing the two year review periodnet result of the price paid to FES through an eight-year FERC-jurisdictional PPA, referred to as the ESP IV PPA, against the revenues received from selling such output into the PJM markets. The Ohio Companies entered into stipulations which modified ESP IV, and closeson March 31, 2016, the review period exceptPUCO issued an Opinion and Order adopting and approving the Ohio Companies’ stipulated ESP IV with modifications. FES and the Ohio Companies entered into the ESP IV PPA on April 1, 2016, but subsequently agreed to suspend it and advised FERC of this course of action.

On March 21, 2016, a number of generation owners filed with FERC a complaint against PJM requesting that FERC expand the MOPR in the PJM Tariff to prevent the alleged artificial suppression of prices in the PJM capacity markets by state-subsidized generation, in particular alleged price suppression that could result from the ESP IV PPA and other similar agreements. The complaint requested that FERC direct PJM to initiate a stakeholder process to develop a long-term MOPR reform for two coal issues for further review in next year’s ENEC case.existing resources that receive out-of-market revenue. On January 29, 2015,9, 2017, the WVPSC approvedgeneration owners filed to amend their complaint to include challenges to certain legislation and regulatory programs in Illinois. On January 24, 2017, FESC, acting on behalf of its affected affiliates and along with other utility companies, filed a motion to dismiss the settlementamended complaint for various reasons, including that the ESP IV PPA matter is now moot. In addition, on January 30, 2017, FESC along with other utility companies filed a substantive protest to the amended complaint, demonstrating that the question of the proper role for state participation in full without modification and new ENEC rates will go into effect February 25, 2015.
FERC Mattersgeneration development should be addressed in the PJM stakeholder process. On August 30, 2017, the generation owners requested expedited action by FERC. This proceeding remains pending before FERC.

PJM Transmission Rates

PJM and its stakeholders have been debating the proper method to allocate costs for newcertain transmission facilities. While FirstEnergy and other parties advocate for a traditional "beneficiary pays" (or usage based) approach, others advocate for “socializing” the costs on a load-ratio share basis, where each customer in the zone would pay based on its total usage of energy within PJM. This question has been the subject of extensive litigation before FERC and the appellate courts, including most recently before the Seventh Circuit. On June 25, 2014, a divided three-judge panel of the Seventh Circuit ruled that FERC had not quantified the benefits that western PJM utilities would derive from certain new 500 kV or higher lines and thus had not adequately supported its decision to socialize the costs of these lines. The majority found that eastern PJM utilities are the primary beneficiaries of the lines, while western PJM utilities are only incidental beneficiaries, and that, while incidental beneficiaries should pay some share of the costs of the lines, that share should be proportionate to the benefit they derive from the lines, and not on load-ratio share in PJM as a whole. The court remanded the case to FERC, which issued an order setting the issue of cost allocation for hearing and settlement proceedings. Settlement discussions underOn June 15, 2016, various parties, including ATSI and the Utilities, filed a FERC-appointed settlement judge are ongoing.

Order No. 1000, issued byagreement at FERC on July 21, 2011, announced new policies regarding transmission planning and transmissionagreeing to apply a combined usage based/socialization approach to cost allocation requiring the submission of a compliance filing by PJM andfor charges to transmission customers in the PJM transmission owners demonstrating that the cost allocation methodologyRegion for new transmission projects directed by the PJM Board of Managers satisfied the principles set forthoperating at or above 500 kV. Certain other parties in the order. On August 15, 2014proceeding did not agree to the U.S. Court of Appeals forsettlement and filed protests to the D.C. Circuit affirmed Order No. 1000, including its termination of certain "right of first refusal" privileges discussed in more detail below. The court subsequently denied a request for rehearing of its decision.


8




In series of orders, includingsettlement seeking, among other issues, to strike certain of the orders relatedevidence advanced by FirstEnergy and certain of the other settling parties in support of the settlement, as well as provided further comments in opposition to the Order No. 1000 proceedings, FERC has asserted that the PJM transmission owners do not hold an incumbent “right of first refusal” to construct, own and operate transmission projects within their respective footprints that are approved as part of PJM’s RTEP process.settlement. FirstEnergy and certain of the other PJM transmission owners have appealed these rulings,parties responded to such opposition. On October 20, 2017, the settling and those appeals arenon-opposing parties requested expedited action by FERC. The settlement is pending before the U.S. Court of Appeals for the D.C. Circuit.

To demonstrate compliance with the regional cost allocation principles of Order No. 1000, the PJM transmission owners, including FirstEnergy, proposed a hybrid allocation of 50% beneficiary pays and 50% socialized to be effective for RTEP projects approved by the PJM Board of Managers on, and after, the requested February 1, 2013 effective date of the compliance filing. FERC has accepted that approach.

Separately, the PJM transmission owners, including FirstEnergy, submitted filings to FERC setting forth the cost allocation method for projects that cross the borders between the PJM Region and: (1) the NYISO region; (2) the MISO region; and (3) the FERC-jurisdictional members of the SERTP region. These filings propose to allocate the cost of these interregional transmission projects based on the costs of projects that otherwise would have been constructed separately in each region, or, in the case of MISO, indicate that the cost allocation provisions for interregional transmission projects provided in the Joint Operating Agreement between PJM and MISO comply with the requirements of Order No. 1000. FERC accepted the PJM/MISO and PJM/SERTP filing, subject to refund and further compliance requirements. The PJM/NYISO cross-border project cost allocation filing remains pending before FERC.

The outcome of these proceedings and their impact, if any, on FirstEnergy cannot be predicted at this time.

RTO Realignment

On June 1, 2011, ATSI and the ATSI zone transferred from MISO to PJM. While many of the matters involved with the move have


been resolved, FERC denied recovery under ATSI's transmission rate for certain charges that collectively can be described as "exit fees" and certain other transmission cost allocation charges totaling approximately $78.8 million until such time as ATSI submits a cost/benefit analysis demonstrating net benefits to customers from the move.transfer to PJM. Subsequently, FERC rejected a proposed settlement agreement to resolve the exit fee and transmission cost allocation issues, stating that its action is without prejudice to ATSI submitting a cost/benefit analysis demonstrating that the benefits of the RTO realignment decisions outweigh the exit fee and transmission cost allocation charges. On March 17, 2016, FERC denied FirstEnergy's request for rehearing of FERC's earlier order remains pending.rejecting the settlement agreement and affirmed its prior ruling that ATSI must submit the cost/benefit analysis.

Separately, the question of ATSI'sATSI resolved a dispute regarding responsibility for certain costs for the “Michigan Thumb” transmission project continues to be disputed.project. Potential responsibility arises under the MISO MVP tariff, which has been litigated in complex proceedings before FERC and certain U.S. appellate courts. In the event of a final non-appealableOn October 29, 2015, FERC issued an order that rulesfinding that ATSI mustand the ATSI zone do not have to pay theseMISO MVP charges for the Michigan Thumb transmission project. MISO and the MISO TOs filed a request for rehearing, which FERC denied on May 19, 2016. The MISO TOs subsequently filed an appeal of FERC's orders with the Sixth Circuit. FirstEnergy intervened and participated in the proceedings on behalf of ATSI, willthe Ohio Companies and Penn. On June 21, 2017, the Sixth Circuit issued its decision denying the MISO TOs' appeal request. MISO and the MISO TOs did not seek recovery of these charges through its formula rate.review by the U.S. Supreme Court, effectively resolving the dispute over the "Michigan Thumb" transmission project. On a related issue, FirstEnergy joined certain other PJM transmission ownersTOs in a protest of MISO's proposal to allocate MVP costs to energy transactions that cross MISO's borders into the PJM Region. On January 22, 2015,July 13, 2016, FERC issued its order finding it appropriate for MISO to assess an order establishing a paper hearing on remand from the Seventh Circuit of the issue of whether any limitation on "export pricing"MVP usage charge for sales of energytransmission exports from MISO intoto PJM. Various parties, including FirstEnergy and the PJM is justified in lightTOs, requested rehearing or clarification of applicable FERC precedent. Initial comments on the MISO/PJM MVP issue are due March 9, 2015, and reply comments are due April 8, 2015.FERC’s order. The requests for rehearing remain pending before FERC.

In addition, in a May 31, 2011 order, FERC ruled that the costs for certain "legacy RTEP" transmission projects in PJM approved before ATSI joined PJM could be charged to transmission customers in the ATSI zone. The amount to be paid, and the question of derived benefits, is pending before FERC as a result of the Seventh Circuit's June 25, 2014 order described above under PJM"PJM Transmission Rates."

The outcome of thosethe proceedings that address the remaining open issues related to ATSI's move into PJMMVP costs and "legacy RTEP" transmission projects cannot be predicted at this time.

2014 ATSI Formula Rate FilingTransfer of Transmission Assets to MAIT

Following receipt of necessary regulatory approvals, on January 31, 2017, MAIT issued membership interests to FET, PN and ME in exchange for their respective cash and transmission asset contributions. MAIT, a transmission-only subsidiary of FET, owns and operates all of the FERC-jurisdictional transmission assets previously owned by ME and PN. Subsequently, on March 13, 2017, FERC issued an order authorizing MAIT to issue short- and long-term debt securities, permitting MAIT to participate in the FirstEnergy regulated companies’ money pool for working capital, to fund day-to-day operations, support capital investment and establish an actual capital structure for ratemaking purposes.

MAIT Transmission Formula Rate

On October 31, 2014, ATSI filed28, 2016, as amended on January 10, 2017, MAIT submitted an application to FERC requesting authorization to implement a proposal withforward-looking formula transmission rate to recover and earn a return on transmission assets effective February 1, 2017. Various intervenors submitted protests of the proposed MAIT formula rate. Among other things, the protest asked FERC to changesuspend the structure of its formula rate. The proposed change requested to move from an “historical looking” approach, where transmission rates reflect actual costseffective date for the prior year, to a “forward looking” approach, where transmission rates would be based on the estimated costs for the coming year, with an annual true up. Several parties protested ATSI's filing.formula rate until June 1, 2017. On December 31, 2014,March 10, 2017, FERC issued an order accepting ATSI'sthe MAIT formula transmission rate for filing, suspending the formula transmission rate for five months to become effective JanuaryJuly 1, 2015, as2017, and establishing hearing and settlement judge procedures. On April 10, 2017, MAIT requested rehearing of FERC’s decision to suspend the effective date of the formula rate. FERC's order on rehearing remains pending. MAIT’s rates went into effect on July 1, 2017, subject to refund andpending the outcome of the hearing and settlement proceedings. Settlement discussions underprocedures. On October 13, 2017, MAIT and certain parties filed a FERC-appointed settlement judge are ongoing. FERC also initiated an inquiryagreement with FERC. The settlement agreement provides for certain changes to MAIT's formula rate, changes MAIT's ROE from 11% to 10.3%, sets the recovery amount for certain regulatory assets, and establishes that MAIT's capital structure will not exceed 60% equity over the period ending December 31, 2021. The settlement agreement further provides that the ROE and the 60% cap on the equity component of MAIT's capital structure will remain in effect unless changed pursuant to Sectionsection 205 or 206 of the FPA into ATSI's ROEprovided the effective date for any change shall be no earlier than January 1, 2022. The settlement agreement currently is pending at FERC. As a result of the settlement agreement, MAIT recognized a pre-tax impairment charge of $13 million in the third quarter of 2017.

JCP&L Transmission Formula Rate

On October 28, 2016, after withdrawing its request to the NJBPU to transfer its transmission assets to MAIT, JCP&L submitted an application to FERC requesting authorization to implement a forward-looking formula transmission rate to recover and certainearn a return on transmission assets effective January 1, 2017. A group of intervenors, including the NJBPU and New Jersey Division of Rate Counsel, filed a protest of the proposed JCP&L transmission rate. Among other matters, with a refundthings, the protest asked FERC to suspend the proposed effective date for the formula rate until June 1, 2017. On March 10, 2017, FERC issued an order accepting the JCP&L formula transmission rate for filing, suspending the transmission rate forfive months to become effective June 1, 2017, and establishing hearing and settlement judge procedures. On April 10, 2017, JCP&L requested rehearing of FERC’s decision to suspend


the effective date of the formula rate. FERC's order on rehearing remains pending. JCP&L’s rates went into effect on June 1, 2017, subject to refund pending the outcome of the hearing and settlement procedures. On December 21, 2017, JCP&L and certain parties filed a settlement agreement with FERC. The settlement agreement provides for a $135 million stated annual revenue requirement for Network Integration Transmission Service and an average of $20 million stated annual revenue requirement for certain projects listed on the PJM Tariff where the costs are allocated in part beyond the JCP&L transmission zone within the PJM Region. The revenue requirements are subject to a moratorium on additional revenue requirements proceedings through December 31, 2019, other than limited filings to seek recovery for certain additional costs. Also on December 21, 2017, JCP&L filed a motion for authorization to implement the settlement rate on an interim basis. On December 27, 2017, FERC granted the motion authorizing JCP&L to implement the settlement rate effective January 12, 2015, for any refund resulting from1, 2018, pending a final commission order on the inquiry. A procedural schedule forsettlement agreement. The settlement agreement is pending at FERC. As a result of the Section 206 inquiry has not yet been established.settlement agreement, JCP&L recognized a pre-tax impairment charge of $28 million in the fourth quarter of 2017.

California Claims Matters

In October 2006, several California governmentalDOE NOPR: Grid Reliability and utility parties presented AE Supply with a settlement proposal to resolve alleged overcharges for power sales by AE Supply to the California Energy Resource Scheduling division of the CDWR during 2001. The settlement proposal claims that CDWR is owed approximately $190 million for these alleged overcharges. This proposal was made in the context of mediation efforts by FERC and the Ninth Circuit in several pending proceedings to resolve all outstanding

9




refund and other claims, including claims of alleged price manipulation in the California energy markets during 2000 and 2001. The Ninth Circuit had previously remanded one of those proceedings to FERC, which dismissed the claims of the California Parties in May 2011. The California Parties appealed FERC's decision back to the Ninth Circuit, where the appeal remains pending. AE Supply joined with other intervenors in the case and filed a brief in support of FERC's dismissal of the case. Oral argument was held on February 11, 2015. The matter is now before the Ninth Circuit for decision.Resilience Pricing

In another proceeding, in June 2009,On September 28, 2017, the California Attorney General, on behalfSecretary of certain California parties, filedEnergy released a complaint withNOPR requesting FERC against various sellers, including AE Supply, again seeking refundsto issue rules directing RTOs to incorporate pricing for transactions indefined “eligible grid reliability and resiliency resources” into wholesale energy markets. Specifically, as proposed, RTOs would develop and implement tariffs providing a just and reasonable rate for energy purchases from eligible grid reliability and resiliency resources and the Californiarecovery of fully allocated costs and a fair ROE. The NOPR followed the August 23, 2017, release of the DOE’s study regarding whether federally controlled wholesale energy markets during 2000properly recognize the importance of coal and 2001.nuclear plants for the reliability of the high-voltage grid, as well as whether federal policies supporting renewable energy sources have harmed the reliability of the energy grid. The above-noted transactions with CDWR areDOE requested for the basisfinal rules to be effective in January 2018.

On October 2, 2017, FERC established a docket and requested comments on the NOPR. FESC and certain of its affiliates submitted comments and reply comments. On January 8, 2018, FERC issued an order terminating the NOPR proceeding, finding that the NOPR did not satisfy the statutory threshold requirements under the FPA for including AE Supplyrequiring changes to RTO/ISO tariffs to address resilience concerns. FERC in its order instituted a new administrative proceeding to gather additional information regarding resilience issues, and directed that each RTO/ISO respond to a provided list of questions. There is no deadline or requirement for FERC to act in this complaint. AE Supply filed a motion to dismiss, which FERC granted. The California Attorney General appealed FERC's dismissal of its complaintnew proceeding. At this time, we are uncertain as to the Ninth Circuit, which has consolidatedpotential impact that final action by FERC, if any, would have on FES and our strategic options, and the casetiming thereof, with other pending appeals relatedrespect to California refund claims, and stayed the proceedings pending further order.competitive business.

Competitive Generation Asset Sale

FirstEnergy cannot predictannounced in January 2017 that AE Supply and AGC had entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply's interest in the outcomeBuchanan Generating facility and approximately 59% of eitherAGC's interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the above mattersnatural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply's interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

As part of the closing of the natural gas generating plants, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC arising under the amended and restated purchase agreement.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or estimate the possible losssale or rangedeactivation of loss.the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements to satisfy and discharge approximately $305 million of currently outstanding senior notes, as well as its $142 million of pollution control notes and AGC's $100 million senior notes, which are expected to require the payment of "make-whole" premiums currently estimated to be approximately $95 million based on current interest rates.

On October 20, 2017, the parties filed an application with the VSCC for approval of the sale of approximately 59% of AGC's interest in the Bath County hydroelectric power station. On December 12, 2017, FERC issued an order authorizing the partial transfer of the related hydroelectric license for Bath County under Part I of the FPA. In December 2017, AGC, AE Supply and MP filed with FERC and AGC and AE Supply filed with the VSCC, applications for approval of AGC redeeming AE Supply’s shares in AGC upon consummation of the Bath County transaction. On February 2, 2018, the VSCC issued an order finding that approval of the proposed stock redemption is not required, and on February 16, 2018, FERC issued an order authorizing the redemption. Upon the consummation of the redemption, AGC will become a wholly-owned subsidiary of MP.

On December 28, 2017, FERC issued an order authorizing the sale of BU Energy’s Buchanan interests. Additional filings have been submitted to FERC for the purpose of amending affected FERC-jurisdictional rates and implementing the transaction once the sales are consummated. There can be no assurance that all regulatory approvals will be obtained and/or all closing conditions will be satisfied or that the remaining transactions will be consummated.



As a result of the amended asset purchase agreement, CES recorded non-cash pre-tax impairment charges of $193 million in 2017, reflecting the $825 million purchase price as well as certain purchase price adjustments based on timing of the closing of the transaction.

PATH Transmission Project

On August 24,In 2012, the PJM Board of Managers canceled the PATH project, a proposed transmission line from West Virginia through Virginia and into Maryland which PJM had previously suspended in February 2011.Maryland. As a result of PJM canceling the project, approximately $62 million and approximately $59 million in costs incurred by PATH-Allegheny and PATH-WV, (an equity method investment for FE), respectively, were reclassified from net property, plant and equipment to a regulatory asset for future recovery. PATH-Allegheny and PATH-WV requested authorization from FERC to recover the costs with a proposed ROE of 10.9% (10.4% base plus 0.5% for RTO membership) from PJM customers over five years. FERC issued an order denying the 0.5% ROE adder for RTO membership and allowing the tariff changes enabling recovery of these costs to become effective on December 1, 2012, subject to hearing and settlement judge proceedingsprocedures. On January 19, 2017, FERC issued an order reducing the PATH formula rate ROE from 10.4% to 8.11% effective January 19, 2017, and hearing ifallowing recovery of certain related costs. On February 21, 2017, PATH filed a request for rehearing with FERC, seeking recovery of disallowed costs and requesting that the parties do not agreeROE be reset to a settlement.10.4%. The Edison Electric Institute submitted an amicus curiae request for reconsideration in support of PATH. On March 24, 2014,20, 2017, PATH also submitted a compliance filing implementing the January 19, 2017 order. Certain affected ratepayers commented on the compliance filing, alleging inaccuracies in and lack of transparency of data and information in the compliance filing, and requested that PATH be directed to recalculate the refund provided in the filing. PATH responded to these comments in a filing that was submitted on May 22, 2017. On July 27, 2017, FERC Chief ALJ terminated settlement judge proceduresStaff issued a letter to PATH requesting additional information on, and appointed an ALJ to preside over the hearing phase of the case. The FERC Chief ALJ later extended the procedural schedule to allow time for the parties to address the applicability of FERC's Opinion No. 531edits to, the compliance filing, as directed by the January 19, 2017 order. PATH proceedings. FERC's Opinion No. 531, as discussed below, revises FERC's methodology for calculating ROE. The hearing is scheduled to commence in March 2015.

MISO Capacity Portability

On June 11, 2012, infiled its response to certain arguments advanced by MISO, on September 27, 2017.FERC issued a Notice of Request for Comments regarding whether existing rulesorders on transfer capability act as barriers to the delivery of capacity between MISO and PJM. FirstEnergy and other parties have submitted filings arguing that MISO's concerns largely are without foundation and suggested that FERC address the remaining concerns in the existing stakeholder process that is described in the PJM/MISO Joint Operating Agreement. FERC has not mandated a solution, and the RTOs and affected parties are working to address the MISO's proposal in stakeholder proceedings. In January 2015, the RTOs and affected parties indicated to FERC that discussions on the various issues are continuing. Changes to the criteria and qualifications for participation in the PJM RPM capacity auctions could have a significant impact on the outcome of those auctions, including a negative impact on the prices at which those auctions would clear.

FTR Underfunding Complaint

In PJM, FTRs are a mechanism to hedge congestion and operate as a financial replacement for physical firm transmission service. FTRs are financially-settled instruments that entitle the holder to a stream of revenues based on the hourly congestion price differences across a specific transmission path in the PJM Day-ahead Energy Market. FE also performs bilateral transactions for the purpose of hedging the price differences between the location of supply resources and retail load obligations. Due to certain language in the PJM Tariff, the funds that are set aside to pay FTRs can be diverted to other uses, resulting in “underfunding” of FTR payments. Since June 2010, FES and AE Supply have lost more than $94 million in revenues that they otherwise would have received as FTR holders to hedge congestion costs. FES and AE Supply expect to continue to experience significant underfunding.

On February 15, 2013, FES and AE Supply filed a renewed complaint with FERC for the purpose of changing the PJM Tariff to eliminate FTR underfunding. On June 5, 2013, FERC issued its order denying the new complaint. RequestsPATH's requests for rehearing and all subsequent filings in the docket, are pending before FERC. The PJM stakeholders continue to discuss FTR underfunding.

A recent and related issue is the effect that certain financial trades have on congestion. On August 29, 2014, FERC instituted an investigation to address the question of whether the current rules regarding “Up-to Congestion” transactions are just and reasonable. FESC, on behalf of FES and the Utilities, filed comments supporting the investigation, arguing that PJM Tariff changes would decrease the incidence of Up-to Congestion transactions, and funding for FTRs likely would increase. FERC convened a technical conference on January 7, 2015 to discuss application of certain FTR-related rules to Up-to Congestion and virtual transactions and whether PJM’s current uplift allocation for Up-to Congestion and virtual transactions is just and reasonable. FERC action following the technical conference is pending.


10




PJM Market Reform: 2014 PJM RPM Tariff Amendments

In late 2013 and early 2014, PJM submitted a series of amendments to the PJM Tariff to ensure that resources that clear in the RPM auctions are available as physical resources in the delivery year and that the rules implement comparable obligations for different types of resources. PJM's filings can be grouped into four categories: (i) DR; (ii) imports; (iii) modeling of transmission upgrades in calculating geographic clearing prices; and (iv) arbitrage/capacity replacement. In each of the relevant dockets, FirstEnergy and other parties submitted comments largely supporting PJM's proposed amendments. FERC largely approved the PJM Tariff amendments as proposed by PJM regarding DR, imports, and transmission upgrade modeling. Compliance filings pursuant to and requests for rehearing of certain of these orders are pending before FERC. However, FERC rejected the arbitrage/capacity replacement amendments, directing instead that a technical conference be convened to further examine the issues. The technical conference has yet to be scheduled.

PJM Market Reform: PJM Capacity Performance Proposal and 2015/2016 Reliability Filings

On December 12, 2014, PJM submitted two filings to implement its proposed “Capacity Performance” reform of the RPM capacity market. PJM proposes to revise the PJM Tariff to, among other things: (i) adopt a modified version of the FERC-approved ISO New England Inc. capacity performance payment structure; (ii) allow no excuses for nonperformance except under certain defined circumstances; (iii) maintain DR as a supply-side resource; and (iv) impose a Capacity Performance Resource must-offer requirement (units that can perform as a Capacity Performance Resource must offer into the capacity market, except certain defined resources, including DR). PJM also proposes, among other things, to revise the PJM Operating Agreement to provide limits in energy market offers based on specific physical characteristics and to ensure that capacity resources are available when the PJM Region needs them to perform. PJM requested an effective date of April 1, 2015 for these proposed reforms. Numerous parties filed comments on and protests to PJM’s Capacity Performance filings. FESC, on behalf of its affected affiliates, and, as part of a coalition of certain other PJM utilities, filed comments and protests on the proposed reforms. PJM's filings and all related pleadings are pending before FERC.

In addition, on December 24, 2014, PJM submitted two filings seeking to ensure enough capacity is available during the 2015/2016 Delivery Year. First, PJM proposed to revise the PJM Tariff to allow PJM to procure an undetermined amount of additional capacity for the 2015/2016 Delivery Year to address reliability concerns. PJM requested an effective date of February 23, 2015 for this revision. Second, PJM requested a one-time PJM Tariff waiver that would permit PJM to keep approximately 2,000 MW of committed capacity that should be released for the third incremental auction for the 2015/2016 Delivery Year. Without the waiver, PJM would be required under the PJM Tariff to release this capacity. PJM requests an effective date of February 23, 2015 for the waiver.Numerous parties filed comments on and protests to these PJM filings. FESC, on behalf of its affected affiliates, and, as part of a coalition of certain other PJM utilities, filed comments in support of both PJM filings and seeking additional information from PJM about the scope of any capacity shortfall. PJM's filings and all related pleadings are pending before FERC.

PJM Market Reform: PJM RPM Auctions - Calculation of Unit-Specific Offer Caps

The PJM Tariff describes the rules for calculating the “offer cap” for each unit that offers into the RPM auctions. FES disagreed with the PJM Market Monitor's approach for calculating the offer caps and in 2014, FES asked FERC to determine which PJM Tariff interpretation, FES's or the PJM Market Monitor's, was correct. On August 25, 2014, FERC issued a declaratory order agreeing with the FES interpretation of the PJM Tariff language. FERC went on, however, to initiate a new proceeding to examine whether the existing PJM Tariff language is just and reasonable. PJM filed its brief explaining why the existing PJM Tariff language is just and reasonable. Other parties, including FES, submitted responsive briefs. The briefs and related pleadings are pending before FERC.

PJM Market Reform: FERC Order No. 745 - DR

On May 23, 2014, a divided three-judge panel of the U.S. Court of Appeals for the D.C. Circuit issued an opinion vacating FERC Order No. 745, which required that, under certain parameters, DR participating in organized wholesale energy markets be compensated at LMP. The majority concluded that DR is a retail service, and therefore falls under state, and not federal, jurisdiction, and that FERC, therefore, lacks jurisdiction to regulate DR. The majority also found that even if FERC had jurisdiction over DR, Order No. 745 would be arbitrary and capricious because, under its requirements, DR was inappropriately receiving a double payment (LMP plus the savings of foregone energy purchases). On January 15, 2015, FERC and a coalition of DR providers and industrial end-user groups filed separate petitions for U.S. Supreme Court review of the May 23, 2014 decision. Responses to those petitions are due March 19, 2015. The U.S. Court of Appeals for the D.C. Circuit will withhold issuance of the mandate pending the United States Supreme Court's disposition of those petitions.

On May 23, 2014, FESC, on behalf of its affiliates with market-based rate authorization, filed a complaint asking FERC to issue an order requiring the removal of all portions of the PJM Tariff allowing or requiring DR to be included in the PJM capacity market, with a refund effective date of May 23, 2014. FESC also requested that the results of the May 2014 PJM BRA be considered void and legally invalid to the extent that DR cleared that auction because the participation of DR in that auction was unlawful in light of the May 23, 2014 U.S. Court of Appeals for the D.C. Circuit decision discussed above. FESC, on behalf of FES, subsequently filed an amended complaint renewing its request that DR be removed from the May 2014 BRA. Specifically, FESC requested that FERC direct PJM to recalculate the results of the May 2014 BRA by: (i) removing DR from the PJM capacity supply pool; (ii) leaving the

11




offers of actual capacity suppliers unchanged; and then (iii) determining which capacity suppliers clear the auction on the basis of the offers they submitted consistent with the existing PJM Tariff once the unlawful DR resources have been removed. The complaint remains pending before FERC. The timing of FERC action and the outcome of this proceeding cannot be predicted at this time.

On January 14, 2015, PJM filed proposed amendments to the PJM Tariff for the purpose of addressing the uncertainty of DR. The amendments, which will become effective only in certain defined conditions, purport to be in response to the U.S. Court of Appeals for the D.C. Circuit's May 23, 2014 decision regarding FERC's jurisdiction to regulate DR, as discussed above. If implemented, the amendments will move DR from the supply side to the load side for purposes of PJM's RPM capacity markets, and will permit loads to bid load reductions into the RPM auctions occurring after April 1, 2015. On February 13, 2015, FirstEnergy, as part of a coalition, filed a protest against PJM's proposed amendments. FirstEnergy expects further filings before FERC rules on this matter.

PJM Market Reform: PJM 2014 Triennial RPM Review

The PJM Tariff obligates PJM to perform a thorough review of its RPM program every three years. On September 25, 2014, PJM filed proposed changes to the PJM Tariff as part of the latest review cycle. Among other adjustments, the filing included: (i) shifting the VRR curve one percentage point to the right, which would increase the amount of capacity supply that is procured in the RPM auctions and the clearing price; and (ii) a change to the index used for calculating the generation plant construction costs of the Net CONE formula for the future years between triennial reviews. On November 28, 2014, FERC accepted the PJM Tariff amendments as proposed, subject to a minor compliance requirement. PJM subsequently submitted the required compliance filing. On December 23, 2014, a coalition including FESC, on behalf of its affected affiliates, requested rehearing of FERC's order. PJM's compliance filing and the coalition's and others' requests for rehearing, remain pending before FERC.pending.

Market-Based Rate Authority, Triennial Update

The Utilities, AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley Hydro, LLC each hold authority from FERC to sell electricity at market-based rates. One condition for retaining this authority is that every three years each entity must file an update with the FERC that demonstrates that each entity continues to meet FERC’s requirements for holding market-based rate authority. On December 20, 2013,23, 2016, FESC, on behalf of its affiliates with market-based rate authority, submitted to FERC the most recent triennial market power analysis filing for each market-based rate holder for the current cycle of this filing requirement. On August 13, 2014,July 27, 2017, FERC accepted the triennial filing as submitted.

FERC Opinion No. 531

On June 19, 2014, FERC issued Opinion No. 531, in which FERC revised its approach for calculating the discounted cash flow element of FERC’s ROE methodology, and announced a qualitative adjustment to the ROE methodology results. Under the old methodology, FERC used a five-year forecast for the dividend growth variable, whereas going forward the growth variable will consist of two parts: (a) a five-year forecast for dividend growth (2/3 weight); and (b) a long-term dividend growth based on a forecast for the U.S. economy (1/3 weight). Regarding the qualitative adjustment, FERC formerly pegged ROE at the mid-point of the “zone of reasonableness” that came out of the ROE formula, whereas going forward, FERC may rely on record evidence to make qualitative adjustments to the outcome of the ROE methodology in order to reach a level sufficient to attract future investment. Requests for rehearing of Opinion No. 531 are currently pending before FERC. On October 16, 2014, FERC issued its Opinion No. 531-A, applying the revised ROE methodology to certain ISO New England Inc. transmission owners. FirstEnergy is evaluating the potential impact of Opinion No. 531 on the authorized ROE of our FERC-regulated transmission utilities and the cost-of-service wholesale power generation transactions of MP.
Capital Requirements
Our
FirstEnergy’s business is capital spendingintensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities and interest payments, dividend payments and contributions to its pension plan.

On January 22, 2018, FirstEnergy announced a $2.5 billion equity issuance, which included $1.62 billion in mandatorily convertible preferred equity with an initial conversion price of $27.42 per share and $850 million of common equity issued at $28.22 per share. The preferred shares will receive the same dividend paid on common stock on an as-converted basis and are non-voting except in certain limited circumstances. The new preferred shares contain an optional conversion for 2015 isholders beginning in July 2018, and will mandatorily convert in 18-months from the issuance, subject to limited exceptions. Proceeds from the investment were used to reduce holding company debt by $1.45 billion and fund the company’s pension plan by $750 million, with the remainder used for general corporate purposes.

The equity investment allows FirstEnergy to strengthen its balance sheet and supports the company's transition to a fully regulated utility company. By deleveraging the company, the investment will also enable FirstEnergy to enhance its investment grade credit metrics and FirstEnergy does not currently anticipate the need to issue additional equity through at least 2021 outside of its regular stock investment and employee benefit plans.

In addition to this equity investment, FE and its utility and transmission subsidiaries expect their existing sources of liquidity to remain sufficient to meet their respective anticipated obligations. In addition to internal sources to fund liquidity and capital requirements for 2018 and beyond, FE and its utility and transmission subsidiaries expect to rely on external sources of funds. Short-term cash requirements not met by cash provided from operations are generally satisfied through short-term borrowings. Long-term cash needs may be met through the issuance of long-term debt at certain utility and transmission subsidiaries to, among other things, fund capital expenditures and refinance short-term and maturing long-term debt, subject to market conditions and other factors.

FirstEnergy’s unregulated subsidiaries, specifically FES and AE Supply, expect to rely on, in the case of AE Supply, internal sources, an unregulated companies' money pool (which also includes FE, FET, FEV and certain other unregulated subsidiaries of FE but excludes FENOC, FES and its subsidiaries) and proceeds generated from previously disclosed asset sales, subject to closing, and in the case of FES, its current access to a separate unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, and a two-year secured line of credit from FE of up to $500 million, as further described below.



FES subsidiaries have debt maturities of $515 million in 2018, (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

In 2016, FirstEnergy satisfied its minimum required funding obligations of $382 million and addressed 2017 funding obligations to its qualified pension plan with total contributions of $882 million (of which $138 million was cash contributions from FES), including $500 million of FE common stock contributed to the qualified pension plan on December 13, 2016. In January 2018, FirstEnergy satisfied its minimum required funding obligations of $500 million and, as discussed above, addressed funding obligations for future years to its qualified pension plan with additional contributions of $750 million.

FirstEnergy's capital expenditures for 2018 are expected to be approximately $2.6 billion to $2.9 billion, which includes approximately $970 million for Regulated Transmission.excluding CES. Planned capital initiatives are intended to promote reliability, improve operations, and support current environmental and energy efficiency directives.

Actual capitalCapital expenditures for 20142017 and anticipated expenditures for 20152018 by reportable segment are shown in the following table. Such costs include expenditures for the improvement of existing facilities and for the construction of transmission lines, distribution lines and substations, and other assets.included below:

12




 
2014 Actual(1)
 2014 Pension/OPEB Mark-to-Market Capital Costs 2014 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs 
Capital
Expenditures
Forecast 2015(2)(3)
 (In millions)
OE$212
 $69
 $143
 $171
Penn54
 16
 38
 43
CEI126
 22
 104
 115
TE55
 18
 37
 44
JCP&L306
 84
 222
 267
ME158
 39
 119
 104
PN182
 42
 140
 153
MP277
 24
 253
 273
PE141
 16
 125
 106
WP168
 33
 135
 143
ATSI933
 ��
 933
 560
TrAIL242
 
 242
 249
FES673
 14
 659
 508
AE Supply62
 
 62
 94
Other subsidiaries96
 10
 86
 112
Total$3,685
 $387
 $3,298
 $2,942
Reportable Segment 
2017 Actual(1)
 2017 Pension/OPEB Mark-to-Market Capital Adjustment 2017 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs 
2018 Forecast(2)
 
  (In millions) 
Regulated Distribution $1,342
 $(20) $1,362
 $1,500 - $1,600
 
Regulated Transmission 1,032
 1
 1,031
 1,000 - 1,200
 
CES 279
 (1) 280
 
(3) 
Corporate/Other 99
 
 99
 100
 
Total $2,752
 $(20) $2,772
 $2,600 - $2,900
 

(1) Includes an increasea decrease of approximately $387$20 million related to the capital component of the pension and OPEB mark-to-market adjustment.
(2) Excludes the capital component for pension and OPEB mark-to-market adjustments, which cannot be estimated.
(3) Planned capital expenditures will be dependent on the outcome of the strategic review of CES.

Additionally, planned capital expenditures for Regulated Distribution includes $1.4 billion to $1.7 billion, annually, 2019 through 2021, while planned capital expenditures for Regulated Transmission are expected to be approximately $1.0 billion to $1.2 billion, annually, 2019 through 2021.



Capital expenditures for 2017 and 2018 forecast by subsidiary are included in the following table.
Operating Company 
2017 Actual(1)
 2017 Pension/OPEB Mark-to-Market Capital Adjustment 2017 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs 
2018 Forecast(2)(3)
 
  (In millions)
OE $143
 $(12) $155
 $160
 
Penn 55
 (1) 56
 45
 
CEI 134
 4
 130
 145
 
TE 37
 (3) 40
 50
 
JCP&L 317
 3
 314
 380
 
ME 142
 (4) 146
 185
 
PN 162
 (12) 174
 195
 
MP 269
 9
 260
 280
 
PE 112
 
 112
 150
 
WP 199
 (2) 201
 260
 
ATSI 541
 
 541
 375
 
TrAIL 45
 
 45
 55
 
FES 250
 (3) 253
 
(4) 
AE Supply 34
 2
 32
 
(4) 
MAIT 242
 (1) 243
 400
 
Other subsidiaries 70
 
 70
 70
 
Total $2,752
 $(20) $2,772
 $2,750
 

(1) Includes a decrease of approximately $20 million related to the capital component of the pension and OPEB mark-to-market adjustment.
(2) Excludes the capital component for pension and OPEB mark-to-market adjustments, which cannot be estimated.
(3) At2018 Forecast represents the Bruce Mansfield Power Station, while the plant continues to operate, if market reforms prove unsatisfactorymid-point of Regulated Distribution and market conditions remain unfavorable, FirstEnergy may continue to minimize certainRegulated Transmission's 2018 forecasted capital expenditures.
(4) Planned capital expenditures atwill be dependent on the plant, including the delayoutcome of the new water treatment upgrades necessarystrategic review of CES.

FirstEnergy's strategy is to focus on investments in its regulated operations. The centerpiece of this strategy is the Energizing the Future transmission plan, pursuant to which FirstEnergy plans to invest $4.0 to $4.8 billion in capital investments from 2018 to 2021, with $4.4 billion in capital investment from 2014 through 2017 to upgrade FirstEnergy's transmission system. This program is focused on projects that enhance system performance, physical security and add operating flexibility and capacity starting with the ATSI system and moving east across FirstEnergy's service territory over time. In total, FirstEnergy has identified over $20 billion in transmission investment opportunities across the 24,500 mile transmission system, making this a continuing platform for investment in the continued operation of the plant after the LBR CCR Impoundment closes on December 31, 2016, which would reduce planned capital expenditures at FES.years beyond 2021.

The following table presents scheduled debt repayments for outstanding long-term debt as of December 31, 2014,2017, excluding capital leases for the next five years. PCRBs that canare scheduled to be tendered for mandatory purchase prior to maturity are reflected in 2015.the applicable year in which such PCRBs are scheduled to be tendered.
2015 2016-2019 Total2018 2019-2022 Total
(In millions)(In millions)
FirstEnergy$769
 $6,835
 $7,604
$1,051
 $6,008
 $7,059
FES$501
 $1,402
 $1,903
$515
 $1,948
 $2,463



The following tables displaytable displays consolidated operating lease commitments as of December 31, 2014.2017.
 FirstEnergy  
Operating Leases Lease Payments 
PNBV(1)
 Net FirstEnergy FES 
 (In millions) (In millions) 
2015 $245
 $40
 $205
2016 197
 13
 184
2017 122
 3
 119
2018 128
 
 128
 $146
 $101
 
2019 109
 
 109
 128
 97
 
2020 102
 68
 
2021 124
 93
 
2022 111
 91
 
Years thereafter 1,482
 
 1,482
 1,263
 1,131
 
Total minimum lease payments $2,283
 $56
 $2,227
 $1,874
 $1,581
 

FE and the Utilities and FET and its subsidiaries participate in two separate five-year syndicated revolving credit facilities with aggregate commitments of $5.0 billion (Facilities), which are available through December 6, 2021. FE and the Utilities and FET and its subsidiaries may use borrowings under their Facilities for working capital and other general corporate purposes, including intercompany loans and advances by a borrower to any of its subsidiaries. Generally, borrowings under each of the Facilities are available to each borrower separately and mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended. Each of the Facilities contains financial covenants requiring each borrower to maintain a consolidated debt-to-total-capitalization ratio (as defined under each of the Facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.

FirstEnergy had $300 million and $2,675 million of short-term borrowings as of December 31, 2017 and 2016, respectively. FirstEnergy’s available liquidity from external sources as of January 31, 2018 was as follows:

Borrower(s) Type Maturity Commitment Available Liquidity
      (In millions)
FirstEnergy(1)
 Revolving December 2021 $4,000
 $3,740
FET(2)
 Revolving December 2021 1,000
 1,000
    Subtotal $5,000
 $4,740
    Cash 
 358
    Total $5,000
 $5,098

(1)
PNBV purchased a portionFE and the Utilities. Available liquidity includes impact of the lease obligation bonds associated with certain sale$10 million of LOCs issued under various terms.
(2)
Includes FET, ATSI, MAIT and leaseback transactions. These arrangements effectively reduce lease costs related to those transactions.TrAIL.

13




Operating Leases FES
  (In millions)
2015 $142
2016 131
2017 81
2018 101
2019 97
Years thereafter 1,383
Total minimum lease payments $1,935

FirstEnergy expects its existing sources of liquidity to remain sufficient to meet its anticipated obligations and those of its subsidiaries. FirstEnergy’s business is capital intensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities and interest and dividend payments. FE's primary source of cash for continuing operations as a holding company is cash from the operations of its subsidiaries. During 2014, FirstEnergy received $735 million of cash dividends and capital returned from its subsidiaries and paid $604 million in cash dividends to common shareholders. In addition to internal sources to fund liquidity and capital requirements for 2015 and beyond, FirstEnergy expects to rely on external sources of funds. Short-term cash requirements not met by cash provided from operations are generally satisfied through short-term borrowings. Long-term cash needs may be met through the issuance of long-term debt and/or equity. FirstEnergy expects that borrowing capacity under credit facilities will continue to be available to manage working capital requirements along with continued access to long-term capital markets. In the future, FirstEnergy may consider additional equity to fund capital investments in the Regulated Transmission business.

FE and certain of its subsidiaries participate in three five-year syndicated revolving credit facilities with aggregate commitments of $6.0 billion (Facilities), which are available until March 31, 2019. FirstEnergyFES had $1,799$105 million and $3,404$101 million of short-term borrowings under the Facilities as of December 31, 20142017 and 2013,December 31, 2016, respectively. FirstEnergy’sOf such amounts, $102 million and $101 million, respectively, represents a currently outstanding promissory note due April 2, 2018, payable to AE Supply with any additional short-term borrowings representing borrowings under an unregulated companies' money pool, which also includes FE, FET, FEV and certain other unregulated subsidiaries of FE, but excludes FENOC, FES and its subsidiaries. In addition to FES' access to a separate unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, FES' available liquidity under the Facilities as of January 31, 20152018, was $3,962 million.as follows:
Type Commitment Available Liquidity
  (In millions)
    Two-year secured credit facility with FE $500
 $500
Cash 
 1
  $500
 $501

In January 2015, FirstEnergy’s Board of Directors declared a quarterly dividend of $0.36 per share of outstanding common stock. The dividend is payable March 1, 2015, to shareholders of record at the close of business on February 6, 2015. This dividend equates to an indicated annual dividend of $1.44 per share and is consistent with the dividends declared in 2014.

14




Nuclear Operating Licenses

In August 2010, FENOC submitted an application to the NRC for renewal of the Davis-Besse operating license for an additional twenty years, until 2037. An NRC ASLB granted an opportunity for a hearing on the Davis-Besse license renewal application to a group of Intervenors, subject to admissible contentions.On September 29, 2014, the Intervenors filed a petition, accompanied by a request to admit a new contention, to suspend the final licensing decision on Davis-Besse license renewal. These filings argue that the NRC's Continued Storage Rule failed to make necessary safety findings regarding the technical feasibility of spent fuel disposal and the adequacy of future repository capacity required by the Atomic Energy Act. On October 31, 2014, FENOC and the NRC Staff filed their opposition to these requests.

The following table summarizes the current operating license expiration dates for FES' nuclear facilities in service.
Station In-Service Date Current License Expiration In-Service Date Current License Expiration
Beaver Valley Unit 1 1976 2036 1976 2036
Beaver Valley Unit 2 1987 2047 1987 2047
Perry 1986 2026 1986 2026
Davis-Besse 1977 2017 1977 2037
Nuclear Regulation

Under NRC regulations, FirstEnergy must ensure that adequate funds will be available to decommission its nuclear facilities. As of December 31, 2014,2017, FirstEnergy had approximately $2.3$2.7 billion (FES $1.9 billion) invested in external trusts to be used for the decommissioning and environmental remediation of Davis-Besse, Beaver Valley, Perry and TMI-2.its nuclear generating facilities. The values of FirstEnergy's NDTs also fluctuate based on market conditions. If the valuevalues of the trusts decline by a material amount, FirstEnergy's obligation to fund the trusts may increase. Disruptions in the capital markets and their effects on particular businesses and the economy could also affect the values of the NDTs. By a letter dated July 2, 2014, FENOC submitted a $155 million FES parental guaranty relating to a shortfall in nuclear decommissioning funding for Beaver Valley Unit 1 and Perry to the NRC for approval. FE and FES have also entered into a total of $23 million in parental guaranties in support of the decommissioning of the spent fuel storage facilities located at the nuclear facilities. As required by the NRC, FirstEnergy annually recalculates and adjusts the amount of its parental guaranties, as appropriate.

As part of routine inspections of the concrete shield building at Davis-Besse in 2013, FENOC identified changes to the subsurface laminar cracking condition originally discovered in 2011. These inspections revealed that the cracking condition had propagated a small amount in select areas. FENOC's analysis confirms that the building continues to maintain its structural integrity, and its ability to safely perform all of its functions. On September 2, 2014,In a May 28, 2015, Inspection Report regarding the Intervenors inapparent cause evaluation on crack propagation, the Davis-BesseNRC issued a non-cited violation for FENOC’s failure to request and obtain a license renewal proceeding requested thatamendment for its method of evaluating the ASLB introduce issues based on FENOC's plans to manage the subsurface laminar cracking in the Davis-Besse shield building. On January 15, 2015, the ASLB denied this request. The NRC continues to evaluate FENOC's analysissignificance of the shield building.

On March 12, 2012, the NRC issued orders requiring safety enhancements at U.S. reactors based on recommendations from the lessons learned Task Force review of the accident at Japan's Fukushima Daiichi nuclear power plant. These orders require additional mitigation strategies for beyond-design-basis external events, and enhanced equipment for monitoring water levels in spent fuel pools.building cracking. The NRC also requestedconcluded that licenseesthe shield building remained capable of performing its design safety functions despite the identified laminar cracking and that this issue was of very low safety significance.In 2017,FENOC commenced a multi-year effort to implement repairs to the shield building. In addition to these ongoing repairs, FENOC intends to submit a license amendment application to the NRC to reconcile the shield building laminar cracking concern.

FES provides a parental support agreement to NG of up to $400 million. The NRC typically relies on such parental support agreements to provide additional assurance that U.S. merchant nuclear plants, including FENOC: re-analyze earthquake and flooding risks usingNG's nuclear units, have the latest information available; conduct earthquake and flooding hazard walkdowns at theirnecessary financial resources to maintain safe operations, particularly in the event of extraordinary circumstances. So long as FES remains in the unregulated companies' money pool, the $500 million secured line of credit with FE discussed above provides FES the needed liquidity in order for FES to satisfy its nuclear plants; assess the ability of current communications systems and equipmentsupport obligations to perform under a prolonged loss of onsite and offsite electrical power; and assess plant staffing levels needed to fill emergency positions. These and other NRC requirements adopted as a result of the accident at Fukushima Daiichi are likely to result in additional material costs from plant modifications and upgrades at FENOC's nuclear facilities.NG.
Nuclear Insurance

The Price-Anderson Act limits the public liability which can be assessed with respect to a nuclear power plant to $13.6$13.4 billion (assuming 104102 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $375$450 million; and (ii) $13.2$13.0 billion provided by an industry retrospective rating plan required by the NRC pursuant thereto. Under such retrospective rating plan, in the event of a nuclear incident at any unit in the United States resulting in losses in excess of private insurance, up to $127 million (but not more than $19 million per unit per year in the event of more than one incident) must be contributed for each nuclear unit licensed to operate in the country by the licensees thereof to cover liabilities arising out of the incident. Based on their present nuclear ownership and leasehold interests, FirstEnergy’s and NG's maximum potential assessment under these provisions would be $509 million (NG-$501 million) per incident but not more than $76 million (NG-$75 million) in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, FirstEnergy has also obtainedNG purchases insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. FirstEnergyNG is a memberMember Insured of NEIL, which provides coverage (NEIL I) for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. Under NEIL I, FirstEnergy’s subsidiaries haveNG, as the Member Insured and each entity with an insurable interest, purchases policies, renewable annually,yearly, corresponding to their respective

15




nuclear interests, which provide an aggregate indemnity of up to approximately $1.96$1.4 billion (NG-$1.93 billion) for replacement power costs incurred during an outage after an initial 20-week12-week waiting period. Members of NEIL I pay annual premiums and are subject to assessments if losses exceed the accumulated funds available to the insurer. FirstEnergy’s present maximum aggregate assessment for incidents at any covered nuclear facility occurring during a policy year would be approximately $14 million (NG-$13 million).

FirstEnergyNG, as the Member Insured and each entity with an insurable interest, is insured as to its respective nuclear interests under property damage insurance provided by NEIL to the operating company for each plant.NEIL. Under these arrangements, up to $2.75 billion of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. FirstEnergy paysMember Insureds of NEIL pay annual premiums for this coverage and are subject to retrospective premium assessments if losses exceed the accumulated funds available to the insurer. NG purchases insurance through NEIL that will pay its obligation in the event a retrospective premium call is liable for retrospective assessmentsmade by NEIL, subject to the terms of up to approximately $74 million (NG-$72 million).the policy.

FirstEnergy intends to maintain insurance against nuclear risks as described above as long as it is available. To the extent that replacement power, property damage, decontamination, decommissioning, repair and replacement costs and other such costs arising from a nuclear incident at any of FirstEnergy’sNG's plants exceed the policy limits of the insurance in effect with respect to that plant, to


the extent a nuclear incident is determined not to be covered by FirstEnergy’s insurance policies, or to the extent such insurance becomes unavailable in the future, FirstEnergy would remain at risk for such costs.

The NRC requires nuclear power plant licensees to obtain minimum property insurance coverage of $1.06 billion or the amount generally available from private sources, whichever is less. The proceeds of this insurance are required to be used first to ensure that the licensed reactor is in a safe and stable condition and can be maintained in that condition so as to prevent any significant risk to the public health and safety. Within 30 days of stabilization, the licensee is required to prepare and submit to the NRC a cleanup plan for approval. The plan is required to identify all cleanup operations necessary to decontaminate the reactor sufficiently to permit the resumption of operations or to commence decommissioning. Any property insurance proceeds not already expended to place the reactor in a safe and stable condition must be used first to complete those decontamination operations that are ordered by the NRC. FirstEnergy is unable to predict what effect these requirements may have on the availability of insurance proceeds.
Environmental Matters

Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality and other environmental matters. Pursuant to a March 28, 2017 executive order, the EPA and other federal agencies are to review existing regulations that potentially burden the development or use of domestically produced energy resources and appropriately suspend, revise or rescind those that unduly burden the development of domestic energy resources beyond the degree necessary to protect the public interest or otherwise comply with the law. FirstEnergy cannot predict the timing or ultimate outcome of any of these reviews or how any future actions taken as a result thereof, in particular with respect to existing environmental regulations, may impact its business, results of operations, cash flows and financial condition.

Compliance with environmental regulations could have a material adverse effect on FirstEnergy's earnings and competitive position to the extent that FirstEnergy competes with companies that are not subject to such regulations and, therefore, do not bear the risk of costs associated with compliance, or failure to comply, with such regulations.

Clean Air Act

FirstEnergy complies with SO2 and NOx emission reduction requirements under the CAA and SIP(s) by burning lower-sulfur fuel, utilizing combustion controls and post-combustion controls, generating more electricity from lower or non-emitting plants and/or using emission allowances. CAIR

CSAPR requires reductions of NOx and SO2 emissions in two phases (2009/2010(2015 and 2015), ultimately capping SO2 emissions in affected states to 2.5 million tons annually and NOx emissions to 1.3 million tons annually. In 2008, the U.S. Court of Appeals for the D.C. Circuit decided that CAIR violated the CAA but allowed CAIR to remain in effect to “temporarily preserve its environmental values” until the EPA replaced CAIR with a new rule consistent with the Court's decision. In July 2011, the EPA finalized CSAPR, to replace CAIR, requiring reductions of NOx and SO2 emissions in two phases (2012 and 2014)2017), ultimately capping SO2 emissions in affected states to 2.4 million tons annually and NOx emissions to 1.2 million tons annually. CSAPR allows trading of NOx and SO2 emission allowances between power plants located in the same state and interstate trading of NOx and SO2 emission allowances with some restrictions. On December 30, 2011, CSAPR was stayed by the U.S. Court of Appeals for theThe D.C. Circuit and was ultimately vacated by the Court on August 21, 2012. The Court subsequently ordered the EPA on July 28, 2015, to continue administration of CAIR until it finalized a valid replacement for CAIR. On April 29, 2014,reconsider the U.S. Supreme Court reversed the U.S. Court of Appeals for the D.C. Circuit decision vacating CSAPR and generally upheld the EPA's authority under the CAA to establish the regulatory structure underpinning CSAPR. On October 23, 2014, the U.S. Court of Appeals for the D.C. Circuit lifted its stay of CSAPR allowing its Phase 1 reductions ofcaps on NOx and SO2 emissions from power plants in 13 states, including Ohio, Pennsylvania and West Virginia. This follows the 2014 U.S. Supreme Court ruling generally upholding the EPA’s regulatory approach under CSAPR, but questioning whether the EPA required upwind states to beginreduce emissions by more than their contribution to air pollution in 2015,downwind states. The EPA issued a three year delayCSAPR update rule on September 7, 2016, reducing summertime NOx emissions from EPA's original rule.power plants in 22 states in the eastern U.S., including Ohio, Pennsylvania and West Virginia, beginning in 2017. Various states and other stakeholders appealed the CSAPR Phase 2 will also be delayed by three yearsupdate rule to 2017.the D.C. Circuit in November and December 2016. On September 6, 2017, the D.C. Circuit rejected the industry's bid for a lengthy pause in the litigation and set a briefing schedule. Depending on the outcome of further proceedings in this matterthe appeals, the EPA’s reconsideration of the CSAPR update rule and how the EPA and the states ultimately implement the final rules,CSAPR, the future cost of compliance may be substantialmaterial and changes to FirstEnergy's and FES' operations may result.

The EPA tightened the primary and secondary NAAQS for ozone from the 2008 standard levels of 75 PPB to 70 PPB on October 1, 2015. The EPA stated the vast majority of U.S. counties will meet the new 70 PPB standard by 2025 due to other federal and state rules and programs but the EPA will designate those counties that fail to attain the new 2015 ozone NAAQS by October 1, 2017. The EPA missed the October 1, 2017, deadline and has not yet promulgated the attainment designations. States will then have roughly threeyears to develop implementation plans to attain the new 2015 ozone NAAQS. On December 5, 2017, fourteen states and the District of Columbia filed complaints in the U.S. District Court of Northern California seeking an order that the EPA promulgate the attainment designations for the new 2015 ozone NAAQS. Depending on how the EPA and the states implement the new 2015 ozone NAAQS, the future cost of compliance may be material and changes to FirstEnergy’s and FES’ operations may result. In August 2016, the State of Delaware filed a CAA Section 126 petition with the EPA alleging that the Harrison generating facility's NOx emissions significantly contribute to Delaware's inability to attain the ozone NAAQS. The petition seeks a short-term NOx emission rate limit of 0.125 lb/mmBTU over an averaging period of no more than 24 hours. On September 27, 2016, the EPA extended the time frame for acting on the State of Delaware's CAA Section 126 petition by six months to April 7, 2017, but has not taken any further action. On January 2, 2018, the State of Delaware provided the EPA a notice required at least 60 days prior to filing a suit seeking to compel the EPA to either approve or deny the August 2016 CAA Section 126 petition. In November 2016, the State of Maryland filed a CAA Section 126 petition with the EPA alleging that NOx emissions from 36 EGUs, including Harrison Units 1, 2 and 3, Mansfield Unit 1 and Pleasants Units 1 and 2, significantly contribute to Maryland's inability to attain the ozone NAAQS. The petition seeks NOx emission rate limits for the 36 EGUs by May 1, 2017. On January 3, 2017, the EPA extended the time frame for acting on the CAA Section 126 petition by six months to July 15, 2017, but has not taken any further action. On September 27, 2017, and October 4, 2017, the State of Maryland and various environmental organizations filed complaints in the


U.S. District Court for the District of Maryland seeking an order that the EPA either approve or deny the CAA Section 126 petition of November 16, 2016. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.

MATS imposesimposed emission limits for mercury, PM, and HCLHCl for all existing and new coal-fired electric generating unitsfossil fuel fired EGUs effective in April 2015 with averaging of emissions from multiple units located at a single plant. Under the CAA, state permitting authorities can grant an additional compliance year through April 2016, as needed, including instances when necessary to maintain reliability where electric generating units are being closed. On December 28, 2012, the WVDEP granted a conditional extension through April 16, 2016 forThe majority of FirstEnergy's MATS compliance at the Fort Martin, Harrisonprogram and Pleasants stations. On March 20, 2013, the PA DEP granted an extension through April 16, 2016 for MATS compliance at the Hatfield's Ferry and Bruce Mansfield stations. In December 2014, FG requested an extension through April 16, 2016 for MATS compliance at the Bay Shore and Sammis stations and await a decision from OEPA. In addition, an EPA enforcement policy document contemplates up to an additional year to achieve compliance, through April 2017, under certain circumstances for reliability critical units. MATS was challenged in the U.S. Court of Appeals for the D.C. Circuit by various entities, including FirstEnergy's challenge of the PM emission limit imposed on petroleum coke boilers, such as Bay Shore Unit 1. On April 15, 2014, MATS was upheld by the U.S. Court of Appeals for the D.C. Circuit, however, the Court refused to decide

16




FirstEnergy's challenge of the PM emission limit imposed on petroleum coke boilers due to a January 2013 petition for reconsideration still pending but not addressed by EPA. On November 25, 2014, the U.S. Supreme Court agreed to review MATS, specifically, to determine if EPA shouldrelated costs have evaluated the cost of MATS prior to regulating. Depending on the outcome of the U.S. Supreme Court review and how the MATS are ultimately implemented, FirstEnergy's total capital cost for compliance (over the 2012 to 2018 time period) is currently expected to be approximately $370 million (CES segment of $178 million and Regulated Distribution segment of $192 million), of which $133 million has been spent through 2014 ($56 million at CES and $77 million at Regulated Distribution).completed.

On August 3, 2015, FG, a wholly owned subsidiary of FES, submitted to the AAA office in New York, N.Y., a demand for arbitration and statement of claim against BNSF and CSX seeking a declaration that MATS constituted a force majeure event that excuses FG’s performance under its coal transportation contract with these parties. Specifically, the dispute arose from a contract for the transportation by BNSF and CSX of a minimum of 3.5 million tons of coal annually through 2025 to certain coal-fired power plants owned by FG that are located in Ohio. As a result of Septemberand in compliance with MATS, all plants covered by this contract were deactivated by April 16, 2015. Separately, on August 4, 2015, BNSF and CSX submitted to the AAA office in Washington, D.C., a demand for arbitration and statement of claim against FG alleging that FG breached the contract and that FG’s declaration of a force majeure under the contract is not valid and seeking damages under the contract through 2025. On May 31, 2016, the parties agreed to a stipulation that if FG’s force majeure defense is determined to be wholly or partially invalid, liquidated damages are the sole remedy available to BNSF and CSX. The arbitration panel consolidated the claims and held a hearing in November and December 2016. On April 12, 2017, the arbitration panel ruled on liability in favor of BNSF and CSX. In the liability award, the panel found, among other things, that FG’s demand for declaratory judgment that force majeure excused FG’s performance was denied, that FG breached and repudiated the coal transportation contract and that the panel retains jurisdiction of claims for liquidated damages for the years 2015-2025. On May 1, 2012, Albright, Armstrong,2017, FE and FG and CSX and BNSF entered into a definitive settlement agreement, which resolved all claims related to this consolidated proceeding on the terms and conditions set forth below. Pursuant to the settlement agreement, FG will pay CSX and BNSF an aggregate amount equal to $109 million, which is payable in three annual installments, the first of which was made on May 1, 2017. FE agreed to unconditionally and continually guarantee the settlement payments due by FG pursuant to the terms of the settlement agreement. The settlement agreement further provides that in the event of the initiation of bankruptcy proceedings or failure to make timely settlement payments, the unpaid settlement amount will immediately accelerate and become due and payable in full. Further, FE and FG, and CSX and BNSF, agreed to release, waive and discharge each other from any further obligations under the claims covered by the settlement agreement upon payment in full of the settlement amount. Until such time, CSX and BNSF will retain the claims covered by the settlement agreement and in the event of a bankruptcy proceeding with respect to FG, to the extent the remaining settlement payments are not paid in full by FG or FE, CSX and BNSF shall be entitled to seek damages for such claims in an amount to be determined by the arbitration panel or otherwise agreed by the parties.

On December 22, 2016, FG, a wholly owned subsidiary of FES, received a demand for arbitration and statement of claim from BNSF and NS which are the counterparties to the coal transportation contract covering the delivery of 2.5 million tons annually through 2025, for FG’s coal-fired Bay Shore Units 2-4, Eastlake Units 4-5, R. Paul Smith, Rivesvilledeactivated on September 1, 2012, as a result of the EPA’s MATS and Willow Island were deactivated.for FG’s W.H. Sammis generating station. The demand for arbitration was submitted to the AAA office in Washington, D.C., against FG entered into RMR arrangementsalleging, among other things, that FG breached the agreement in 2015 and 2016 and repudiated the agreement for 2017-2025. The counterparties are seeking liquidated damages through 2025, and a declaratory judgment that FG's claim of force majeure is invalid. The arbitration hearing is scheduled for June 2018. The parties have exchanged settlement proposals to resolve all claims related to this proceeding, however, discussions have been terminated and settlement is unlikely. FirstEnergy and FES recorded a pre-tax charge of$116 million in 2017 based on an estimated range of losses regarding the ongoing litigation with PJM for Eastlake Units 1-3, Ashtabula Unit 5respect to this agreement. If the case proceeds to arbitration, the amount of damages owed to BNSF and Lake Shore Unit 18 through the spring of 2015, when they are scheduledNS could be materially higher and may cause FES to be deactivated. In February 2014, PJM notified FG that Eastlake Units 1-3 and Lake Shore Unit 18 will be released from RMR status as of September 15, 2014.seek protection under U.S. bankruptcy laws. FG intends to operate the plants through April 2015, subject to market conditions. As of October 9, 2013, the Hatfield's Ferryvigorously assert its position in this arbitration proceeding, and Mitchell stations were also deactivated.

FirstEnergy and FES have various long-term coal supply and transportation agreements, some of which run through 2025 and certain of which are related to the plants described above. FE and FES have asserted force majeure defenses for delivery shortfalls under certain agreements, and are in discussion with the applicable counterparties. As to coal transportation agreements, FE and FES have agreed to pay liquidated damages for delivery shortfalls for 2014 in the estimated amount of $70 million. If FE and FES fail to reach a resolution with the applicable counterparties for the agreements associated with the deactivated plants or unresolved aspects of the agreements andif it were ultimately determined that contrary to their belief, the force majeure provisions or other defenses do not excuse or otherwise mitigate the delivery shortfalls, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted. If that were

As to occur, FE and FES are unable to estimate the loss or range of loss. Additionally, on July 1, 2014, FES terminated a long-term fuel supply agreement. In connection with this termination, FES recognized a pre-tax charge of $67 million in the second quarter of 2014. In onespecific coal supply agreement, AE Supply, hasthe party thereto, asserted termination rights effective in 2015.2015 as a result of MATS. In response to the notification of the termination, on January 15, 2015, Tunnel Ridge, LLC, the coal supplier, has commenced litigation in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging AE Supply doesdid not have sufficient justification to terminate the agreement. There are 6 million tons remaining underagreement and seeking damages for the difference between the market and contract for delivery. At this time, FirstEnergy cannot estimateprice of the losscoal, or range of loss regarding the on-going litigation with respect to this agreement.

In June 2005, the PA DEP and the Attorneys General of New York, New Jersey, Connecticut and Maryland filed suit against AE,lost profits plus incidental damages. AE Supply MP, PEfiled an answer denying any liability related to the termination. On May 1, 2017, the complaint was amended to add FE, FES and WPFG, although not parties to the underlying contract, as defendants and to seek additional damages based on new claims of fraud, unjust enrichment, promissory estoppel and alter ego. On June 27, 2017, after oral argument, defendants' preliminary objections to the amended complaint were denied. On February 18, 2018, the parties reached an agreement in the U.S. District Court for the Western District of Pennsylvania alleging,principle settling all claims in dispute. The agreement in principle includes, among other things, thatmatters, a $93 million payment by AE performed major modifications in violationSupply, as well as certain coal supply commitments for Pleasants Power Station during its remaining operation by AE Supply. Certain aspects of the NSR provisions offinal settlement agreement will be guaranteed by FE, including the CAA and the Pennsylvania Air Pollution Control Act at the coal-fired Hatfield's Ferry, Armstrong and Mitchell Plants in Pennsylvania. On February 6, 2014, the Court entered judgment for AE, AE Supply, MP, PE and WP finding they had not violated the CAA or the Pennsylvania Air Pollution Control Act. New York, Connecticut, and Maryland withdrew their appeal to the U.S. Court of Appeals for the Third Circuit on December 15, 2014, concluding this litigation. This decision does not change the status of these plants which remain deactivated.$93 million payment.

In September 2007, AE received an NOV from the EPA alleging NSR and PSD violations under the CAA, as well as Pennsylvania and West Virginia state laws at the coal-fired Hatfield's Ferry and Armstrong plants in Pennsylvania and the coal-fired Fort Martin and Willow Island plants in West Virginia. The EPA's NOV alleges equipment replacements during maintenance outages triggered the pre-construction permitting requirements under the NSR and PSD programs. On June 29, 2012, January 31, 2013, and March 27, 2013 and October 18, 2016, the EPA issued CAA section 114 requests for the Harrison coal-fired plant seeking information and documentation relevant to its operation and maintenance, including capital projects undertaken since 2007. On December 12, 2014,


the EPA issued a CAA section 114 request for the Fort Martin coal-fired plant seeking information and documentation relevant to its operation and maintenance, including capital projects undertaken since 2009. FirstEnergy intends to comply with the CAA but, at this time, is unable to predict the outcome of this matter or estimate the possible loss or range of loss.

In July 2008, three complaints representing multiple plaintiffs were filed against FG in the U.S. District Court for the Western District of Pennsylvania seeking damages based on air emissions from the coal-fired Bruce Mansfield Plant. Two of these complaints also seek to enjoin the Bruce Mansfield Plant from operating except in a “safe, responsible, prudent and proper manner.” One complaint was filed on behalf of twenty-one individuals and the other is a class action complaint seeking certification as a class with the eight named plaintiffs as the class representatives. FG believes the claims are without merit and intends to vigorously defend itself against the allegations made in these complaints, but, at this time, is unable to predict the outcome of this matter or estimate the possible loss or range of loss.

Climate Change

FirstEnergy has established a goal to reduce CO2 emissions by 90% below 2005 levels by 2045. There are a number of initiatives to reduce GHG emissions at the state, federal and international level. Certain northeastern states are participating in the RGGI and western states led by California, have implemented programs, primarily cap and trade mechanisms, to control emissions of certain GHGs. Additional policies reducing GHG emissions, such as demand reduction programs, renewable portfolio standards and renewable subsidies have been implemented across the nation. A June 2013, Presidential Climate Action Plan outlined goals to: (1) cut carbon pollution in America by 17% by 2020 (from 2005 levels); (2) prepare the United States for the impacts of climate change; and (3) lead international efforts to combat global climate change and prepare for its impacts. GHG emissions have already been reduced by 10% between 2005 and 2012 according to an April, 2014 EPA Report. In a joint announcement on November 12, 2014, President Obama stated a U.S. target of reducing GHG emissions by 26 to 28% by 2025 from 2005 emission levels and China's President stated its GHG emissions will "peak", around 2030 with approximately 20% of its

17




energy generated by non-fossil fuels by that same year. Due to plant deactivations and increased efficiencies, FirstEnergy anticipates its CO2 emissions will be reduced 25% below 2005 levels by 2015, exceeding the President’s Climate Action Plan goals both in terms of timing and reduction levels.

The EPA released its final “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air Act”Act,” in December 2009, concluding that concentrations of several key GHGs constitutes an "endangerment" and may be regulated as "air pollutants" under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. EPA proposed a new source performance standard in September 2013, which would not apply to any existing, modified, or reconstructed fossil fuel generating units, of 1,000 lbs. CO2/MWH for large natural gas fired units (> 850 mmBTU/hr), and 1,100 lbs. CO2/MWH for other natural gas fired units (≤ 850 mmBTU/hr), and 1,100 lbs. CO2/MWH for fossil fuel fired units which would require partial carbon capture and storage. EPA proposed regulations in June 2014, to reduce CO2 emissions from existing fossil fuel electric generating units that would require each state to develop state implementation plans by June 30, 2016, to meet EPA's state specific CO2 emission rate goals. EPA's proposal allows states to request a 1-year extension for single-SIPs (June 30, 2017) or a 2-year extension for multi-state SIPs (June 30, 2018). EPA also proposed separate regulations imposing additional CO2 emission limits on modified and reconstructed fossil fuel electric generating units. On January 7, 2015, EPA announced it would complete all of these so-called "Carbon Pollution Standards" by "midsummer" 2015. On June 23, 2014, the U.S. Supreme Court decided that CO2 or other GHG emissions alone cannot trigger permitting requirements under the CAA, but that air emission sources that need PSD permits due to other regulated air pollutants can be required by the EPA to install GHG control technologies. On November 13, 2014,The EPA released its final CPP regulations in August 2015 (which have been stayed by the U.S. Court of Appeals for the D.C. Circuit scheduled expedited briefingSupreme Court), to consider challenges to prevent EPA from regulatingreduce CO2 emissions from existing fossil fuel-fired EGUs. The EPA also finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel electric generating units.fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On January 21, 2016, a panel of the D.C. Circuit denied the motions for stay and set an expedited schedule for briefing and argument. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges to the D.C. Circuit and U.S. Supreme Court. On March 28, 2017, an executive order, entitled “Promoting Energy Independence and Economic Growth,” instructed the EPA to review the CPP and related rules addressing GHG emissions and suspend, revise or rescind the rules if appropriate. On October 16, 2017, the EPA issued a proposed rule to repeal the CPP. Depending on the outcomeoutcomes of the review pursuant to the executive order, of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be substantial.material.

At the international level, the United Nations Framework Convention on Climate Change resulted in the Kyoto Protocol requiring participating countries, which does not include the U.S., to reduce GHGs commencing in 2008 and has been extended through 2020. The Obama Administration submitted in March 2015, a formal pledge for the U.S. to reduce its economy-wide GHG emissions by 26 to 28 percent below 2005 levels by 2025 and in September 2016, joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris. The Paris Agreement was ratified by the requisite number of countries (i.e., at least 55 countries representing at least 55% of global GHG emissions) in October 2016 and its non-binding obligations to limit global warming to well below two degrees Celsius became effective on November 4, 2016. On June 1, 2017, the Trump Administration announced that the U.S. would cease all participation in the Paris Agreement. FirstEnergy cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting CO2 emissions, or litigation alleging damages from GHG emissions, could require significantmaterial capital and other expenditures or result in changes to its operations. The CO2 emissions per KWH of electricity generated by FirstEnergy is lower than many of its regional competitors due to its diversified generation sources, which include low or non-CO2 emitting gas-fired and nuclear generators.

Clean Water Act

Various water quality regulations, the majority of which are the result of the federal CWA and its amendments, apply to FirstEnergy's plants. In addition, the states in which FirstEnergy operates have water quality standards applicable to FirstEnergy's operations.

The EPA finalized CWA Section 316(b) regulations in May 2014, requiring cooling water intake structures with an intake velocity greater than 0.5 feet per second to reduce fish impingement when aquatic organisms are pinned against screens or other parts of a cooling water intake system to a 12% annual average and requiring cooling water intake structures exceeding 125 million gallons per day to conduct studies to determine site-specific controls, if any, to reduce entrainment, which occurs when aquatic life is drawn into a facility's cooling water system. FirstEnergy is studying various control options and their costs and effectiveness, including pilot testing of reverse louvers in a portion of the Bay Shore power plant's cooling water intake channel to divert fish away from the plant's cooling water intake system. Depending on the results of such studies and any final action taken by the states based on those studies,with respect to impingement and entrainment, the future capital costs of compliance with these standards may require material capital expenditures.be material.

TheOn September 30, 2015, the EPA proposed updates to the waste waterfinalized new, more stringent effluent limitations guidelines and standardslimits for the Steam Electric Power Generating category (40 CFR Part 423) in April 2013. The EPA proposed eight treatment options for waste water dischargesarsenic, mercury, selenium and nitrogen for wastewater from electric power plants, of which four are "preferred" by the agency. The preferred options range from more stringent chemicalwet scrubber systems and biological treatment requirements to zero discharge requirements.of pollutants in ash transport water. The EPA is required to finalize this rulemaking by September 30, 2015, under a consent decree entered by a U.S. District Court and the treatment obligations are proposed to phase-in as permits are renewed on a 5-yearfive-year cycle from 2018 to 2023. The final rule also allows plants to commit to more stringent effluent limits for wet scrubber systems based on evaporative technology and in return have until the end of 2023 to meet the more stringent limits. On April 13, 2017, to 2022.the EPA granted a Petition for Reconsideration and administratively stayed (effective upon publication in the Federal Register) all deadlines in the effluent limits rule pending a new rulemaking. Also, on September 18, 2017, the EPA postponed certain compliance deadlines for two years. Depending on the contentoutcome of the EPA's final ruleappeals and how any final action taken by the states,rules are ultimately implemented, the future costs of compliance with these standards may require material capital expenditures.be substantial and changes to FirstEnergy's and FES' operations may result.



In October 2009, the WVDEP issued an NPDES water discharge permit for the Fort Martin Plant,plant, which imposes TDS, sulfate concentrations and other effluent limitations for heavy metals, as well as temperature limitations. Concurrent with the issuance of the Fort Martin NPDES permit, WVDEP also issued an administrative order setting deadlines for MP to meet certain of the effluent limits that were effective immediately under the terms of the NPDES permit. MP appealed, and a stay of certain conditions of the NPDES permit and order have been granted pending a final decision on the appeal and subject to WVDEP moving to dissolve the stay. The Fort Martin NPDES permit could require an initial capital investment ranging from $150 million to $300 million in order to install technology to meet the TDS and sulfate limits, which technology may also meet certain of the other effluent limits. Additional technology may be needed to meet certain other limits in the Fort Martin NPDES permit. MP intends to vigorously pursue these issues but cannot predict the outcome of these appealsthe appeal or estimate the possible loss or range of loss.

In December 2010, PA DEP recommended a sulfate impairment designation for an approximately 68 mile stretch of the Monongahela River north of the West Virginia border which EPA approved in May of 2011. PA DEP subsequently recommended that the sulfate

18




impairment designation for the Monongahela River be removed in its bi-annual water report. The EPA approved the removal of the sulfate impairment designation for the Monongahela River on December 19, 2014.

FirstEnergy intends to vigorously defend against the CWA matters described above but, except as indicated above, cannot predict their outcomes or estimate the possible loss or range of loss.

Regulation of Waste Disposal

Federal and state hazardous waste regulations have been promulgated as a result of the RCRA, as amended, and the Toxic Substances Control Act. Certain coal combustion residuals,CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.

In December 2014,April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards regardingfor landfill design, structural integrity design and assessment criteria for surface impoundments, groundwater monitoring and protection procedures and other operational and reporting procedures to assure the safe disposal of CCRs from electric generating plants. Depending on howOn September 13, 2017, the EPA announced that it would reconsider certain provisions of the final rules are ultimately implemented,regulations. Based on an assessment of the finalized regulations, the future costscost of compliance and expected timing had no significant impact on FirstEnergy's or FES' existing AROs associated with such CCR regulations may require material capital expenditures.CCRs. Although not currently expected, changes in timing and closure plan requirements in the future, including changes resulting from the strategic review at CES, could materially and adversely impact FirstEnergy's and FES' AROs.

The PA DEP filedPursuant to a 2012 complaint against FG in the U.S. District Court for the Western District of Pennsylvania with claims under the RCRA and Pennsylvania's Solid Waste Management Act regarding the LBR CCR Impoundment and simultaneously proposed a2013 consent decree, between PA DEP and FG to resolve those claims. On December 14, 2012, a modified consent decree was entered by the court, requiring FG to conduct monitoring studies and submit a closure plan to the PA DEP, no later than March 31, 2013, and discontinue disposal to LBR as currently permitted by December 31, 2016. The modified consent decree also required payment of civil penalties of $800,000 to resolve claims under the Solid Waste Management Act. PA DEP issued a 2014 permit for the Little Blue Run CCR impoundment requiring FEthe Bruce Mansfield plant to cease disposal of CCRs by December 31, 2016, and FG to provide bonding for 45 years of closure and post-closure activities and to complete closure within a 12-year period, but authorizing FEFG to seek a permit modification based on "unexpected site conditions that have or will slow closure progress." The permit does not require active dewatering of the CCRs, but does require a groundwater assessment for arsenic and abatement if certain conditions in the permit are met. The CCRs from the Bruce Mansfield Plantplant are being beneficially reused with the majority used for reclamation of a site owned by the Marshall County Coal Company in Moundsville, W. Va., and the remainder recycled into drywall by National Gypsum. These beneficial reuse options should be sufficient for ongoing plant operations, however, the Bruce Mansfield plant is pursuing several options for its CCRs following December 31, 2016. A 2013 complaint filed by Citizens Coal Counselother options. On May 22, 2015 and other NGOs inSeptember 21, 2015, the U.S. District CourtPA DEP reissued a permit for the Western DistrictHatfield's Ferry CCR disposal facility and then modified that permit to allow disposal of Bruce Mansfield plant CCR. The Sierra Club's Notices of Appeal before the Pennsylvania againstEnvironmental Hearing Board challenging the ownerrenewal, reissuance and operatormodification of a reclamation mine in LaBelle, Pennsylvania that is one possible alternative, alleged the LaBelle site is in violation of RCRA and state laws. On July 14, 2014, Citizens Coal Council served FE, FG and NRG with a citizen suit notice alleging violations of RCRA due to beneficial reuse of "coal ash" at the LaBelle Site.

On October 10, 2013 approximately 61 individuals filed a complaint against FG in the U.S. District Courtpermit for the Northern District of West Virginia seeking damages for alleged property damage, bodily injuryHatfield’s Ferry CCR disposal facility were resolved through a Consent Adjudication between FG, PA DEP and emotional distress related to the LBR CCR Impoundment. The complaints state claims for private nuisance, negligence, negligence per se, reckless conduct and trespass related to alleged groundwater contamination and odors emanating from the Impoundment. FG believes the claims are without merit and intends to vigorously defend itself against the allegations made in the complaints, but, at this time, is unable to predict the outcome of the above matter or estimate the possible loss or range of loss. A similar complaint involving approximately 26 individuals filed in the U.S. District Court for the Western District of Pennsylvania has been resolved and was closed on February 9, 2015, pending the filing of a stipulation for dismissal.Sierra Club requiring operational changes that became effective November 3, 2017.

FirstEnergy and certain ofor its subsidiaries have been named as potentially responsible parties at waste disposal sites, which may require cleanup under the CERCLA. Allegations of disposal of hazardous substances at historical sites and the liability involved are often unsubstantiated and subject to dispute; however, federal law provides that all potentially responsible parties for a particular site may be liable on a joint and several basis. Environmental liabilities that are considered probable have been recognized on the Consolidated Balance SheetSheets as of December 31, 20142017, based on estimates of the total costs of cleanup, FE's and its subsidiaries' proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $125 million have been accrued through December 31, 2014.2017. Included in the total are accrued liabilities of approximately $85$80 million for environmental remediation of former manufactured gas plants and gas holder facilities in New Jersey, which are being recovered by JCP&L through a non-bypassable SBC. FirstEnergy or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the possible lossesloss or range of losses cannot be determined or reasonably estimated at this time.
Fuel Supply

FirstEnergy currently has long-term coal contracts with various terms to acquire approximately 25.416 million tons of coal (FES 8 million tons) for the year 20152018, which is approximately 100%97% of its estimated 2015forecasted 2018 coal requirements. This contractcontracted coal is produced primarily from mines located in Ohio, Pennsylvania and West Virginia, Montana and Wyoming.Virginia. The contracts expire at various times through December 31, 2030.2028. See Environmental"Environmental Matters," for factorsadditional information pertaining to meetingthe impact of increased environmental regulations affectingon coal supply and transportation contracts applicable to certain deactivated coal-fired generating units.units and related pending disputes.

FirstEnergyFENOC has contracts for all uranium requirements through 2018 and a portion of uranium material requirements through 2024. Conversion services contracts fully cover requirements through 2018 and partially fill requirements through 2024. Enrichment services are contracted for essentially all of the enrichment requirements for nuclear fuel through 2020. A portion of enrichment


requirements is also contracted for through 2024.2030. Fabrication services for fuel assemblies are contracted for both Beaver Valley units through 20202028 and Davis-Besse through 20252024 and through the current operating license period for Perry. In addition to the

19




existing commitments, FirstEnergy intends to make additional arrangements for the supply of uranium and for the subsequent conversion, enrichment, fabrication, and waste disposal services.

On-site spent fuel storage facilities are currently adequate for all FENOCthe nuclear operating units. An on-site dry cask storage facility has been constructed at Beaver Valley sufficient to extend spent fuel storage capacity through the end of current operating licenses at Beaver Valley Unit 1 (2036) and Beaver Valley Unity 2 (2047).Unit 2. Davis-Besse is planning to resumeresumed dry cask storage operations in 2017, which will extend on-site spent fuel storage capacity through 2037 (endthe end of currentits recently extended operating license plus a 20-year operating license extension).license. Perry completed plant modification forhas constructed an on-site dry cask storage in 2012, loaded spent fuel intofacility, has completed three dry cask storage in 2012 and 2014 (referred to as a loading campaign),campaigns, and has planned to conduct additional dry cask storage loading campaigns that will provide for sufficient spent fuel storage capacity through 2046 (end of current operating license plus a potential 20-year operating license extension).

The Federal Nuclear Waste Policy Act of 1982 provided for the construction of facilities for the permanent disposal of high-level nuclear wastes,waste, including spent fuel from nuclear power plants operated by electric utilities. NG has contracts with the DOE for the disposal of spent fuel for Beaver Valley, Davis-Besse and Perry. Yucca Mountain was approved in 2002 as a repository for underground disposal of spent nuclear fuel from nuclear power plants and high level waste from U.S. defense programs. The DOE submitted the license application for Yucca Mountain to the NRC on June 3, 2008. The current Administration has statedEfforts to complete the Yucca Mountain repository will not be completedhave been suspended and a Federal review of potential alternative strategies has been performed.

In light of this uncertainty, FirstEnergyFES has made arrangements for storage capacity as a contingency for the continuing delays of the DOE acceptance of spent fuel for disposal.

In November, 2013, the DOE was ordered by the U.S. Court of Appeals for the D.C. Circuit to move forward to end the fee of 1 mill per KWH utilities pay for nuclear waste disposal because the government has no defined solution as an alternative to the canceled Yucca Mountain repository. This ruling was issued due to the DOE's failure to establish a court ordered assessment to validate the appropriateness of the fee in the wake of the cancellation of the Yucca Mountain repository. Collection of the fee was suspended in May 2014.

Fuel oil and natural gas are used primarily to fuel peaking units and/or to ignite the burners prior to burning coal when a coal-fired plant is restarted. Fuel oil requirements have historically been low and are forecasted to remain so. Requirements are expected to average approximately 5 million gallons per year over the next five years. Natural gas demand at the combined cycle and peaking units is forecasted at approximately 27 million cubic feet in 2015.
System Demand
The 2014 maximum hourly demand for each of the Utilities was:
OE—5,294 MW on September 5, 2014;
Penn—854 MW on September 5, 2014;
System Demand 2017 2016 2015
  (in MWs)
OE 5,434
 5,655
 5,391
Penn 926
 994
 983
CEI 4,220
 4,193
 4,057
TE 2,205
 2,171
 2,149
JCP&L 5,721
 5,955
 5,789
ME 2,897
 2,904
 2,770
PN 2,882
 2,890
 3,024
MP 1,986
 2,053
 2,031
PE 3,049
 3,049
 3,631
WP 3,752
 3,947
 3,942
CEI—4,117 MW on September 5, 2014;
TE—2,097 MW on September 5, 2014;
JCP&L—5,624 MW on July 2, 2014;
ME—2,705 MW on July 2, 2014;
PN—2,699 MW on July 2, 2014;
MP—1,916 MW on January 7, 2014;
PE—3,357 MW on January 7, 2014; and
WP—4,075 MW on January 7, 2014.

20




Supply Plan

Regulated Commodity Sourcing

Certain of the Utilities have default service obligations to provide power to non-shopping customers who have elected to continue to receive service under regulated retail tariffs. The volume of these sales can vary depending on the level of shopping that occurs. Supply plans vary by state and by service territory. JCP&L’s default service or BGS supply is secured through a statewide competitive procurement process approved by the NJBPU. Default service for the Ohio Companies, Pennsylvania Companies and PE's Maryland jurisdiction are provided through a competitive procurement process approved by the PUCO (under the ESP), PPUC (under the DSP) and MDPSC (under the SOS), respectively. If any supplier fails to deliver power to any one of those Utilities’ service areas, the Utility serving that area may need to procure the required power in the market in their role as athe default LSE. West Virginia electric generation continues to be regulated by the WVPSC.

Unregulated Commodity Sourcing

The CES segment, through FES and AE Supply, primarily provides energy and energy related services, including the generation and sale of electricity and energy planning and procurement through retail and wholesale competitive supply arrangements. FES and AE Supply provide the power requirements of their competitive load-serving obligations through a combination of subsidiary-owned generation, non-affiliated contracts and spot market transactions.



FES and AE Supply have retail and wholesale competitive load-serving obligations in Ohio, Pennsylvania, Illinois, Maryland, Michigan and New Jersey, serving both affiliated and non-affiliated companies. FES and AE Supply provide energy products and services to customers under various POLR, shopping, competitive-bid and non-affiliated contractual obligations. Geographically, most of FES’ and AE Supply's obligations are in the PJM market area where all of their respective generation facilities are located.
Regional Reliability

All of FirstEnergy's facilities are located within the PJM Region and operate under the reliability oversight of a regional entity known as RFC. This regional entity operates under the oversight of NERC in accordance with a Delegation Agreementdelegation agreement approved by FERC.
Competition

Within FirstEnergy’s Regulated Distribution segment, generally there is no competition for electric distribution service in the Utilities’ respective service territories in Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York. Additionally, there has traditionally been no competition for transmission service in PJM. However, competition for non-incumbent transmission facilities in the service territory of FirstEnergy’s Regulated Transmission segment is now permitted pursuant to FERC’s Order No. 1000 and subject to state and local siting and permitting approvals.approvals, non-incumbent developers now can compete for certain PJM transmission projects in the service territories of FirstEnergy’s Regulated Transmission segment. This could result in additional competition to build transmission linesfacilities in the Regulated Transmission segment’s service territoryterritories while also allowing the Regulated Transmission segment the opportunity to seek to build facilities in othernon-incumbent service territories.

FirstEnergy's CES segment participates in deregulated energy markets in Ohio, Pennsylvania, Maryland, Michigan, New Jersey and Illinois, through FES and AE Supply. In these markets, the CES segment competes: (1) to provide retail generation service directly to end users; (2) to provide wholesale generation service to utilities, municipalities and co-operatives, which, in turn, resell to end users;users and (3) in the wholesale market.
Seasonality

The sale of electric power is generally a seasonal business, and weather patterns can have a material impact on FirstEnergy’s operating results. Demand for electricity in our service territories historically peaks during the summer and winter months, with market prices also generally peaking at those times. Accordingly, FirstEnergy’s annual results of operations and liquidity position may depend disproportionately on its operating performance during the summer and winter. Mild weather conditions may result in lower power sales and consequently lower earnings.
Research and Development

The Utilities, FES, FG, FENOC, ATSI, MAIT and ATSITrAIL participate in the funding of EPRI, which was formed for the purpose of expanding electric R&D under the voluntary sponsorshipparticipation of the nation’s electric utility industry — public, private and cooperative. Its goal is to mutually benefit utilities and their customers by promoting the development of new and improved technologies to help the utility industry meet present and future electric energy needs in environmentally and economically acceptable ways. EPRI conducts research on all aspects of electric power production and use, including fuels, generation, delivery, efficient management of energy management and conservation,use, environmental effects and energy analysis. The majority of EPRI’s R&D programs and projects are directed toward business solutions and their applications to problems facing the electric utility industry.

FirstEnergy participates in other initiatives with industry R&D consortiums and universities to address technology needs for its various business units. Participation in these consortiums helps the company address research needs in areas such as plant

21




operations and maintenance, major component reliability, environmental controls, advanced energy technologies, and transmission and distribution system infrastructure to improve performance, and develop new technologies for advanced energy and grid applications.

22




Executive Officers as of February 17, 201520, 2018
Name Age Positions Held During Past Five Years Dates
A. J. AlexanderG. D. Benz 6358 Executive Chairman of the Board (A)Senior Vice President, Strategy (B) 2015-present
    Chief Executive Officer (F)Vice President, Supply Chain (B) *-2015
President and Chief Executive Officer (A)(B)*-2014
       
L.D. M. CavalierChack 6367 Senior Vice President, Human ResourcesProduct Development, Marketing and Branding (B) 2017-present
Senior Vice President, Marketing and Branding (B)2015-2017
President, Ohio Operations (B)*-present-2015
Vice President (C)*-2015
       
M. J. Dowling 5053 Senior Vice President, External Affairs (B) 2011-present
Vice President, External Affairs (B)2010-2011
Vice President, Communications (B)* - 2010-present
       
B. L. Gaines 6164 Senior Vice President, Corporate Services and Chief Information Officer (B) 2012-present
Vice President, Corporate Services and Chief Information Officer (B)2011-2012
Vice President, Shared Services, Administration and Chief Information Officer (B)*-2011-present
       
C. E. Jones 5962 President and Chief Executive Officer (A)(B) 2015-present
    Chief Executive Officer (F) 2015-present2015-2017
President (C)(D)(H)(I)(L)*-2015
    Executive Vice President & President, FirstEnergy Utilities (A)(B) 2014
    Senior Vice President & President, FirstEnergy Utilities (B) 2010-2013
President (H)(I)2011-2015
President (C)(D)(L)2010-2015
Senior Vice President & President, FirstEnergy Utilities (A)2010-2011
Senior Vice President, Energy Delivery & Customer Service (B)*-2010
Senior Vice President (C)(D)*-2010-2013
       
J. H. LashC. D. Lasky 6454 Senior Vice President, FE GenerationHuman Resources (B) 2011-present2015-present
    Vice President, (G)Fossil Operations (J) 2011-present2014-2015
    Chief Nuclear Officer (F)Vice President (G) 2011-2012*-2015
    Vice President, and Chief Nuclear Officer (F)Fossil Operations & Engineering (J) 2010-20112014
    President, FirstEnergy Nuclear Operating Company (B)2010-2011
Senior Vice President, and Chief Operating Officer (F)Fossil Fleet Operations (J) *-2010-2013
       
J. F. Pearson 6063Executive Vice President and Chief Financial Officer (N)2016-present
Executive Vice President and Chief Financial Officer (A)(B)(C)(D)(H)(I)(L)2015-present
Executive Vice President and Chief Financial Officer (F)(G)2015-2017
Executive Vice President and Chief Financial Officer (E)(J)2015-2016
 Senior Vice President and Chief Financial Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L) 2013-present
Senior Vice President and Treasurer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)2012
Vice President and Treasurer (A)(B)(C)(D)(E)(F)(J)(L)*-2012
Vice President and Treasurer (G)(H)(I)2011-2012-2015
       
D. R. SchneiderP. Reffner 5367 Vice President and General Counsel (N)2016-present
Vice President and General Counsel (B)(C)(D)(H)(I)(L)2014-present
Vice President and General Counsel (F)(G)2014-2017
Vice President and General Counsel (E)(J)2014-2016
Vice President, Legal (B) *-present-2013
       
S. E. Strah 5154President (G)2017-present
President (N)2016-present
 Senior Vice President & President, FirstEnergy Utilities (B) 2015-present
    President (C)(D)(H)(I)(L) 2015-present
    Vice President, Distribution Support (B) 2011-2015
Regional President (K)*-2011-2015
       
K. J. Taylor 4144Vice President and Controller (N)2016-present
 Vice President, Controller and Chief Accounting Officer (A)(B) 2013-present
    Vice President and Controller (C)(D)(E)(F)(G)(H)(I)(J)(L) 2013-present
Vice President and Controller (F)(G)2013-2017
Vice President and Controller (E)(J)2013-2016
    Vice President and Assistant Controller (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L) 2012-2013
Assistant Controller (A)(B)(C)(D)(L)2010-2012
Assistant Controller (H)(I)2011-2012
Assistant Controller (E)(F)(G)(J)2012
Manager, Financial Reporting & Technical Accounting (B)*-2010-2013
       
L. L. Vespoli 5558
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer
(A)(B)(C)(D)(H)(I)(L)(N)
2016-present
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (F)(G)2016-2017
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (E)(J)2016
 Executive Vice President, Markets & Chief Legal Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L) 2014-present2014-2016
    Executive Vice President and General Counsel (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L) *-2013
    Executive
E. L. Yeboah-Amankwah40Vice President, Corporate Secretary and Chief Ethics Officer (A)(B)2017-present
Vice President, State and Federal Regulatory Legal Affairs (B)2017
Vice President and General Counsel Corporate Secretary (C)(D)(G)(H)(I)(L)(N) 2011-20132017-present
       
* Indicates position held at least since January 1, 20102013(E) Denotes executive officer of FES(J) Denotes executive officer of FG
(A) Denotes executive officer of FE(F) Denotes executive officer of FENOC(K) Denotes executive officer of OE
(B) Denotes executive officer of FESC(G) Denotes executive officer of AGC(L) Denotes executive officer of ATSI
(C) Denotes executive officer of OE, CEI and TE(H) Denotes executive officer of MP, PE and WP(M) Denotes executive officer of CEI
(D) Denotes executive officer of ME, PN and Penn(I) Denotes executive officer of TrAIL and FET(N) Denotes executive officer of MAIT



23




Employees

As of December 31, 2014, FirstEnergy’s subsidiaries2017, FirstEnergy had 15,55715,617 employees located in the United States as follows:
 
Total
Employees
 
Bargaining
Unit
Employees
FESC (1)
3,979
 590
OE1,095
 722
CEI858
 573
TE333
 238
Penn191
 144
JCP&L1,348
 1,047
ME644
 489
PN753
 503
FES143
 
FG1,935
 1,169
FENOC2,638
 1,103
MP520
 334
PE449
 271
WP671
 429
Total15,557
 7,612

(1) As of December 31, 2014, ATSI employees were transferred to FESC.
 
Total
Employees
 
Bargaining
Unit
Employees
FESC4,944
 893
OE1,141
 745
CEI915
 594
TE334
 244
Penn185
 131
JCP&L1,358
 1,047
ME661
 487
PN750
 475
FES56
 
FG687
 499
FENOC2,328
 1,028
MP1,045
 690
PE499
 307
WP714
 459
Total15,617
 7,599

As of December 31, 2014,2017, the IBEW, the UWUA and the OPEIU unions collectively represented approximately 49%6,604 of FirstEnergy's total employees. There are various22 CBAs between FirstEnergy's subsidiaries and theseits unions, most of which have three, four or five year terms. In 2014,2017, certain of FirstEnergy's subsidiaries reached new agreements on CBAs for sevenwith three different UWUA locals, and threecovering approximately 1,073 employees. Additionally, in 2017, agreements were reached with two IBEW locals, covering approximately 2,978711 employees. These contracts will expire in 2017, 2018 and 2019.

On August 7, 2014,January 5, 2017, UWUA Local 180, which represents approximately 140123 employees atin PN, and was previously working under an expired CBA, notified PN that its members ratified a new CBA expiringagreement that will expire August 31, 2022.
On March 2, 2017, IBEW Local 777, which represents approximately 497 employees in 2017. Also,ME, ratified a contract that will expire on August 7, 2014,April 30, 2022.
On May 18, 2017, IBEW Local 272, which represents approximately 214 employees at the Bruce Mansfield Plant, ratified a new agreement that will expire on February 15, 2020.
On October 10, 2017, UWUA Local 304, which represents approximately 160164 employees at the Harrison generating facility and was previously working without a CBA,Plant, ratified a new CBA expiring in 2018. The CBA with IBEWagreement that will expire March 1, 2022.
On October 27, 2017, UWUA Local 272,270, which represents approximately 300786 employees at CEI, the Bruce Mansfield Plant, expired on February 16, 2014. FirstEnergy continues to engage in negotiations with Local 272,Perry nuclear plant and work continuation plans are in place in the event of a work stoppage. On September 24, 2014, IBEW Local 29, which represents approximately 500 employees at the Beaver Valley Power Station,Eastlake synchronous condenser plant, ratified a new CBA expiring in 2018. On October 17, 2014, UWUA Locals 118 and 126, which represent approximately 400 employees at OE, ratified a new CBA expiring in 2020. On October 28, 2014, UWUA Local 140, which represents approximately 140 employees at Penn, ratified a new CBA expiring in 2020. On December 18, 2014, UWUA Local 102, which represents approximately 700 employees at WP and PE, ratified the companies' offer of a CBA expiring in 2019.agreement that will expire on April 30, 2022.
FirstEnergy Web SiteWebsite and Other Social Media Sites and Applications

Each of the registrants’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and FE's proxy statements and amendments to those reportsdocuments filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are also made available free of charge on or through the "Investors" page of FirstEnergy’s Internet web sitewebsite at www.firstenergycorp.com. The public may read and copy any reports or other information that the registrants file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. These documents are also available to the public from commercial document retrieval services and the website maintained by the SEC at www.sec.gov.

These SEC filings are posted on the web siteFirstEnergy's website as soon as reasonably practicable after they are electronically filed with the SEC. Additionally, the registrants routinely post additional important information including press releases, investor presentations and notices of upcoming events, under the "Investors" section of FirstEnergy’s Internet web sitewebsite and recognize FirstEnergy’s Internet web sitewebsite as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under SEC Regulation FD. Investors may be notified of postings to the web sitewebsite by signing up for email alerts and RSS feeds on the "Investors" page of FirstEnergy's Internet web site or through push alerts from FirstEnergy Investor Relations apps for Apple Inc.'s iPad® and iPhone® devices, which can be installed for free at the Apple® online store.website. FirstEnergy also uses Twitter® and Facebook® as additional channels of distribution to reach public investors and as a supplemental means of disclosing material non-public information for complying with its disclosure obligations under SEC Regulation FD. Information contained on FirstEnergy’s Internet web sitewebsite, posted on FirstEnergy's Facebook® page or itsdisseminated through Twitter® or Facebook® site,, and any corresponding applications, of those sites, shall not be deemed incorporated into, or to be part of, this report.

24




ITEM 1A.RISK FACTORS

We operate in a business environment that involves significant risks, many of which are beyond our control. Management of each Registrant regularly evaluates the most significant risks of the Registrants' businesses and reviews those risks with the FirstEnergyFE Board of Directors or appropriate Committees of such Board and the Board.FES Board of Directors, respectively. The following risk factors and all other information contained in this report should be considered carefully when evaluating FirstEnergy.FirstEnergy and FES. These risk factors could affect our financial results and cause such results to differ materially from those expressed in any forward-looking statements made by or on behalf of us. Below, we have identified risks we currently consider material. These risks, unless otherwise indicated, are presented on a consolidated basis for FirstEnergy; if and to the extent a deconsolidation occurs with respect to certain FirstEnergy companies, the risks described herein may materially change. Additional information on risk factors is included in “Item 1. Business”Business,” and “Item 7. Management’s Discussion and Analysis of RegistrantFinancial Condition and Subsidiaries”Results of Operations,” and in other sections of this Form 10-K that include forward-looking and other statements involving risks and uncertainties that could impact our business and financial results.

Risks Related to Business Operationsthe Transition to a Fully Regulated Utility

We Have Taken a Series of Actions to Reposition our Asset Mix to Reflect a More Regulated Business Profile FocusingFocus Our Growth on Growing Our Regulated Distribution andOperations, Particularly Within the Regulated Transmission Operations and Earnings.Segment. Whether This RepositioningInvestment Strategy Will Deliver the Desired Result is Subject to Certain Risks Which Could Adversely Affect ProfitabilityOur Results of Operations and our Financial Condition in the Future
As a result of continuing weak economic conditions and depressed energy prices across our multi-state business territory, we have implemented a strategy to capitalizeWe focus on capitalizing on investment opportunities available to our regulated operations - particularly in transmission. This strategy will involve continuing to reposition our asset mix over the next several years to reflect a more regulated business profile, and to target more than 80% of our earnings fromwithin our Regulated DistributionTransmission segment - as we focus on delivering enhanced customer service and Regulated Transmission segments. In connection with this repositioning, we initiated distribution rate cases for certain of our distribution utility subsidiaries and announced plans to grow our regulated transmission business, focusing first on ATSI and extending throughout our service area over time.
reliability. The success of our repositioning strategythese efforts will depend, in part, on successful recovery of our transmission investments. Factors that may affect rate recovery of our transmission investments may include: (1) FERC’s timely approval of rates to recover such investments; (2) whether the investments are included in PJM's RTEP; (2)(3) FERC's evolving policies with respect to incentive rates for transmission assets; (3)(4) FERC's evolving policies with respect to the calculation of the base ROE component of transmission rates, as articulated in FERC's recent Opinion No. 531; (4)531 and related orders; (5) consideration of the objections of those who oppose such investments and their recovery; and (5)(6) timely development, construction, and operation of the new facilities.
The success of this repositioning strategythese efforts will also depend, in part, on our achieving positive outcomes inany future distribution rate cases or other filings seeking cost recovery for distribution system enhancements in the states where our Utilities operate and transmission rate filings we have filed or will file.at FERC. Any denial of, or delay in, the approval of any future distribution or transmission rate requestrequests could restrict us from fully recovering our cost of service, may impose riskrisks on the Regulated Transmission and Regulated Distribution operations, and could have a material adverse effect on our regulatory strategy.strategy and results of operations.
Our repositioning strategyefforts also could be impacted by our ability to finance the proposed expansion projects while maintaining adequate liquidity. There can be no assurance that the repositioning of our efforts to reflect a more regulated business to focus on our Regulated Distribution and Regulated Transmission segmentsprofile will deliver the desired result which could adversely affect our profitabilityfuture results of operations and financial condition.
Failure to Successfully Implement Strategic Alternatives for the CES Segment to Exit the Competitive Generation Business May Further Negatively and Materially Impact the Future Results of Operations and Financial Condition of FirstEnergy and FES
Weak wholesale energy and capacity markets with significantly low results from recent capacity auctions and anemic demand forecasts have lowered the value of the business and continue to challenge the CES segment, including FES. Consequently, as previously disclosed, FirstEnergy is engaged in a strategic review of its competitive operations including the pending sale of certain AE Supply generation assets, and FES is exploring all alternatives for its generation assets.
These alternatives include, but are not limited to, (i) the sale or deactivation of additional generating units and other assets within CES, including FES, (ii) restructuring FES debt with its creditors, and/or (iii) seeking protection under U.S. bankruptcy laws for FES and FENOC.Management anticipates that the viability of these alternatives will be determined in the near term. Each of FE and FES (together with FENOC) have engaged separate advisors to assist them as they explore these strategic alternatives and other options if these alternatives cannot be implemented. No assurance can be given, however, that these strategic alternatives are viable or will be achieved or sufficiently realized or the time frame in which they may be achieved.
Regardless of the Viability or Success of the Sale of Certain AE Supply Generation Assets and Other Strategic Alternatives for the CES Segment, Certain Events May Significantly Increase Cash Flow and Liquidity Risks, Have a Material Adverse Effect on Results of Operations and the Financial Condition of FE and FES and Cause FES and FENOC, to Take Other Actions, Including Debt Restructuring or Seeking Protection under the U.S. Bankruptcy Laws
Regardless of the viability or success of the sales of CES generation assets and other strategic alternatives for the CES business discussed above, CES, including FES, faces significant cash flow and liquidity risks including, but not limited to the following:
the inability to refinance debt maturities at FES subsidiaries of $515 million and $323 million in 2018 and 2019, respectively, at attractive rates or at all;


requests to post additional collateral or accelerate payments, including prepayments to certain trade creditors; and
adverse outcomes in previously disclosed disputes regarding long-term coal and coal transportation contracts.

Even if the alternatives outlined above or any other viable business alternatives are implemented, any one of these events or other further adverse developments in the CES segment could require FES to (i) restructure debt and other financial obligations, or (ii) borrow additional funds from FE under its secured credit facility. In addition, FES and FENOC may determine to seek protection under U.S. bankruptcy laws regardless of the viability of one or more strategic alternatives.

Any such developments could have important consequences, including:

the risk that we may not be able to, or may no longer desire to, complete our planned disposition of our generating assets;
the risk that FirstEnergy could be required to satisfy or otherwise elect to guarantee significant financial obligations of FES or its subsidiaries, which could adversely affect the financial condition and cash flows of FirstEnergy;
the risk that creditors of FES may attempt to assert claims, including those that arise out of litigation or other commercial disputes, against FirstEnergy that may require significant effort and money to defend and could adversely affect the business, financial condition, results of operations and cash flows of FirstEnergy; and
the risk that certain triggering events could constitute events of default under certain of FirstEnergy’s obligations.

Additionally, a deactivation significantly prior to the applicable license expiration date of one or more of NG’s nuclear generating units could have a material adverse effect on FirstEnergy's and/or FES' business, financial condition and results of operations as the NDTs may be insufficient to address all radiological decommissioning costs with respect to the applicable unit, thus requiring financial guarantees or additional contributions, which could be significant. The funds from the NDTs may also be restricted from being used to address other significant costs resulting from a near-term deactivation, such as the costs associated with storing spent nuclear fuel onsite.
Adverse judgments or outcomes in ongoing disputes could result in one or more events of default under various agreements related to the indebtedness of FES. Additionally, although the debt-to-total-capitalization ratio included in FE's credit facility excludes non-cash charges up to $5.5 billion related to asset impairments attributable to the power generation assets owned by FES, AE Supply and each of their subsidiaries, the asset impairments recognized in 2016 fully utilized the $5.5 billion exclusion and charges beyond that amount will negatively impact the debt-to-total-capitalization covenant, which may have a further material adverse effect on the results of operations and financial condition of FE.
There is Substantial Uncertainty as to FES’ Ability to Continue as a Going Concern and Substantial Risk That It May be Necessary for FES and FENOC to Seek Protection Under U.S. Bankruptcy Laws, Which Would Have a Material Adverse Impact on FirstEnergy’s and FES’ Business, Financial Condition, Results of Operations and Cash Flows
Based upon continued significantly low prices in the wholesale energy and capacity markets, weak demand for electricity and anemic demand forecasts along with the inability to obtain legislative or regulatory relief, FES’ cash flow from operations may be insufficient to repay its indebtedness or trade payables in the near- and long-term. FES' near-term obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern. However, the accompanying financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might result from the uncertainty associated with the ability to meet obligations as they come due.
Each of FirstEnergy and FES (together with FENOC) have engaged separate financial and legal advisors to assist with the evaluation of various strategic alternatives and to address the liquidity needs and the current capitalization of FES. Due to FES’ financial condition, there is a substantial risk that it may be necessary for FES and FENOC to seek protection under U.S. bankruptcy laws. An FES bankruptcy proceeding would have a material adverse effect on FES’ business, financial condition, results of operations and cash flows and could have a material adverse effect on FirstEnergy’s business, financial condition, results of operations and cash flows. Management of FirstEnergy and FES would be required to spend a significant amount of time and effort dealing with the bankruptcy proceeding instead of focusing on their business operations. In addition, it is expected that prior to the commencement of any such proceeding, FES will fully draw down its $500 million secured credit facility from FE, which FE would likely fund by borrowing under its bank facility. A bankruptcy proceeding at FES also may make it more difficult to retain, attract or replace management and other key personnel. Moreover, creditors of FES may attempt to assert claims against FirstEnergy that may require significant effort and money to defend. There can be no assurance that FirstEnergy would be successful in defending against any such claims. The costs and the uncertainty of potential liabilities during the pendency of an FES bankruptcy proceeding could have a material and adverse impact on FirstEnergy’s and FES’ business, financial condition, results of operations and cash flows.
FES’ Inability to Satisfy its Financial Obligations Could Require FirstEnergy to Make Substantial Payments in Respect of such Obligations, which Could Adversely Affect the Financial Condition, Cash Flows, and the Ability to Satisfy Obligations of FirstEnergy

FE has provided a revolving credit agreement to FES that permits borrowings of up to $500 million and provides additional credit support to FES of up to $200 million. As part of FirstEnergy’s centralized cash management functions, FES, its subsidiaries and FENOC have the ability to borrow from each other and FE to meet their short-term working capital requirements. In addition, FE


has guaranteed certain material financial obligations of FES and its subsidiaries. FirstEnergy also could elect to assume or satisfy other material financial obligations of FES and its subsidiaries. It is also possible that creditors of FES may attempt to assert claims against FirstEnergy that may require significant effort and money to defend or could result in losses to FirstEnergy. There can be no assurance that FirstEnergy would be successful in defending against any such claims. Any of these matters could adversely affect the financial condition, cash flows and ability to satisfy obligations of FirstEnergy. In addition, the uncertainty associated with these matters could adversely affect FirstEnergy’s ability to access the capital or credit markets and ability to finance its business.

Adverse Developments Related to the CES Segment Could Trigger Events of Default under Certain FirstEnergy Obligations
FirstEnergy's credit facilities contain various events of default, including with respect to the borrowers or significant subsidiaries (each as defined in the credit agreements), a bankruptcy or insolvency, the failure to pay any principal of or premium or interest on any indebtedness in excess of $100 million, or the failure to satisfy any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $100 million. Although FES and its subsidiaries are not “significant subsidiaries” for these purposes, it is possible that an adverse development related to FES could trigger an event of default under the FirstEnergy credit facilities if creditors of FES asserted successful claims against FE or our significant subsidiaries. Additionally, although the debt-to-total-capitalization ratio covenant included in FirstEnergy's credit facility excludes non-cash charges up to $5.5 billion related to asset impairments attributable to the power generation assets owned by FES, AE Supply and each of their subsidiaries, the asset impairments recognized in 2016 fully utilized the $5.5 billion exclusion and charges beyond that amount will negatively impact the debt-to-total-capitalization covenant. Any development, such as the bankruptcy or insolvency of FirstEnergy subsidiaries, debt acceleration or failures to satisfy judgments, could adversely affect the liquidity of FirstEnergy.
In the Event of a Foreclosure, Liquidation, Bankruptcy or Similar Proceeding Involving FES, FG or NG, the Value of the Collateral Securing the Secured Indebtedness of FES’ Subsidiaries May Not be Sufficient to Ensure Repayment of Such Indebtedness and, in the Case of a Bankruptcy Proceeding, the Ability of Holders of Such Indebtedness, Including FE, to Realize Any such Value May be Delayed or Otherwise Limited
FG and NG have secured pollution control notes outstanding as of December 31, 2017 of $612.2 million (FG - $327.6 million of FMBs; NG - $284.6 million of FMBs) and secured obligations supporting FES’ $500 million revolving line of credit and $200 million additional credit support with FE (FG - $250 million of FMBs; NG - $450 million of FMBs). In the event of a foreclosure, liquidation, bankruptcy or similar proceeding affecting FES, FG or NG or any of their respective properties or assets, the value of the collateral securing such indebtedness or the net proceeds from any sale or liquidation of such collateral, as applicable, may not be sufficient to pay the obligations under such secured indebtedness. If the value of the collateral or the net proceeds of any sale of such collateral, as applicable, are not sufficient to repay all amounts due with respect to such secured indebtedness, the holders of the secured indebtedness would have an unsecured claim for the deficiency in value or proceeds against the applicable obligors alongside all other unsecured creditors of such obligor. None of FG, NG or FES can assure holders of their respective secured debt that, if a sale process were to be pursued, the collateral will be saleable or, if saleable, that there will not be substantial delays in its liquidation due to, among other things, the need for regulatory authorization from the FERC, NRC or other governmental authorities, as applicable.
Additionally, in the context of a bankruptcy case by or against FES, FG or NG, the holders of the secured indebtedness may not be able or entitled to receive payment of interest, fees (including attorney’s fees), costs or charges related to such secured obligations, and may be required to repay any such amounts received by such holders during such bankruptcy case.
The value of the collateral securing FG’s and NG’s secured obligations is subject to fluctuation and will depend on market and other economic conditions, including the availability of any suitable buyers for the collateral, which could be impacted by the risks and costs associated with operating nuclear generation facilities in the case of NG’s properties and the risks and costs of operating coal and other fossil-fueled generation facilities in the case of FG’s properties, including, in each case, complying with federal, state and local statutes and regulations associated with public health and safety and the environment.
FirstEnergy and FES May Not Be Successful in Pursuing and/or Consummating Sales of Generating Assets, Which Could Result in Further Substantial Write-Downs and Impairments of Assets and Have a Material Adverse Effect on the Results of Operations and Financial Condition of FirstEnergy and FES
Since beginning their strategic review of the CES segment, FirstEnergy and FES have been pursuing the sale of certain generating and other assets. Any such sale may be difficult to implement due to current and anticipated future market conditions and the attractiveness of nuclear and coal facilities to prospective purchasers. Additionally, because of the current financial condition of FES, those sales may be more difficult to execute at market values or at all.
In this regard, AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply's interest in the Buchanan Generating facility and approximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity), each component of which may close separately, for an aggregate all-cash purchase price of $825 million, subject to adjustments.


While the sale of the four natural gas generating plants was completed on December 13, 2017, the sale of AE Supply’s interest in the Buchanan Generating facility and AGC’s interest in Bath County remain pending and are expected to close in the first half of 2018, subject to, in each case, various customary and other closing conditions including, without limitation, receipt of regulatory approvals.
If the above sales or any others by AE Supply or FES are not achieved or realized, AE Supply and FES may take further substantial write-downs and impairments of assets, which could have a material adverse effect on the results of operations and financial condition of FirstEnergy and FES and put additional pressure on the success of other strategic alternatives for remaining generation assets at FES and AE Supply. There can be no assurance that all closing conditions will be satisfied or that such sales will be consummated.
Certain FirstEnergy Companies May Not be Able to Meet Their Obligations to or on behalf of Other FirstEnergy Companies or Their Affiliates Which Could Have a Material Adverse Effect on the Results of Operations, Financial Condition or Liquidity of one or more FirstEnergy Entities, Including Additional Significant Exposure in the Event of a Bankruptcy Proceeding by FES and/or FENOC

Certain of the FirstEnergy companies have obligations to other FirstEnergy companies pursuant to transactions involving credit, energy, coal, other commodities, services and hedging transactions. If one FirstEnergy entity failed to perform under any of these arrangements, other FirstEnergy entities could incur losses. Their results of operations, financial position, or liquidity could be adversely affected, and could result in the nondefaulting FirstEnergy entity being unable to meet its obligations to unrelated third parties. Certain FirstEnergy companies also provide guarantees to third party creditors on behalf of other FirstEnergy affiliate companies under transactions of the type described above, legal settlements or under financing transactions. Any failure to perform under such guarantee by such FirstEnergy guarantor company or under the underlying transaction by the FirstEnergy company on whose behalf the guarantee was issued could have similar adverse impacts on one or both FirstEnergy companies or their affiliates.

FES provides a parental support agreement to NG of up to $400 million related to certain operating expenses and requirements. The NRC typically relies on such parental support agreements to provide additional assurance that U.S. merchant nuclear plants, including NG’s nuclear units, have the necessary financial resources to maintain safe operations, particularly in the event of extraordinary circumstances. If FES is called upon by NG to perform under this arrangement, FES’ results of operations, financial position, and liquidity could be adversely affected, and could result in FES being unable to meet its obligations to unrelated third parties.
In addition, there are significant commercial and other relationships among FE, FES and other FE subsidiaries, including, but not limited to, AE Supply and FENOC. In the event FES seeks protection under U.S. bankruptcy laws, it is expected FENOC will similarly seek protection under U.S. bankruptcy laws. These relationships include a shared services agreement, cash management, intercompany loans, tax sharing and energy-related purchases and sales, among others, which would be subject to review and possible challenge in the event of an FES or FENOC bankruptcy proceeding. FirstEnergy is unable to estimate the outcome of such challenges or other claims arising out of an FES or FENOC bankruptcy proceeding, any resulting material losses, obligations or other liabilities of FirstEnergy or their possible material adverse effect on the business, results of operations and financial condition of FirstEnergy, including, but not limited to, AE Supply.
FES and FG are exposed to losses under the sale and leaseback arrangement for Unit 1 at the Bruce Mansfield plant upon the occurrence of certain contingent events that could render that facility worthless such as a casualty event. FES and FG have a maximum exposure to loss under those provisions of approximately $1.1 billion.
On the morning of January 10, 2018, Bruce Mansfield plant personnel were in the process of shutting down Unit 1 for a maintenance outage when an equipment failure resulted in an unplanned outage for Unit 2 that led to the loss of plant power. Later that morning, a fire damaged the scrubber, stack and other plant property and systems associated with Units 1 and 2. Evaluation of the extent of the damage, which may be significant, to the scrubber, stack and other plant property and systems associated with Units 1 and 2, and whether it may trigger a loss under the sale and leaseback arrangement, is underway and is expected to take several weeks.
As part of AE Supply’s recent sale of gas generation assets to a subsidiary of LS Power, FE provided two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC arising under the purchase agreement. Liabilities incurred under these guarantees could have an adverse impact on FE.
Risks Related to the CES Segment

Continued Low Prices in the Wholesale Energy and Capacity Markets May Further Negatively and Materially Impact the Future Results of Operations and Financial Condition of FirstEnergy and FES Including the Ongoing Strategic Review of Competitive Operations

Long-term low prices in the wholesale energy and capacity markets continue to challenge the coal and nuclear baseload generating units within the CES business segment, including those of FES. The continued weakness of these markets may further negatively and materially impact the future results of operations and financial condition of FirstEnergy and FES and may limit the ability of FES to sell these units to third parties.


FE does not intend to infuse additional equity into CES and only expects to continue to support CES, including FES, as necessary to maintain safe operations and to preserve the fleet as it pursues strategic alternatives with respect to CES. However, FES has liquidity support through the secured credit facility entered into between FES and FE in December 2016 and an unregulated companies’ money pool, through which FE expects to provide ongoing liquidity to FES and its subsidiaries through March 2018. AE Supply has access to a separate unregulated companies' money pool. No assurance can be given, however, that such expectations will not change or that the strategic alternatives for CES are viable or will be achieved or sufficiently realized. If options that retain the current fleet cannot be implemented or can only be implemented for a portion of the CES fleet, we may consider other options longer term, such as the sale or deactivation of additional generating units within CES, including FES, which may have a further material adverse effect on the results of operations and financial condition of FirstEnergy and FES.

FES Has a Significant Amount of Indebtedness, Which Could Adversely Affect FirstEnergy’s and FES’ Cash Flow and Liquidity and the Ability of FES and its Subsidiaries to Fulfill their Obligations, Which Could Cause FES to Seek Protection under U.S. Bankruptcy Laws

FES and its subsidiaries have a significant amount of indebtedness, some of which is secured. Specifically, as of December 31, 2017, $2.8 billion of outstanding long-term debt, of which approximately $610 million is secured and approximately $2.2 billion is unsecured.

As a result of this debt, a substantial portion of cash flow from the operations of FES must be used to make payments on this debt, including the payment of principal and interest. Furthermore, since a material percentage of the FES assets are used to secure this debt, and much of those assets have been substantially written down, there is little or no collateral available for future secured debt or credit support, which reduces flexibility in dealing with future liquidity needs or financial difficulties. This high level of indebtedness and related collateral pledges could have other adverse consequences to FES, including:
difficulty satisfying debt service and other obligations at FES and/or its individual subsidiaries;
the unlikelihood of FG and NG being able to refinance debt maturities of $515 million and $323 million in 2018 and 2019, respectively;
additional postings of collateral or acceleration of payments;
increasing the vulnerability of the business of FES to adverse industry and economic conditions;
reducing the availability of FES cash flow to fund other corporate purposes; and
reducing the ability of FES to enter into transactions with counterparties due to demands for additional collateral or credit support due to FES' creditworthiness.

If market conditions in the wholesale energy and capacity markets continue to be weak and the strategic alternatives described above are not viable, achieved or sufficiently realized, then the cash flows of FES may not be sufficient to fund debt service obligations, including the repayment at maturity of all the outstanding debt as it becomes due. In that event, FES may not be able to borrow money, sell assets, raise equity or otherwise raise funds on acceptable terms or at all to refinance its debt as it becomes due, which could have a material adverse effect on the results of operations, financial condition and liquidity of FirstEnergy and FES, result in one or more events of default being declared under various agreements related to the indebtedness of FES and cause FES to seek protection under U.S. bankruptcy laws. In the event FES seeks such protection, it is likely FENOC will similarly seek protection under U.S. bankruptcy laws.

Additionally, if any potential defaults at FES are not resolved through waivers or otherwise cured, lenders could accelerate the maturity of the applicable debt which may, among other things, result in cross defaults of other FES debt obligations. These defaults would have a material adverse effect on FirstEnergy’s and FES' business, financial condition, results of operations and liquidity.

Disruptions in Fuel Supplies and Changes in Fuel Transportation Needs Could Adversely Affect Relationships With Suppliers, the Ability to Operate Generation Facilities or Lead to Business Disputes and Material Judgments, Any of Which May Adversely Impact Financial Results, and in the Case of a Certain Fuel Transportation Contract, an Adverse Resolution Could Cause FES to Seek Bankruptcy Protection and Result in One or More Events of Default Under Various Agreements Related to the Indebtedness of FES

CES purchases fuel from a number of suppliers. The lack of availability of fuel at expected prices, or a disruption in the delivery of fuel which exceeds the duration of our on-site fuel inventories, including disruptions as a result of weather, increased transportation costs or other difficulties, labor relations or environmental or other regulations affecting fuel suppliers, could cause an adverse impact on the ability to operate CES' generating facilities, possibly resulting in lower sales and/or higher costs and thereby adversely affect results of operations of FirstEnergy and FES.

Operation of CES' coal-fired generation facilities is highly dependent on its ability to procure coal. CES has long-term contracts in place for a majority of its coal supply and transportation needs, one of which runs through 2028 and certain of which relate to deactivated plants. For example, AE Supply and FG have asserted force majeure defenses for delivery shortfalls under certain of these agreements relating to our deactivated plants. One such agreement which is currently in arbitration relates to the transportation of an aggregate of a minimum of 2.5 million tons of coal annually through 2025 to certain operating and deactivated coal-fired power


plants owned by FG. In addition, in one coal supply agreement, AE Supply has also asserted termination rights effective in 2015 and is in litigation with the counterparty.

No assurance can be provided that negotiations with counterparties, or any litigation or arbitration, will be favorably resolved. An adverse resolution of any of these material matters could have a material adverse impact on the financial condition and results of operations of FirstEnergy and FES, and in the case of the arbitration related to the fuel transportation contract discussed above, an adverse resolution could require FES to (i) restructure debt and other financial obligations, (ii) borrow additional funds from FE under its secured credit facility, (iii) sell additional assets or deactivate additional plants and/or (iv) seek protection under U.S. bankruptcy laws, which in turn would result in one or more events of default under various agreements related to the indebtedness of FES. In the event FES seeks such protection, it is expected FENOC will similarly seek protection under U.S. bankruptcy laws.

Continued Pressure on Commodity Prices Including, but Not Limited to, Fuel for Generation Facilities, Could Adversely Affect Profit Margins

During the period of FirstEnergy’s transition to a fully regulated company away from commodity exposed generation, CES continues to purchase and sell electricity in the competitive retail and wholesale markets. Increases in the costs of fuel for generation facilities (particularly coal, uranium and natural gas) may affect CES’ profit margins. Competition and changes in the short or long-term market price of electricity, which are affected by changes in other commodity costs and other factors including, but not limited to, weather, energy efficiency mandates, DR initiatives and deactivations and retirements at power generation facilities, may impact the results of operations and financial position of FirstEnergy and FES by decreasing sales margins or increasing the amount paid to purchase power to satisfy sales obligations in the states in which CES does business. CES is exposed to risk from the volatility of the market price of natural gas. Its ability to sell at a profit is highly dependent on the price of natural gas. With low natural gas prices, other market participants that utilize natural gas-fired generation will be able to offer electricity at increasingly competitive prices, so the margins CES realizes from sales will be lower and, on occasion, CES may curtail or cease operation of marginal plants. The availability of natural gas and issues related to its accessibility may have a long-term material impact on the price of natural gas.

CES Is Exposed to Price RisksAssociated With Marketing and Selling Products in the Power Markets That It Does Not Always Completely Hedge Against

CES purchases and sells power at the wholesale level under market-based rate tariffs authorized by FERC, and also enters into agreements to sell available energy and capacity from its generation assets. If CES is unable to deliverfirm capacity and energy under these agreements, it may be required to pay damages, including significant penalties under PJM's Capacity Performance market reform. These damages would generally be based on the difference between the market price to acquire replacement capacity or energy and the contract price of the undelivered capacity or energy. Depending on price volatility in the wholesale energy markets, such damages and penalties could be significant. A single outage could result in penalties that exceed capacity revenues for a given unit in a given year. Extreme weather conditions, unplanned power plant outages, transmission disruptions, and other factors could affect CES' ability to meet its obligations, or cause increases in the market price of replacement capacity and energy.

CES attempts to mitigate risks associated with satisfying its contractual power sales arrangements by reserving generation capacity to deliver electricity to satisfy its net firm sales contracts and, when necessary, by purchasing firm transmission service. CES also routinely enters into contracts, such as fuel and power purchase and sale commitments, to hedge exposure to fuel requirements and other energy-related commodities. CES may not, however, hedge the entire exposure of its operations from commodity price volatility. To the extent CES does not hedge against commodity price volatility, the results of operations and financial position of FirstEnergy and FES could be negatively affected. In addition, these risk management related contracts could require the posting of additional collateral in the event market prices or market conditions change or FES or AE Supply's credit ratings are further downgraded.

Nuclear Generation Involves Risks that Include Uncertainties Relating to Health and Safety, the Environment, Additional Capital Costs, the Adequacy of Insurance Coverage, NRC Actions and Nuclear Plant Decommissioning, Which Could Have a Material Adverse Effect on the Business, Results of Operations and Financial Condition of FirstEnergy and FES

FES is subject to the risks of nuclear generation, including but not limited to the following:
the potential harmful effects on the environment, human health and safety, including loss of life, resulting from unplanned radiological releases associated with the operation of FES' nuclear facilities and the storage, handling and disposal of radioactive materials;
limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with FES' nuclear operations, including any incidents of unplanned radiological release, or those of others in the United States;
uncertainties with respect to contingencies and assessments if insurance coverage is inadequate; and
uncertainties with respect to the technological and financial aspects of spent fuel storage and decommissioning nuclear plants, including but not limited to, waste disposal at the end of their licensed operation and increases in minimum funding requirements or costs of decommissioning.



The NRC has broad authority under federal law to impose licensing, security and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines and/or shut down a unit, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated by the NRC could necessitate substantial capital expenditures at nuclear plants, including those of FES. Also, a serious nuclear incident at one of FES' nuclear facilities or a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or relicensing of any domestic nuclear unit. Any one of these risks relating to FES' nuclear generation could have a material adverse effect on the business, results of operations and financial condition of FirstEnergy and FES.
There Are Uncertainties Relating to Participation in RTOs Which Could Result In Significant Additional Fees and Increased Costs to Participate in an RTO, Limit the Recovery of Costs from Retail Customers and Have an Adverse Effect on the Results of Operations and Cash Flows and Financial Condition of FirstEnergy and FES
RTO rules could affect the ability to sell energy and capacity produced by CES' generating facilities to users in certain markets. The rules governing the various regional power markets may change from time to time, which could affect its costs or revenues. In some cases, these changes are contrary to its interests and adverse to its financial returns. The prices in day-ahead and real-time energy markets and RTO capacity markets have been volatile and RTO rules may contribute to this volatility.
All of CES' generating assets currently participate in PJM, which conducts RPM auctions for capacity on an annual planning year basis. The prices CES can charge for its capacity are determined by the results of the PJM auctions, which are impacted by the supply and demand of capacity resources and load within PJM and also may be impacted by transmission system constraints and PJM rules relating to bidding for DR, energy efficiency resources, and imports, among others. Auction prices could fluctuate substantially over relatively short periods of time. To the extent PJM's Capacity Performance market reforms do not work as intended, energy and capacity market prices may remain volatile and low. CES cannot predict the outcome of future auctions, but if the auction prices are sustained at low levels, the results of operations, financial condition and cash flows of FirstEnergy and FES could be adversely impacted.
CES incurs fees and costs to participate in RTOs. Administrative costs imposed by RTOs, including the cost of administering energy markets, may increase. To the degree CES incurs significant additional fees and increased costs to participate in an RTO, and is limited with respect to recovery of such costs from retail customers, the results of operations and cash flows of FirstEnergy and FES could be significantly impacted.
As a member of an RTO, CES is subject to certain additional risks, including those associated with the allocation among members of losses caused by unreimbursed defaults of other participants in that RTO’s market and those associated with complaint cases filed against the RTO that may seek refunds of revenues previously earned by its members.
Risks Related to Business Operations Generally

We Are Subject to Risks Arising from the Operation of Our Power Plants and Transmission and Distribution Equipment

Which Could Reduce Revenues, Increase Expenses and Have a Material Adverse Effect on our Business, Financial Condition and Results of Operations
Operation of generation, transmission and distribution facilities involves risk, including the risk of potential breakdown or failure of equipment or processes due to aging infrastructure, fuel supply or transportation disruptions, accidents, labor disputes or work stoppages by employees, human error in operations or maintenance, acts of terrorism or sabotage, construction delays or cost overruns, shortages of or delays in obtaining equipment, material and labor, operational restrictions resulting from environmental requirements and governmental interventions, and performance below expected levels. In addition, weather-related incidents and other natural disasters can disrupt generation, transmission and distribution delivery systems. Because our transmission facilities are interconnected with those of third parties, the operation of our facilities could be adversely affected by unexpected or uncontrollable events occurring on the systems of such third parties.

Operation of our power plants below expected capacity could result in lost revenues and increased expenses, including higher operation and maintenance costs, purchased power costs and capital requirements. Unplanned outages of generating units and extensions of scheduled outages due to mechanical failures or other problems occur from time to time and are an inherent risk of our business. Unplanned outages typically increase our operation and maintenance expenses or may require us to incur significant costs as a result of operating our higher cost units or obtaining replacement power from third parties in the open market to satisfy our sales obligations. Moreover, if we were unable to perform under contractual obligations, including, but not limited to, our coal and coal transportation contracts, penalties or liability for damages could result.

FES, FG, OE and TE are exposed to losses under their applicable sale-leaseback arrangements for generating facilities upon the occurrence of certain contingent events thatresult, which could render those facilities worthless. Although we believe these types of events are unlikely to occur, FES, FG, OE and TE have a maximum exposurematerial adverse effect on our business, financial condition and results of operations.
Failure to loss under those provisionsProvide Safe and Reliable Service and Equipment Could Result in Serious Injury or Loss of approximately $1.2 billion for FES, $429 million for OELife That May Harm Our Business Reputation and $231 million for TE. In addition, new and certain existing environmental requirements may force us to shut down such generating facilities or change their operating status, either temporarily or permanently, if we are unable to comply

25




with such environmental requirements, or if we make a determination that the expenditures required to comply with such requirements are uneconomical.

Adversely Affect our Operating Results
We remainare obligated to provide safe and reliable service to customers withinand equipment in our franchised service territories. Meeting this commitment requires the expenditure of significant capital resources. However, our employees, contractors and the general public may be


exposed to dangerous environments due to the nature of our operations. Failure to provide safe and reliable service and failure to meet regulatory reliability standardsequipment due to a number of factors, including but not limited to, equipment failure, accidents and weather, could result in serious injury or loss of life that may harm our business reputation and adversely affect our operating results through reduced revenues and increased capital and operating costs and the imposition of penalties/fines or other adverse regulatory outcomes.

Changes in Commodity Prices Including, but Not Limited to Natural Gas, Could Adversely Affect Our Profit Margins

We purchase and sell electricity in the competitive retail and wholesale markets. Increases in the costs of fuel for our generation facilities (particularly coal, uranium and natural gas) can affect our profit margins. Competition and changes in the short or long-term market price of electricity, which are affected by changes in other commodity costs and other factors including, but not limited to, weather, energy efficiency mandates, DR initiatives and deactivations and retirements at power production facilities, may impact our results of operations and financial position by decreasing sales margins or increasing the amount we pay to purchase power to satisfy our sales obligations in the states in which we do business. We are exposed to risk from the volatility of the market price of natural gas. Our ability to sell at a profit is highly dependent on the price of natural gas. As the price of natural gas falls, other market participants that utilize natural gas-fired generation will be able to offer electricity at increasingly competitive prices, so the margins we realize from sales will be lower and, on occasion, we may need to curtail operation of marginal plants. The availability of natural gas and issues related to its accessibility may have a long-term material impact on the price of natural gas. In addition, deterioration or weakness in the global economy has led to lower international demand for coal, oil and natural gas, which has lowered fossil fuel prices and may put downward pressure on electricity prices.

We Are Exposed to Operational, Price and Credit Risks Associated With Marketing and Selling Products in the Power Markets That We Do Not Always Completely Hedge Against

We purchase and sell power at the wholesale level under market-based rate tariffs authorized by FERC, and also enter into agreements to sell available energy and capacity from our generation assets. If we are unable to deliver firm capacity and energy under these agreements, we may be required to pay damages, including significant new penalties if PJM's market reforming Capacity Performance proposal is accepted as filed. These damages would generally be based on the difference between the market price to acquire replacement capacity or energy and the contract price of the undelivered capacity or energy. Depending on price volatility in the wholesale energy markets, such damages could be significant. Extreme weather conditions, unplanned power plant outages, transmission disruptions, and other factors could affect our ability to meet our obligations, or cause increases in the market price of replacement capacity and energy.

We attempt to mitigate risks associated with satisfying our contractual power sales arrangements by reserving generation capacity to deliver electricity to satisfy our net firm sales contracts and, when necessary, by purchasing firm transmission service. We also routinely enter into contracts, such as fuel and power purchase and sale commitments, to hedge our exposure to fuel requirements and other energy-related commodities. We may not, however, hedge the entire exposure of our operations from commodity price volatility. To the extent we do not hedge against commodity price volatility, our results of operations and financial position could be negatively affected.

The Use of Non-Derivative and Derivative Contracts by Us to Mitigate Risks Could Result in Financial Losses That May Negatively Impact Our Financial Results

We use a variety of non-derivative and derivative instruments, such as swaps, options, futures and forwards, to manage our commodity and financial market risks. In the absence of actively quoted market prices and pricing information from external sources, the valuation of some of these derivative instruments involves management’s judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of some of these contracts. Also, we could recognize financial losses as a result of volatility in the market valuesvalue of these contracts or if a counterparty fails to perform.

perform or if there is limited liquidity of these contracts in the market.
Financial Derivatives Reforms Could Increase Our Liquidity Needs and Collateral Costs and Impose Additional Regulatory Burdens

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted into law in July 2010 with the primary objective of increasing oversight of the United States financial system, including the regulation of most financial transactions, swaps and derivatives. Dodd-Frank requires CFTC and SEC rulemaking to implement itssuch provisions. Although the CFTC and the SEC have completed somecertain of their rulemaking, a significant amount ofother rulemaking remains.

We rely on the OTC derivative markets as part of our program to hedge the price risk associated with our power portfolio. The effect on our operations of this legislation will depend in part on whether we are determined to beAs a swap dealer, a major swap participant or a qualifying end-user through a self-identification process. The overall impact of those regulations may be reduced but not eliminated for companies that participate in the swap market as "end-users" for hedging purposes. If we are determined to be a swap dealer or a major swap participant, we will be required to commit substantial additional capital toward collateral costs to meet

26




the margin requirements of the major exchanges, comply with increased reporting and record-keeping requirements and follow CFTC-specified business conduct standards.

Even if we are not determined to be a swap dealer or a major swap participant, as anqualified end-user, we are required to comply with additional regulatory obligations under Dodd-Frank, which includes record-keeping, reporting requirements and the clearing of some transactions that we would otherwise enter into over-the-counter.over-the-counter and the posting of margin. Also, the total burden that the rules could impose on all market participants could cause liquidity in the bilateral OTC swap market to decrease. The newThese rules could impede our ability to meet our hedge targets in a cost-effective manner. FirstEnergy cannot predict the ultimatefuture impact Dodd-Frank rulemaking will have on its results of operations, cash flows or financial position.

Our Risk Management Policies Relating to Energy and Fuel Prices, and Counterparty Credit, Are by Their Very Nature Risk Related,Subject to Uncertainties, and We Could Suffer Economic Losses Resulting in an Adverse Effect on Results of Operations Despite Such Policies

Our Efforts to Manage and Mitigate Our Risks
We attempt to mitigate the market risk inherent in our energy, fuel and debt positions. Procedures have been implemented to enhance and monitor compliance with our risk management policies, including validation of transaction and market prices, verification of risk and transaction limits, sensitivity analysis and daily portfolio reporting of various risk measurement metrics. Nonetheless, we cannot economically hedge all of our exposure in these areas and our risk management program may not operate as planned. For example, actual electricity and fuel prices may be significantly different or more volatile than the historical trends and assumptions reflected in our analyses. Also, our power plants might not produce the expected amount of power during a given day or time period due to weather conditions, technical problems or other unanticipated events, which could require us to make energy purchases at higher prices than the prices under our energy supply contracts.contracts, and also to pay significant penalties under PJM's Capacity Performance market reforms. In addition, the amount of fuel required for our power plants during a given day or time period could be more than expected, which could require us to buy additional fuel at prices less favorable than the prices under our fuel contracts. As a result, actual events may lead to greater losses or costs than our risk management positions were intended to hedge.

Our risk management activities, including our power sales agreements with counterparties, rely on projections that depend heavily on judgments and assumptions by management of factors such as the creditworthiness of counterparties, future market prices and demand for power and other energy-related commodities. These factors become more difficult to predict and the calculations become less reliable the further into the future these estimates are made. Even when our policies and procedures are followed and decisions are made based on these estimates, results of operations may be adversely affected if the judgments and assumptions underlying those calculations prove to be inaccurate.

Nuclear Generation Involves Risks that Include Uncertainties Relating to Health and Safety, Additional Capital Costs, the Adequacy of Insurance Coverage and Nuclear Plant Decommissioning, Which Could Have a Material Adverse Effect on Our Business, Results of Operations and Financial Condition

We are subject to the risks of nuclear generation, including but not limited to the following:
the potential harmful effects on the environment and human health, including loss of life, resulting from unplanned radiological releases associated with the operation of our nuclear facilities and the storage, handling and disposal of radioactive materials;
limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with our nuclear operations, including any incidents of unplanned radiological release, or those of others in the United States;
uncertainties with respect to contingencies and assessments if insurance coverage is inadequate; and
uncertainties with respect to the technological and financial aspects of spent fuel storage and decommissioning nuclear plants, including but not limited to, waste disposal at the end of their licensed operation and increases in minimum funding requirements or costs of decommissioning.

The NRC has broad authority under federal law to impose licensing security and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines and/or shut down a unit, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated by the NRC could necessitate substantial capital expenditures at nuclear plants, including ours. Also, a serious nuclear incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or relicensing of any domestic nuclear unit. See "Potential NRC Regulation in Response to the Incident at Japan's Fukushima Daiichi Nuclear Plant Could Adversely Affect Our Business and Financial Condition" below and Note 15, Commitments, Guarantees and Contingencies - Environmental Matters of the Combined Notes to Consolidated Financial Statements. Any one of these risks relating to our nuclear generation could have a material adverse effect on our business, results of operations and financial condition.

The Outcome of Litigation, Arbitration, Mediation, and Similar Proceedings Involving Our Business, or That of One or More of Our Operating Subsidiaries, Including Certain Fuel and Fuel Transportation Contracts, is Unpredictable and an Adverse Decision in Any Material Proceeding Could Have a Material Adverse Effect on Our Financial PositionCondition and Results of Operations.Operations, and in the Case of Proceedings Related to a Certain Fuel Transportation Contract, an Adverse Decision Could Cause FES to Seek Bankruptcy Protection and Result in One or More Events of Default Under Various Agreements Related to the Indebtedness of FES


27




We are involved in a number of litigation, arbitration, mediation, and similar proceedings including, but not limited to, such proceedings relating to ourcertain fuel and fuel transportation contracts. These and other matters may divert financial and management resources that would otherwise be used to benefit our operations. NoFurther, no assurances can be given that the resultsresolution of these matters will be favorable to us. An adverse resolution of any of these materialIf certain matters could have a material adverse impact on our financial position andwere ultimately resolved unfavorably to us, the results of operations. operations and financial condition of both FirstEnergy and FES could be materially adversely impacted, and in the case of proceedings related to a certain coal transportation contract, such an unfavorable result could require FES to seek protection under U.S. bankruptcy laws, which in turn


would result in one or more events of default under various agreements related to the indebtedness of FES. In the event FES seeks such protection, it is expected FENOC will similarly seek protection under U.S. bankruptcy laws.
In addition, we are sometimes subject to investigations and inquiries by various state and federal regulators due to the heavily regulated nature of our industry. Any material inquiry or investigation could potentially result in an adverse ruling against us, which could have a material adverse impact on our financial positioncondition and operating results.

We Have a Significant Percentage of Coal-Fired Generation Capacity Which Exposes Us to Risk from Regulations Relating to Coal, GHGs and CCRs

Approximately 55%58% of FirstEnergy's generation fleet capacity is coal-fired.coal-fired, totaling 9,406 MWs, of which 6,313 MWs is within the CES segment. Historically, coal-fired generating plants have greater exposure to the costs of complying with federal, state and local environmental statutes, rules and regulations relating to air emissions, including GHGs, and CCR disposal, than other types of electric generation facilities. These legal requirements and any future initiatives could impose substantial additional costs and, in the case of GHG requirements, could raise uncertainty about the future viability of fossil fuels, particularly coal, as an energy source for new and existing electric generation facilities.facilities and could require our coal-fired generation plants to curtail generation or cease to generate. Failure to comply with any such existing or future legal requirements may also result in the assessment of fines and penalties. Significant resources also may be expended to defend against allegations of violations of any such requirements.

Capital Market Performance and Other Changes May Decrease the Value of Pension Fund Assets Decommissioning and Other Trust Funds, Which Then Could Require Significant Additional Funding

and Negatively Impact our Results of Operations and Financial Condition
Our financial statements reflect the values of the assets held in trust to satisfy our obligations to decommission our nuclear generationgenerating facilities and under pension and other postemployment benefit plans. Certain of the assets held in these trusts do not have readily determinable market values. Changes in the estimates and assumptions inherent in the value of these assets could affect the value of the trusts. If the value of the assets held by the trusts declines by a material amount, our funding obligation to the trusts could materially increase. These assets are subject to market fluctuations and will yield uncertain returns, which may fall below our projected return rates. Forecasting investment earnings and costs to decommission FirstEnergy's nuclear generating stations,facilities, to pay future pension and other obligations, requires significant judgment and actual results may differ significantly from current estimates. Capital market conditions that generate investment losses or that negatively impact the discount rate and increase the present value of liabilities may have significant impacts on the value of the decommissioning, pension decommissioning and other trust funds, which could require significant additional funding and negatively impact our results of operations and financial position.

We Could be Subject to Higher Costs and/or Penalties Related to Mandatory Reliability Standards Set by NERC/FERC or Changes in the Rules of Organized Markets

Owners, operators, and users of the bulk electric system are subject to mandatory reliability standards promulgated by NERC and approved by FERC. The standards are based on the functions that need to be performed to ensure that the bulk electric system operates reliably. NERC, RFC and FERC can be expected to continue to refine existing reliability standards as well as develop and adopt new reliability standards. Compliance with modified or new reliability standards may subject us to higher operating costs and/or increased capital expenditures. If we were found not to be in compliance with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties. FERC has authority to impose penalties up to and including $1 million per day for failure to comply with these mandatory electric reliability standards.

In addition to direct regulation by FERC, we are also subject to rules and terms of participation imposed and administered by various RTOs and ISOs. Although these entities are themselves ultimately regulated by FERC, they can impose rules, restrictions and terms of service that are quasi-regulatory in nature and can have a material adverse impact on our business. For example, the independent market monitors of ISOs and RTOs may impose bidding and scheduling rules to curb the perceived potential for exercise of market power and to ensure the market functionsmarkets function appropriately. Such actions may materially affect our ability to sell, and the price we receive for, our energy and capacity. In addition, PJM may direct our transmission-owning affiliates to build new transmission facilities to meet PJM's reliability requirements or to provide new or expanded transmission service under the PJM Tariff.
We incur fees and costs to participate in RTOs. Administrative costs imposed by RTOs, including the cost of administering energy markets, may increase. To the degree we incur significant additional fees and increased costs to participate in an RTO, and are limited with respect to recovery of such costs from retail customers, our results of operations and cash flows could be significantly impacted.
We may be allocated a portion of the cost of transmission facilities built by others due to changes in RTO transmission rate design. We may be required to expand our transmission system according to decisions made by an RTO rather than our own internal planning processes. Various proposals and proceedings before FERC may cause transmission rates to change from time to time. In addition, RTOs have been developing rules associated with the allocation and methodology of assigning costs associated with improved transmission reliability, reduced transmission congestion and firm transmission rights that may have a financial impact on us.


As a member of an RTO, we are subject to certain additional risks, including those associated with the allocation among members of losses caused by unreimbursed defaults of other participants in that RTO’s market and those associated with complaint cases filed against the RTO that may seek refunds of revenues previously earned by its members.
We Rely on Transmission and Distribution Assets That We Do Not Own or Control to Deliver Our Wholesale Electricity. If Transmission is Disrupted, Including Our Own Transmission, or Not Operated Efficiently, or if Capacity is Inadequate, Our Ability to Sell and Deliver Power May Be Hindered

Adversely Affected
We depend on transmission and distribution facilities owned and operated by utilities and other energy companies to deliver the electricity we sell. If transmission is disrupted (as a result of weather, natural disasters or other reasons) or not operated efficiently by ISOs and RTOs, in applicable markets, or if capacity is inadequate, our ability to sell and deliver products and satisfy our contractual obligations may be hindered,adversely affected, or we may be unable to sell products on the most favorable terms. In addition, in certain of the markets in which we operate, we may be required to pay for congestion costs if we schedule delivery of power between congestion zones during periods of high demand. If we are unable to hedge or recover such congestion costs in retail rates, our financial results could be adversely affected.


28




Demand for electricity within our Utilities’ service areas could stress available transmission capacity requiring alternative routing or curtailing electricity usage that may increase operating costs or reduce revenues with adverse impacts to our results of operations. In addition, as with all utilities, potential concerns over transmission capacity could result in PJM or FERC requiring us to upgrade or expand our transmission system, requiring additional capital expenditures that we may be unable to recover fully or at all.

FERC requires wholesale electric transmission services to be offered on an open-access, non-discriminatory basis. Although these regulations are designed to encourage competition in wholesale market transactions for electricity, it is possible that fair and equal access to transmission systems will not be available or that sufficient transmission capacity will not be available to transmit electricity as we desire. We cannot predict the timing of industry changes as a result of these initiatives or the adequacy of transmission facilities in specific markets or whether ISOs or RTOs in applicable markets will operate the transmission networks, and provide related services, efficiently.

Disruptions in Our Fuel Supplies or Changes in Our Fuel Needs Could Occur, Which Could Adversely Affect Our Ability to Operate Our Generation Facilities or Impact Financial Results

We purchase fuel from a number of suppliers. The lack of availability of fuel at expected prices, or a disruption in the delivery of fuel which exceeds the duration of our on-site fuel inventories, including disruptions as a result of weather, increased transportation costs or other difficulties, labor relations or environmental or other regulations affecting our fuel suppliers, could cause an adverse impact on our ability to operate our facilities, possibly resulting in lower sales and/or higher costs and thereby adversely affect our results of operations. Operation of our coal-fired generation facilities is highly dependent on our ability to procure coal. We have long-term contracts in place for a majority of our coal supply and transportation needs, some of which run through 2028 and certain of which relate to deactivated plants. We have asserted force majeure defenses for delivery shortfalls under certain agreements and are in discussions with the applicable counterparties. In one coal supply agreement, FirstEnergy, through a subsidiary, has also asserted termination rights effective in 2015 and is in litigation with the counterparty. We can provide no assurance that these discussions will be favorably resolved with respect to certain unresolved aspects of the agreements or that the litigation will be favorably resolved. If we fail to reach a resolution with the applicable counterparties and if it were ultimately determined that, contrary to our belief, the force majeure provision or other defenses, do not excuse or otherwise mitigate the delivery shortfalls, or if the litigation were resolved unfavorably, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted. In addition, we may from time to time enter into new contracts, or renegotiate certain of these contracts, but can provide no assurance that such contracts will be negotiated or renegotiated, as the case may be, on satisfactory terms, or at all. In addition, if prices for physical delivery are unfavorable, our financial condition, results of operations and cash flows could be materially adversely affected.

Temperature Variations as well as Weather Conditions or other Natural Disasters Could Have a Negativean Adverse Impact on Our Results of Operations and Financial Condition and Demand Significantly Below or Above Our Forecasts Could Adversely Affect Our Energy Margins

and Have an Adverse Effect on our Financial Condition and Results of Operations
Weather conditions directly influence the demand for electric power. Demand for power generally peaks during the summer and winter months, with market prices also typically peaking at that time. Overall operating results may fluctuate based on weather conditions. In addition, we have historically sold less power, and consequently received less revenue, when weather conditions are milder. Severe weather, such as tornadoes, hurricanes, ice or snowstorms, or droughts or other natural disasters, may cause outages and property damage that may require us to incur additional costs that are generally not insured and that may not be recoverable from customers. The effect of the failure of our facilities to operate as planned under these conditions would be particularly burdensome during a peak demand period and could have an adverse effect on our financial condition and results of operations.

Customer demand could change as a result of severe weather conditions or other circumstances over which we have no control. We satisfy our electricity supply obligations through a portfolio approach of providing electricity from our generation assets, contractual relationships and market purchases. A significant increase in demand could adversely affect our energy margins if we are required to provide the energy supply to fulfill this increased demand at fixed rates, which we expect would remain below the wholesale prices at which we would have to purchase the additional supply if needed or, if we had available capacity, the prices at which we could otherwise sell the additional supply. A significant decrease in demand, resulting from factors including but not limited to increased customer shopping, more stringent energy efficiency mandates and increased DR initiatives could cause a decrease in the market price of power. Accordingly, any significant change in demand could have a material adverse effect on our results of operations and financial position.

We Are Subject to Financial Performance Risks Related to Regional and General Economic Cycles and also Related to Heavy Manufacturing Industries such as Shale Gas, Automotive and Steel

Our business follows economic cycles. Economic conditions impact the demand for electricity and declines in the demand for electricity will reduce our revenues. The regional economy in which our Utilities operate is influenced by conditions in industries in our business territories, e.g. shale gas, automotive, chemical, steel and other heavy industries, and as these conditions change, our revenues will be impacted. Additionally, the primary market areas of our CES segment overlap, to a large degree, with our Utilities' territories and hence its revenues are substantially impacted by the same economic conditions.

We May Recognize Impairments of Recorded Goodwill or of Some of Our Long-Lived Assets, Which Would Result in Write-Offs of the Impaired Amounts and Could Have an Adverse Effect on Our Results of Operations

29





We had approximately $6.4 billion of recorded goodwill on our consolidated balance sheetconditions, such as of December 31, 2014, of which $800 million is attributable to our CES segment. Recorded goodwill is tested for impairment annually or whenever events or changes in circumstances indicate impairment may have occurred. Key assumptions incorporated in the estimated cash flows used for the impairment analysis requiring significant management judgment include: discount rates, growth rates, future energy and capacity pricing, projected operating income, changes in working capital, projected capital expenditures, projected funding of pension plans, expected results of future rate proceedings, the impact of pending carbon and other environmental legislation and terminal multiples. Although the annual goodwill impairment test in 2014 resulted in a conclusion that goodwill is not impaired, the fair value of the CES reporting unit exceeded its carrying value by approximately 10%, impacted by near term weak economic conditions and low energy and capacity prices. We are unable to predict whether future impairment charges to goodwill may be necessary. In addition, we also review our long-lived assets for impairment when circumstances indicate the carrying value of these assets may not be recoverable. We are unable to predict whether impairment charges on one or more of our long-lived assets may occur in the future. The actual timing and amounts of any impairments to recorded goodwill or any long-lived assets in the future would depend on many factors, including interest rates, sector market performance, our capital structure, natural gas or other commodity prices, market prices for power, results of future rate proceedings, operating and capital expenditure requirements, the value of comparable acquisitions, environmental regulations and other factors. A determination that recorded goodwill or any long-lived assets are deemed to be impaired would result in a non-cash charge that could materially adversely affect our results of operations and total capitalization.industrial demand.


We Face Certain Human Resource Risks Associated with Potential Labor Disruptions and/or With the Availability of Trained and Qualified Labor to Meet Our Future Staffing Requirements

We mustare continually challenged to find ways to balance the retention of our aging skilled workforce while recruiting new talent to mitigate losses in critical knowledge and skills due to retirements. Further,Additionally, a significant number of our physical workforce are represented by unions and whileunions. While we believe that our relations with our employees are generally fair, we cannot provide assurances that the company will be completely free of labor disruptions such as work stoppages, work slowdowns, union organizing campaigns, strikes, lockouts or that any labor disruption will be favorably resolved. Mitigating these risks could require additional financial commitments and the failure to prevent labor disruptions and retain and/or attract trained and qualified labor could have an adverse effect on our business.

Significant Increases in Our Operation and Maintenance Expenses, Including Our Health Care and Pension Costs, Could Adversely Affect Our Future Earnings and Liquidity

We continually focus on limiting, and reducing where possible, our operation and maintenance expenses. WeHowever, we expect to continue to face increased cost pressures related to operation and maintenance expenses, including in the areas of health care and pension costs. We have experienced significant health care cost inflation in recent years, and we expect our cash outlay for health care costs, including prescription drug coverage, to continue to increase despite measures that we have taken and expect to take requiring employees and retirees to bear a higher portion of the costs of their health care benefits. The measurement of our expected future health care and pension obligations and costs is highly dependent on a variety of assumptions, many of which relate to factors beyond our control. These assumptions include investment returns, interest rates, discount rates, health care cost trends, benefit design changes, salary increases, the demographics of plan participants and regulatory requirements. IfWhile we anticipate that our operation and maintenance expenses will continue to increase, if actual results differ materially from our assumptions, our costs could be significantly increased.

higher than expected which could adversely affect our future earnings and liquidity.
Our Results May be Adversely Affected by the Volatility in Pension and OPEB Expenses.

Expenses
FirstEnergy recognizes in income the change in the fair value of plan assets and net actuarial gains and losses for its defined Pension and OPEB plans. This adjustment is recognized in the fourth quarter of each year and whenever a plan is determined to qualify for a remeasurement, which could result in greater volatility in pension and OPEB expenses and may materially impact our results of operations.

FirstEnergy recognizes as a pension and OPEB mark-to-market adjustment the change in the fair value of plan assets and net actuarial gains or losses for its pension and OPEB plans in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement.
Cyber-Attacks, Data Security Breaches, Including Cybersecurity Breaches and Other Disruptions to Our Information Technology Systems Could Compromise Our Business Operations, and Critical and Proprietary Information and Expose Us to Liability,Employee and Customer Data, Which Could Adversely Affect ourHave a Material Adverse Effect on Our Business, Financial Condition and Reputation

In the ordinary course of our business, we store sensitive data, intellectual property and proprietary information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers anddepend on our networks. Additionally, we use and are dependent upon information technology systems that utilize sophisticated operational systems and network infrastructure to run all facets of our generation, transmission and distribution services. Additionally, we store sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks. The secure maintenance of information and information technology systems is critical to our operations.
Over the last several years, there has been an increase in the frequency of cyber-attacks by terrorists, hackers, international activist organizations, countries and individuals. These and other unauthorized parties may attempt to gain access to our network systems or facilities, or those of third parties with whom we do business in many ways, including directly through our network infrastructure or through fraud, trickery, or other forms of deceiving our employees, contractors and temporary staff. Additionally, our information and information technology systems may be increasingly vulnerable to data security breaches, damage and/or interruption due to viruses, human error, malfeasance, faulty password management or other malfunctions and disruptions. Further, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information and/or security.
Despite security measures and safeguards we have employed, including certain measures implemented pursuant to mandatory NERC Critical Infrastructure Protection standards, our infrastructure may be increasingly vulnerable to such attacks by hackers or terrorists as a result of the rise in the sophisticationrapidly evolving and volume of cyber attacks. Also,increasingly sophisticated means by which attempts to defeat our informationsecurity measures and gain access to our information technology systems may be breachedmade. Also, we may be at an increased risk of a cyber-attack and/or data security breach due to viruses, human error, malfeasance or other malfunctions and disruptions. the nature of our business.
Any such attack cyber-attack, data security breach, damage, interruption and/or breachdefect could: (i) compromisedisable our generation, transmission and(including our interconnected regional transmission grid) and/or distribution services for a significant period of time; (ii) delay development and construction of new facilities or capital improvement projects; (ii)(iii) adversely affect our customer operations; (iii) (iv)


corrupt data; and/or (iv)(v) result in unauthorized access to the information stored in our data centers and on our networks, including, company proprietary information, supplier information, employee data, and personal customer data, causing the information to be publicly disclosed, lost or stolen or result

30




in incidents that could result in economic loss and liability and harmful effects on the environment and human health, including loss of life. AnyAdditionally, because our generation, transmission and distribution services are part of an interconnected system, disruption caused by a cybersecurity incident at another utility, electric generator, RTO, or commodity supplier could also adversely affect our operations.
Although we maintain cyber insurance and property and casualty insurance, there can be no assurance that liabilities or losses we may incur will be covered under such attack,policies or that the amount of insurance will be adequate. Further, as cyber threats become more difficult to detect and successfully defend against, there can be no assurance that we can implement adequate preventive measures, accurately assess the likelihood of a cyber-incident or quantify potential liabilities or losses. Also, we may not discover any data security breach access, disclosure or otherand loss of information for a significant period of time after the data security breach occurs. For all of these reasons, any such cyber incident could result in significant lost revenue, the inability to conduct critical business functions and serve customers for a significant period of time, the use of significant management resources, legal claims or proceedings, regulatory penalties, increased regulation, increased capital costs, increased protection costs for enhanced cyber security systems or personnel, damage to our reputation and/or the rendering of our disclosureinternal controls and procedures ineffective, all of which could materially adversely affect our business and financial condition.

Physical Acts of War, Terrorism or Other Attacks on any of Our Facilities or Other Infrastructure Could Have an Adverse Effect on Our Business, Results of Operations and Financial Condition
As a result of the continued threat of physical acts of war, terrorism, or other attacks in the United States, our electric generation, fuel storage, transmission and distribution facilities and other infrastructure, including nuclear and other power plants, transformer and high voltage lines and substations, or the facilities or other infrastructure of an interconnected company, could be direct targets of, or indirect casualties of, an act of war, terrorism, or a cyber or other attack, which could result in disruption of our ability to generate, purchase, transmit or distribute electricity for a significant period of time, otherwise disrupt our customer operations and/or result in incidents that could result in harmful effects on the environment and human health, including loss of life. Any such disruption or incident could result in a significant decrease in revenue, significant additional capital and operating costs, including additional costs to implement additional security systems or personnel to purchase electricity and to replace or repair our assets over and above any available insurance reimbursement, higher insurance deductibles, higher premiums and more restrictive insurance policies, legal claims or proceedings, greater regulation with higher attendant costs, generally, and significant damage to our reputation, which could have ana material adverse effect on our business, results of operations and financial condition.

Capital Improvements and Construction Projects May Not be Completed Within Forecasted Budget, Schedule or Scope Parameters or Could be Canceled Which Could Adversely Affect Our Business and Results of Operations

Our business plan calls for execution of extensive capital investments in electric generation, transmission and distribution, including but not limited to our Energizing the Future transmission expansion program.program, which has been extended to include $4.0 to $4.8 billion in investments from 2018 through 2021. We may be exposed to the risk of substantial price increases in, or the adequacy or availability of, the costs of labor and materials used in construction, nonperformance of equipment and increased costs due to delays, including delays relating to the procurement of permits or approvals, adverse weather or environmental matters. We engage numerous contractors and enter into a large number of construction agreements to acquire the necessary materials and/or obtain the required construction-related services. As a result, we are also exposed to the risk that these contractors and other counterparties could breach their obligations to us. Such risk could include our contractors’ inabilities to procure sufficient skilled labor as well as potential work stoppages by that labor force. Should the counterparties to these arrangements fail to perform, we may be forced to enter into alternative arrangements at then-current market prices that may exceed our contractual prices, with resulting delays in those and other projects. Although our agreements are designed to mitigate the consequences of a potential default by the counterparty, our actual exposure may be greater than these mitigation provisions. Also, because we enter into construction agreements for the necessary materials and to obtain the required construction related services, any cancellation by FirstEnergy of a construction agreement could result in significant termination payments or penalties. Any delays, increased costs or losses or cancellation of a construction project could adversely affect our business and results of operations, particularly if we are not permitted to recover any such costs in rates.

Changes in Technology and Regulatory Policies May Make Our Facilities Significantly Less Competitive and Adversely Affect Our Generation Business by Making Our Generating Facilities Less Competitive

Results of Operations
We primarily generate electricity at large central station generation facilities. This method results in economies of scale and lower unit costs than newer generation technologies such as fuel cells, microturbines, windmills and photovoltaic solar cells. It is possible that advances in newer generation technologies will reduce costs of new technology and/make newer generation technologies more cost-effective, or that changes in regulatory policy will create benefits that otherwise make these newnewer generation technologies even more competitive with central station electricity production. SuchIncreased competition, whether from such advances in technologies and/or from changes in regulatory policy, could result in permanent reductions in our historical load, adversely impact scheduling of generation, and decrease sales and revenues from our existing generation assets, and thiswhich could have a material adverse effect on our results of operations. To


Further, to the extent that newnewer generation technologies are connected directly to load, bypassing the transmission and distribution systems, potential impacts could include decreased transmission and distribution revenues, stranded assets and increased uncertainty in load forecasting and integrated resource planning.

We May Acquire Assets That Could Present Unanticipated Issues for Our Business in the Future, Which Could Adversely Affect Our Ability to Realize Anticipated Benefits of Those Acquisitions

Asset acquisitions involve a number of risksplanning and challenges, including: management attention; integration with existing assets; difficulty in evaluating the requirements associated with the assets prior to acquisition, operating costs, potential environmental and other liabilities, and other factors beyond our control; and an increase in our expenses and working capital requirements. Any of these factors could adversely affect our ability to achieve anticipated levels of cash flows or realize other anticipated benefits from any such asset acquisition.


31




Certain FirstEnergy Companies May Not be Able to Meet Their Obligations to or on behalf of Other FirstEnergy Companies or their Affiliates

Certain of the FirstEnergy companies have obligations to other FirstEnergy companies because of transactions involving energy, coal, other commodities, servicesbusiness and hedging transactions. If one FirstEnergy entity failed to perform under any of these arrangements, other FirstEnergy entities could incur losses. Their results of operations, financial position, or liquidity could be adversely affected, resulting in the nondefaulting FirstEnergy entity being unable to meet its obligations to unrelated third parties. Our hedging activities are generally undertaken with a view to overall FirstEnergy exposures. Some FirstEnergy companies may therefore be more or less hedged than if they were to engage in such transactions alone. Certain FirstEnergy companies also provide guarantees to third party creditors on behalf of other FirstEnergy affiliate companies under transactions of the type described above or under financing transactions. Any failure to perform under such a guarantee by such FirstEnergy guarantor company or under the underlying transaction by the FirstEnergy company on whose behalf the guarantee was issued could have similar adverse impacts on one or both FirstEnergy companies or their affiliates.

operations.
Certain FirstEnergy Companies Have Guaranteed the Performance of Third Parties, Which May Result in Substantial Costs inor the EventIncurrence of Non-PerformanceAdditional Debt
Certain FirstEnergy companies have issued certain guarantees of the performance of others, which obligates such FirstEnergy companies to perform in the event that the third parties do not perform. For instance, FE is a guarantor under a syndicated three-year senior secured term loan facility, due October 18, 2015, under which Global Holding borrowed $350 million in connection with the repayment of a prior term loan facility under which Signal Peak and Global Rail were borrowers.Holding's outstanding principal balance is $275 million. In the event of non-performance by the third parties, FirstEnergy could incur substantial cost to fulfill thethis obligation and other obligations under such guarantees. Such performance guarantees could have a material adverse impact on our financial position and operating results.

Additionally, with respect to FEV's investment in Global Holding, it could require additional capital from its owners, including FEV, to fund operations and meet its obligations under its term loan facility. These capital requirements could be significant and if other partners do not fund the additional capital, resulting in FEV increasing its equity ownership and obtaining the ability to direct the significant activities of Global Holding, FEV may be required to consolidate Global Holding, increasing FirstEnergy's long-term debt by $275 million.
Energy Companies are Subject to Adverse Publicity Which Make Them Vulnerable to NegativeCausing Less Favorable Regulatory and Legislative Outcomes

Which Could have an Adverse Impact on Our Business
Energy companies, including FirstEnergy's utility subsidiaries, have been the subject of criticism focused on matters including the reliability of their distribution services and the speed with which they are able to respond to power outages, such as those caused by storm damage. Adverse publicity of this nature, or adverseas well as negative publicity associated with ourthe operation or bankruptcy of nuclear and/or coal-fired facilities or proceedings seeking regulatory recoveries may cause less favorable legislative and regulatory outcomes and damage our reputation, which could have an adverse impact on our business.

Risks Associated With Regulation

ToAny Subsequent Modifications to, Denial of, or Delay in the Extent Our Policies to Control Costs Designed to Mitigate Low Energy, CapacityEffectiveness of the PUCO’s Approval of the DMR Could Impose Significant Risks on FirstEnergy’s Operations and Market Prices are Unsuccessful, We Could Experience a NegativeMaterially and Adversely Impact on Ourthe Credit Ratings, Results of Operations and Financial Condition of FirstEnergy

The May 2013 PJM RPM auctionOn October 12, 2016, the PUCO denied the Ohio Companies’ modified Rider RRS and, in accordance with the PUCO Staff’s recommendation, approved a new DMR providing for the 2016/2017 Delivery Year capacity produced pricescollection of $204 million annually (grossed up for income taxes) for three years with a possible extension for an additional two years. Various parties have appealed the PUCO’s denial of subsequent applications for rehearing to the Ohio Supreme Court. Any subsequent modification to, denial of, or delay in the region served byeffectiveness of, the PUCO’s order approving the DMR could impose risks on our competitive generation segment that were lower than expected,operations and materially and adversely impact the May 2014 PJM RPM auction for the 2017/2018 Delivery Year capacity reflected some, but still less than expected, improvement. These results may be a broader indication of an underlying supply/demand imbalance that continues to affect power producers in this region, adding pressure on already depressed energy prices and potentially pushing any significant power price recovery further into the future than we, or the industry at large, previously expected. Since 2012, as part of our ongoing comprehensive review of competitive operations related to, among other things, plant economics, we have deactivated more than 5,000 MW of competitive generation. To the extent our policies designed to control our costs, or other facets of our financial plan, are unsuccessful, we could experience a negative impact on ourcredit ratings, results of operations and financial condition. To address problems in the capacity market, PJM in December 2014 proposed significant market reforms, including its Capacity Performance proposal. To the extent PJM’s Capacity Performance proposal does not work as intended, or to the extent that the proposed changes to the PJM Tariff are not accepted, energy and capacity market prices may remain volatile and low.

condition of FirstEnergy.
Complex and Changing Government Regulations, Including Those Associated With Rates and Pending Rate Cases and Restrictions and Prohibitions on Certain Business Dealings Could Have a Negative Impact on Our Business, Financial Condition, Results of Operations

and Cash Flows
We are subject to comprehensive regulation by various federal, state and local regulatory agencies that significantly influence our operating environment. Changes in, or reinterpretations of, existing laws or regulations, or the imposition of new laws or regulations, could require us to incur additional costs or change the way we conduct our business, and therefore could have ana material adverse impact on our results of operations.

Our transmission and operating utility subsidiaries currently provide service at rates approved by one or more regulatory commissions. Thus, the rates a utility is allowed to charge may be decreased as a result of actions taken by FERC or by one or more of thea state regulatory commissionscommission in which our utility subsidiariesthe Utilities operate. Also, these rates may not be set to recover such utility's expenses at any given time. Additionally, there may also be a delay between the timing of when costs are incurred and when costs are recovered. For example, we may be unable to timely recover the costs for our energy efficiency investments or expenses and additional capital or lost revenues resulting from the implementation of aggressive energy efficiency programs. While rate regulation is premised on providing an opportunity to earn a reasonable return on invested capital and recovery of operating expenses, there can be no assurance that the applicable regulatory commission will determine that all of our costs have been prudently incurred or that the regulatory process in which rates are determined will always result in rates that will produce full

32




recovery of our costs in a timely manner. Further, there can be no assurance that we will retain the expected recovery in future rate cases.

In addition, as a U.S. corporation, we are subject to U.S. laws, Executive Orders, and regulations administered and enforced by the U.S. Department of Treasury and the Department of Justice restricting or prohibiting business dealings in or with certain nations and with certain specially designated nationals (individuals and legal entities). If any of our existing or future operations or


investments, including our joint venture investment in Signal Peak or our continued procurement of uranium from existing suppliers, are subsequently determined to involve such prohibited parties we could be in violation of certain covenants in our financing documents and unless we cease or modify such dealings, we could also be in violation of such U.S. laws, Executive Orders and sanctions regulations, each of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

State Rate Regulation May Delay or Deny Full Recovery of Costs and Impose Risks on Our Operations. Any Denial of or Delay in, Cost Recovery Could Have an Adverse Effect on Our Business, Results of Operations, Cash Flows and Financial Condition.

Condition
Each of the Utilities' retail rates isare set by its respective regulatory agency for utilities in the state in which it operates - in Maryland by the MDPSC, in Ohio by the PUCO, in New Jersey by the NJBPU, in Pennsylvania by the PPUC, in West Virginia by the WVPSC and in New York by the NYPSC - through traditional, cost-based regulated utility ratemaking. As a result, any of the Utilities may not be permitted to recover its costs and, even if it is able to do so, there may be a significant delay between the time it incurs such costs and the time it is allowed to recover them. Factors that may affect outcomes in the distribution rate cases include: (i) the value of plant in service; (ii) authorized rate of return; (iii) capital structure (including hypothetical capital structures); (iv) depreciation rates; (v) the allocation of shared costs, including consolidated deferred income taxes and income taxes payable across the FirstEnergy utilities; (vi) regulatory approval of rate recovery mechanisms for capital spending programs (including for example accelerated deployment of smart meters); and (vii) the accuracy of forecasts used for ratemaking purposes in "future test year" cases.
FirstEnergy can provide no assurance that any base rate request filed by any of the Utilities including the pending rate cases in New Jersey and Pennsylvania, and the pending ESP IV in Ohio discussed below will be granted in whole or in part. Any denial of, or delay in, any base rate request could restrict the applicable Utility from fully recovering its costs of service, may impose risks on its operations, and may negatively impact its results of operations, cash flows and financial condition. In addition, to the extent that any of the Utilities seeks rate increases after an extended period of frozen or capped rates, pressure may be exerted on the applicable legislators and regulators to take steps to control rate increases, including through some form of rate increase moderation, reduction or freeze. Any related public discourse and debate can increase uncertainty associated with the regulatory process, the level of rates and revenues that are ultimately obtained, and the ability of the Utility to recover costs. Such uncertainty may restrict operational flexibility and resources, and reduce liquidity and increase financing costs.

Any Denial of, or Delay in, Cost Recovery Resulting from JCP&L's Pending Base Rate Case or in Association with the Generic Storm Proceeding Before the NJBPU May Impose Risks on our Operations and May Negatively Impact our Credit Rating, Results of Operations and Financial Condition

Our distribution rates in New Jersey are set by the NJBPU through traditional, cost-based regulated utility ratemaking. As a result, JCP&L may not be able to recover all of its increased, unexpected or necessary costs and, even if it is able to do so, there may be a significant delay between the time it incurs such costs and the time it is allowed to recover them.

We can provide no assurance that JCP&L's request to increase rates in its pending base rate case, or any future proceeding, will be granted in whole or in part, or when it will receive a decision on such requests from the NJBPU. Any denial of, or delay in, its request to increase rates in the pending base rate case or any continued delay in its request to recover costs associated with Hurricane Sandy and other 2011 or 2012 major storms could negatively impact our results of operations and financial condition. Any denial of, or delay in, the request to increase rates embodied in an Order from the NJBPU resulting from the base rate case could restrict it from fully recovering its costs of service, may impose risks on our operations, and may negatively impact our results of operations and financial condition. Also, the uncertainty regarding JCP&L's pending rate case and generic storm proceedings have already led to adverse credit rating agency action, and could lead to further adverse rating agency actions in the future.

Any Denial of, or Delay in, Cost Recovery Resulting from OE’s, CEI’s and TE’s Pending ESP IV Before the PUCO May Impose Risks on our Operations and May Negatively Impact our Credit Rating, Results of Operations and Financial Condition

ESPs may be filed in Ohio as a means to establish the mechanism by which generation rates are set and may also include other provisions related to distribution and transmission service, all of which is subject to the approval of the PUCO. As a result, OE, CEI, and TE may not be authorized to implement all of the rates, riders, and mechanisms for which they are seeking approval, or there may be a delay in such authorization. OE, CEI, and TE filed their proposed ESP IV entitled Powering Ohio's Progress on August 4, 2014, which included proposals to continue their Rider DCR mechanism, base distribution rate freeze, competitive bidding process for non-shopping load, and to undertake and implement an Economic Stability Program provision, which includes a 15-year purchase power agreement with FES for the output of Sammis, Davis-Besse and FES' share of OVEC, designed to provide customers retail rate stability against market prices over a longer term.


33




There can be no assurance that OE’s, CEI’s, and TE’s request for approval of the ESP IV: Powering Ohio's Progress will be granted in whole or in part. OE, CEI, and TE expect to receive a decision on their ESP IV in the second quarter of 2015. Any denial of, or delay in, the approval of the ESP IV could negatively impact the results of operations and financial conditions of FE and FES.

Any Denial of, or Delay in, Cost Recovery Resulting from the Pennsylvania Companies' Pending Rate Cases Before the PPUC, May Impose Risks on our Operations and May Negatively Impact our Credit Rating, Results of Operations and Financial Condition

Our distribution rates in Pennsylvania are set by the PPUC through traditional, cost-based regulated utility ratemaking. As a result, the Pennsylvania Companies may not be able to recover all of their increased, unexpected or necessary costs and, even if they are able to do so, there may be a significant delay between the time they incur such costs and the time they are allowed to recover them.

There can be no assurance that the Pennsylvania Companies’ Joint Petitions for Settlement, which settled all but one issue in the rate proceedings, will be approved by PPUC. Any denial of, or delay in, their request to increase rates in the pending base rate cases or to recover their costs could negatively impact the results of operations and financial condition of FE.

Federal Rate Regulation May Delay or Deny Full Recovery of Costs and Impose Risks on Our Operations. Any Denial or Reduction of, or Delay in Cost Recovery Could Have an Adverse Effect on Our Business, Results of Operations, Cash Flows and Financial Condition.

Condition
FERC policy currently permits recovery of prudently-incurred costs associated with wholesale power rates and the expansion and updating of transmission infrastructure within its jurisdiction. If FERC were to adopt a different policy regarding recovery of transmission costs or if transmission needs do not continue or develop as projected, or if there is any resulting delay in cost recovery, our strategy of investing in transmission could be affected. If FERC were to lower the rate of return it has authorized for FirstEnergy's cost-based wholesale power rates or transmission investments and facilities, it could reduce future net incomeearnings and cash flows, and impact our financial condition.

On October 31, 2014, ATSI filed a proposal with FERC to change the structure of its formula rate. The proposed change requested to move from an "historical looking" approach, where transmission rates reflect actual costs for the prior year, to a "forward looking" approach, where transmission rates would be based on the estimated costs for the coming year, with an annual true up. FERC accepted the formula rate proposal effective January 1, 2015, but also set the rate for hearing and settlement proceedings subject to refund. Settlement discussions under a FERC-appointed settlement judgeThere are ongoing. FERC also initiated an inquiry into ATSI's ROE and certain othermultiple matters also subject to refund. A procedural schedule for the ROE hearing has not yet been established.pending before FERC. There can be no assurance as to the outcome of these proceedings or the impact on ATSI's recovery mechanism and an adverse result could have an adverse impact on ourFirstEnergy’s results of operations and business conditions.

Regulatory Changes in the Electric Industry Could Affect Our Competitive Position and Result in Unrecoverable Costs Adversely Affecting Our Business and Results of Operations

As a result of regulatory initiatives, changes in the electric utility business have occurred, and are continuing to take place throughout the United States, including the states in which we do business. These changes have resulted, and are expected to continue to result, in fundamental alterations in the way utilities and competitive energy providers conduct their business. FERC and the U.S. Congress propose changes from time to time in the structure and conduct of the electric utility industry.

If any regulatory efforts result in decreased margins or unrecoverable costs, our business and results of operations would be adversely affected. We cannot predict the extent or timing of further regulatory efforts to modify our business or the industry.

The Business Operations of Our Regulated Transmission Segment and Certain Activities of Our CES SegmentSubsidiaries That Sell Wholesale Power Are Subject to Regulation by FERC and Could be Adversely Affected by Such Regulation

FERC granted the Utilities and certain FirstEnergy generating subsidiaries authority to sell electric energy, capacity and ancillary services at market-based rates. These orders also granted waivers of certain FERC accounting, record-keeping and reporting requirements, as well as, for certain of these subsidiaries, waivers of the requirements to obtain FERC approval for issuances of securities. FERC’s orders that grant this market-based rate authority reserve with FERC the right to revoke or revise that authority if FERC subsequently determines that these companies can exercise market power in transmission or generation, or create barriers to entry, or have engaged in prohibited affiliate transactions. In the event that one or more of FirstEnergy's market-based rate authorizations were to be revoked or adversely revised, the affected FirstEnergy subsidiary(ies)subsidiaries may be subject to sanctions and penalties, and would be required to file with FERC for authorization of individual wholesale sales transactions, which could involve costly and possibly lengthy regulatory proceedings. In addition, such subsidiary(ies) would no longer enjoyproceedings and the loss of flexibility afforded by the waivers associated with the current market-based rate authorizations.

There Are Uncertainties Relating to Our Participation in RTOs

RTO rules could affect our ability to sell energy and capacity produced by our generating facilities to users in certain markets. The rules governing the various regional power markets may change from time to time, which could affect our costs or revenues. In some cases these changes are contrary to our interests and adverse to our financial returns. The prices in day-ahead and real-time energy markets and RTO capacity markets have been volatile and RTO rules may contribute to this volatility.

34





All of our generating assets currently participate in PJM, which conducts RPM auctions for capacity on an annual planning year basis. The prices our generating companies can charge for their capacity are determined by the results of the PJM auctions, which are impacted by the supply and demand of capacity resources and load within PJM and also may be impacted by transmission system constraints and PJM rules relating to bidding for DR, energy efficiency resources, and imports, among others. Auction prices could fluctuate substantially over relatively short periods of time. To the extent PJM's December 2014 Capacity Performance proposal does not work as intended or proposed changes to the PJM Tariff are not accepted, energy and capacity market prices may remain volatile and low. We cannot predict the outcome of future auctions, but if the auction prices are sustained at low levels, our results of operations, financial condition and cash flows could be adversely impacted.

We incur fees and costs to participate in RTOs. Administrative costs imposed by RTOs, including the cost of administering energy markets, may increase. To the degree we incur significant additional fees and increased costs to participate in an RTO, and are limited with respect to recovery of such costs from retail customers, our results of operations and cash flows could be significantly impacted.

We may be allocated a portion of the cost of transmission facilities built by others due to changes in RTO transmission rate design. We may be required to expand our transmission system according to decisions made by an RTO rather than our own internal planning processes. Various proposals and proceedings before FERC may cause transmission rates to change from time to time. In addition, RTOs have been developing rules associated with the allocation and methodology of assigning costs associated with improved transmission reliability, reduced transmission congestion and firm transmission rights that may have a financial impact on us.

As a member of an RTO, we are subject to certain additional risks, including those associated with the allocation among members of losses caused by unreimbursed defaults of other participants in that RTO’s market and those associated with complaint cases filed against the RTO that may seek refunds of revenues previously earned by its members.

Energy Efficiency and Peak Demand Reduction Mandates and Energy Price Increases Could Negatively Impact Our Financial Results

A number of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. ConservationSuch conservation programs could result in load reduction and adversely impact our financial results in different ways. To the extent conservation resultedresults in reduced energy demand or significantly slowedslows the growth in demand, the value of our competitive


generation and other unregulated business activities could be adversely impacted. We currently have energy efficiency riders in place to recover the cost of these programs either at or near a current recovery time frame in the states where we operate. In New Jersey, we recover the costs for energy efficiency programs through the SBC.
Currently, only our Ohio Companies recover lost distribution revenues.revenues that result between distribution rate cases. In our regulated operations, conservation could negatively impact us depending on the regulatory treatment of the associated impacts. Should we be required to invest in conservation measures that result in reduced sales from effective conservation, regulatory lag in adjusting rates for the impact of these measures could have a negative financial impact. We have already been adversely impacted by reduced electric usage due in part to energy conservation efforts such as the use of efficient lighting products such as CFLs, halogens and LEDs. We could also be adversely impacted if any future energy price increases result in a decrease in customer usage. Our results could be adversely affected if we are unable to increase our customer’s participation in our energy efficiency programs. We are unable to determine what impact, if any, conservation and increases in energy prices will have on our financial condition or results of operations.

Our Business and Activities are SubjectAdditionally, failure to Extensive Environmental Requirements and Could be Adversely Affected by such Requirements

As a result of a comprehensive review of FirstEnergy's coal-fired generating facilities in light of the MATS and other expanded environmentalmeet regulatory or legislative requirements we deactivated twenty-one (21) older coal-fired generating units in 2012 and 2013, and as previously announced, we intend to deactivate five (5) additional older coal-fired generating units in 2015. We may be forced to shut down other facilitiesreduce energy consumption or change their operating status, either temporarily or permanently, if we are unable to comply with these or other existing or new environmental requirements, or if we make a determination that the expenditures required to comply with such requirements are uneconomical.

The EPA is Conducting NSR Investigations at a Number of Generating Plants that We Currently or Formerly Owned, the Results of Which Could Negatively Impact Our Results of Operations and Financial Condition

We may be subject to risks in connection with changing or conflicting interpretations of existing laws and regulations, including, for example, the applicability of EPA's NSR programs. Under the CAA, modification of our generation facilities in a manner that results in increased emissions could subject our existing generation facilities to the far more stringent new source standards applicable to new generation facilities.

The EPA has taken the view that many companies, including manyotherwise increase energy producers, have been modifying emissions sources in violation of NSR standards in connection with work considered by the companies to be routine maintenance. EPA has investigated alleged violations of the NSR standards at certain of our existing and former generating facilities. We intend to vigorously pursue and defend our position but we are unable to predict their outcomes. If NSR and similar requirements are imposed on our generation

35




facilities, in addition to the possible imposition of fines, compliance could entail significant capital investments in pollution control technology, which could have an adverse impact on our business, results of operations, cash flows and financial condition. For a more complete discussion see Note 15, Commitments, Guarantees and Contingencies - Environmental Matters of the Combined Notes to Consolidated Financial Statements.

Costs of Compliance with Environmental Laws are Significant, and the Cost of Compliance with Future Environmental Laws, Including Limitations on GHGEmissions, Could Adversely Affect Cash Flow and Profitability

Our operations are subject to extensive federal, state and local environmental statutes, rules and regulations. Compliance with these legal requirements requires us to incur costs for, among other things, installation and operation of pollution control equipment, emissions monitoring and fees, remediation and permitting at our facilities. These expenditures have been significant in the past and may increase in the future. On December 21, 2011, the EPA finalized the MATS to establish emission standards for, among other things, mercury, PM and HCL, for electric generating units. The costs associated with MATS compliance, and other environmental laws, is substantial. MATS is also being challenged by numerous entities before the U.S. Supreme Court. Depending on the outcome of these legal proceedings and how MATS and other EPA regulations are ultimately implemented, MP's, FG's and AE Supply's future cost of compliance may be substantial and changes to FirstEnergy's operations may result.

Moreover, new environmental laws or regulations including, but not limited to EPA proposed GHG emission and water discharge regulations, or changes to existing environmental laws or regulations may materially increase our costs of compliance or accelerate the timing of capital expenditures. Because of the deregulation of certain of our generation facilities, we may not directly recover through rates additional costs incurred for such compliance. Our compliance strategy, including but not limited to, our assumptions regarding estimated compliance costs, although reasonably based on available information, may not successfully address future relevant standards and interpretations. If we fail to comply with environmental laws and regulations or new interpretations of longstanding requirements, even if caused by factors beyond our control, that failureefficiency could result in the assessment of civil or criminal liability and fines. In addition, any alleged violation of environmental laws and regulations may require us to expend significant resources to defend against any such alleged violations.

There are a number of initiatives to reduce GHG emissions under consideration at the federal, state and international level. Environmental advocacy groups, other organizations and some agencies in the United States and elsewhere are focusing considerable attention on CO2 emissions from power generation facilities and their potential role in climate change. There is a growing consensus in the United States and globallypenalties that GHG emissions are a major cause of global warming and EPA has proposed regulations at the federal level to reduce GHG emissions (including CO2) from electric generating facilities. Due to the uncertainty of control technologies available to reduce GHG emissions, any legal obligation that would require us to substantially reducecould adversely affect our GHG emissions could result in substantial additional costs, adversely affecting cash flow and profitability, and raise uncertainty about the future viability of fossil fuels, particularly coal, as an energy source for new and existing electric generation facilities.

See Note 15, Commitments, Guarantees and Contingencies - Environmental Matters of the Combined Notes to Consolidated Financial Statements for a more detailed discussion of the above-referenced EPA regulations and the federal, state and international initiatives seeking to reduce GHG emissions.

We Could be Exposed to Private Rights of Action Seeking Damages Under Various State and Federal Law Theories

Claims have been made against certain energy companies alleging that CO2 emissions from power generating facilities constitute a public nuisance under federal and/or state common law. As a result, private individuals may seek to enforce environmental laws and regulations against us and could allege personal injury or property damages. While FirstEnergy is not a party to this litigation, it, and/or one of its subsidiaries, could be named in actions making similar allegations. An unfavorable ruling in any such case could have an adverse impact on our results of operations and financial condition and could significantly impact our operations.

Various Federal and State Water Regulations May Require Us to Make Material Capital Expenditures

The EPA has proposed regulatory changes, specifically, eight treatment options for waste water discharge from electric power plants, of which four are "preferred" by the agency. The preferred options range from more stringent chemical and biological treatment requirements to zero discharge requirements and the EPA is scheduled to finalize these regulatory changes in September 2015. The EPA has also established performance standards under the CWA for reducing impacts on fish and shellfish from cooling water intake structures at certain existing electric generating plants, specifically, reducing impingement mortality (when aquatic organisms are pinned against screens or other parts of a cooling water intake system) to a 12% annual average and entrainment (which occurs when aquatic life is drawn into a facility's cooling water system) using site-specific controls based on studies to be submitted to permitting authorities. FirstEnergy is studying the cost and effectiveness of various control options to divert fish away from its plants' cooling water intake systems. Depending on the results of such studies and implementation of impingement and entrainment performance standards by permitting authorities, the future costs of compliance with these standards may require material capital expenditures. See Note 15, Commitments, Guarantees and Contingencies - Environmental Matters of the Combined Notes to Consolidated Financial Statements for a more detailed discussion of the various federal and state water quality regulations listed above.


36




Compliance with any CCR Regulations Could Have an Adverse Impact on Our Results of Operations and Financial Condition

As an owner and operator of coal-fired generating units, we are subject to various federal and state solid, non-hazardous and hazardous waste regulations. On December 19, 2014, EPA finalized regulations for CCRs (non-hazardous waste), establishing national standards for the safe disposal of CCRs from electric generating plants. Depending on how the final rules are ultimately implemented, the future costs of compliance with such CCR regulations may require material capital expenditures. See Note 15, Commitments, Guarantees and Contingencies - Environmental Matters of the Combined Notes to the Consolidated Financial Statements.

We Are or May be Subject to Costs of Remediation of Environmental Contamination at Current or Formerly Owned Facilities

We may be subject to liability under environmental laws for the costs of remediating environmental contamination of property now or formerly owned by us and of property contaminated by hazardous substances that we may have generated regardless of whether the liabilities arose before, during or after the time we owned or operated the facilities. We are currently involved in a number of proceedings relating to sites where other hazardous substances have been deposited and we may be subject to additional proceedings in the future. We also have current or previous ownership interests in sites associated with the production of gas and the production and delivery of electricity for which we may be liable for additional costs related to investigation, remediation and monitoring of these sites. Remediation activities associated with our former MGP operations are one source of such costs. Citizen groups or others may bring litigation over environmental issues including claims of various types, such as property damage, personal injury, and citizen challenges to compliance decisions on the enforcement of environmental requirements, such as opacity and other air quality standards, which could subject us to penalties, injunctive relief and the cost of litigation. We cannot predict the amount and timing of all future expenditures (including the potential or magnitude of fines or penalties) related to such environmental matters, although we expect that they could be material.

In some cases, a third party who has acquired assets from us has assumed the liability we may otherwise have for environmental matters related to the transferred property. If the transferee fails to discharge the assumed liability or disputes its responsibility, a regulatory authority or injured person could attempt to hold us responsible, and our remedies against the transferee may be limited by the financial resources of the transferee.

We Are and May Become Subject to Legal Claims Arising from the Presence of Asbestos or Other Regulated Substances at Some of Our Facilities

We have been named as a defendant in pending asbestos litigation involving multiple plaintiffs and multiple defendants. In addition, asbestos and other regulated substances are, and may continue to be, present at our facilities where suitable alternative materials are not available. We believe that any remaining asbestos at our facilities is contained. The continued presence of asbestos and other regulated substances at these facilities, however, could result in additional actions being brought against us.

results.
Mandatory Renewable Portfolio Requirements Could Negatively Affect Our Costs

and Have An Adverse Effect on Our Financial Condition and Results of Operations
Where federal or state legislation mandates the use of renewable and alternative fuel sources, such as wind, solar, biomass and geothermal and such legislation does not also provide for adequate cost recovery, it could result in significant changes in our business, including material increases in REC purchase costs, purchased power costs and capital expenditures. Such mandatory renewable portfolio requirements may have an adverse effect on our financial condition or results of operations.

The Continuing Availability and Operation of Generating Units is Dependent on Retaining or Renewing the Necessary Licenses, Permits, and Operating Authority from Governmental Entities, Including the NRC

We are required to have numerous permits, approvals and certificates from the agencies that regulate our business. We believe the necessary permits, approvals and certificates have been obtained for our existing operations and that our business is conducted in accordance with applicable laws; however, we are unable to predict the impact on our operating results from future regulatory activities of any of these agencies and we are not assured that any such permits, approvals or certifications will be renewed.

Potential NRC Regulation in Response to the Incident at Japan's Fukushima Daiichi Nuclear Plant Could Adversely Affect Our Business and Financial Condition

As a result of the NRC's investigation of the incident at the Fukushima Daiichi nuclear plant, the NRC has begun to promulgate new or revised requirements with respect to nuclear plants located in the United States, which could necessitate additional expenditures at our nuclear plants. For example, as a follow up to the NRC near-term Task Force's review and analysis of the Fukushima Daiichi accident, in January 2012, the NRC released an updated seismic risk model that plant operators must use in performing the seismic reevaluations recommended by the task force. The NRC has also issued orders and guidance that increases procedural and testing requirements, requires physical modifications to our plants and is expected to increase future compliance and operating costs. These reevaluations could result in the required implementation of additional mitigation strategies or modifications. It is also possible that the NRC could suspend or otherwise delay pending nuclear relicensing proceedings, including the Davis-Besse relicensing proceeding. The impact of any such regulatory actions could adversely affect FirstEnergy's financial condition or results of operations.

37





The Physical Risks Associated with Climate Change May Impact Our Results of Operations and Cash Flows

Physical risks of climate change, such as more frequent or more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water availability, and other related phenomena, could affect some, or all, of our operations. Severe weather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. An extreme weather event within the Utilities' service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. Finally, climate change could affect the availability of a secure and economical supply of water in some locations, which is essential for continued operation of generating plants.

Future Changes in Accounting Standards May Affect Our Reported Financial Results

The SEC, FASB or other authoritative bodies or governmental entities may issue new pronouncements or new interpretations of existing accounting standards that may require us to change our accounting policies. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations. We could be required to apply a new or revised standard retroactively, which could adversely affect our financial position.

Changes in Local, State or Federal Tax Laws Applicable To Us or Adverse Audit Results or Tax Rulings, and Any Resulting Increases in Taxes and Fees, May Adversely Affect Our Results of Operation,Operations, Financial AuditCondition and Cash Flow

Flows
FirstEnergy is subject to various local, state and federal taxes, including income, franchise, real estate, sales and use and employment-related taxes. We exercise significant judgment in calculating such tax obligations, booking reserves as necessary to reflect potential adverse outcomes regarding tax positions we have taken and utilizing tax benefits, such as carryforwards and credits. Additionally, various tax rate and fee increases may be proposed or considered in connection with such changes in local, state or federal tax law. We cannot predict whether legislation or regulation will be introduced, the form of any legislation or regulation, or whether any such legislation or regulation will be passed by legislatures or regulatory bodies. Any such changes, or any adverse tax audit results or adverse tax rulings on positions taken by FirstEnergy or its subsidiaries could have a negative impact on its results of operations, financial condition and cash flows.
In addition, in December 2017, Congress passed the Tax Act. Details regarding the transition from the current tax code to new tax reforms are only beginning to emerge. We cannot predict whether, when or to what extent new tax regulations, interpretations or rulings will be issued, nor is the long-term impact of proposed tax reform clear. The reform of U.S. tax laws may be enacted in a manner that negatively impacts our results of operations, financial condition, business operations, earnings and is adverse to FE's shareholders. Furthermore, with respect to the Utilities and our transmission-owning affiliates, FirstEnergy cannot predict what, if any, response state regulatory commissions or FERC may have and the potential response of such authorities regarding the rates and charges of the Utilities and our transmission-owning affiliates.
The EPA is Conducting NSR Investigations at Generating Plants that We Currently or Formerly Owned, the Results of Which Could Negatively Impact Our Results of Operations and Financial Condition
We may be subject to risks from changing or conflicting interpretations of existing laws and regulations, including, for example, the applicability of the EPA's NSR programs. Under the CAA, modification of our generation facilities in a manner that results in increased emissions could subject our existing generation facilities to the far more stringent new source standards applicable to new generation facilities.
The EPA has taken the view that many companies, including many energy producers, have been modifying emissions sources in violation of NSR standards during work considered by the companies to be routine maintenance. The EPA has investigated alleged violations of the NSR standards at certain of our existing and former generating facilities. We intend to vigorously pursue and defend our position, but we are unable to predict their outcomes. If NSR and similar requirements are imposed on our generation facilities, in addition to the possible imposition of fines, compliance could entail significant capital investments in pollution control technology, which could have an adverse impact on our business, results of operations, cash flows and financial condition.
Costs of Compliance with Environmental Laws are Significant, and the Cost of Compliance with New Environmental Laws, Including Limitations on GHG Emissions, Could Adversely Affect Cash Flow and Profitability
Our operations are subject to extensive federal, state and local environmental statutes, rules and regulations. Compliance with these legal requirements requires us to incur costs for, among other things, installation and operation of pollution control equipment, emissions monitoring and fees, remediation and permitting at our facilities. These expenditures have been significant in the past


and may increase in the future. We may be forced to shut down other facilities or change their operating status, either temporarily or permanently, if we are unable to comply with these or other existing or new environmental requirements, or if the expenditures required to comply with such requirements are unreasonable.
For example, in December 2011, the EPA finalized MATS to establish emission standards for, among other things, mercury, PM and HCI, for electric generating units. The costs associated with MATS compliance, and other environmental laws, is substantial. As a result of a comprehensive review of FirstEnergy's coal-fired generating facilities in light of MATS and other expanded requirements, we deactivated twenty-six (26) older coal-fired generating units in 2012, 2013, and 2015.
Moreover, new environmental laws or regulations including, but not limited to CWA effluent limitations imposing more stringent water discharge regulations, or changes to existing environmental laws or regulations may materially increase our costs of compliance or accelerate the timing of capital expenditures. Because of the deregulation of certain of our generation facilities, we cannot directly recover through rates additional costs incurred for such deregulated generation facilities. Our compliance strategy, including but not limited to, our assumptions regarding estimated compliance costs, although reasonably based on available information, may not successfully address future relevant standards and interpretations. If we fail to comply with environmental laws and regulations or new interpretations of longstanding requirements, even if caused by factors beyond our control, that failure could result in the assessment of civil or criminal liability and fines. In addition, any alleged violation of environmental laws and regulations may require us to expend significant resources to defend against any such alleged violations.
At the international level, the Obama Administration submitted in March 2015, a formal pledge for the U.S. to reduce its economy-wide greenhouse gas emissions by 26 to 28 percent below 2005 levels by 2025 and in September 2016, joined in adopting the agreement reached on December 12, 2015 at the United Nations Framework Convention on Climate Change meetings in Paris. However, on June 1, 2017, the Trump Administration announced that the U.S. would cease all participation in the 2015 Paris Agreement. Due to the uncertainty of control technologies available to reduce GHG emissions, any other legal obligation that requires substantial reductions of GHG emissions could result in substantial additional costs, adversely affecting cash flow and profitability, and raise uncertainty about the future viability of fossil fuels, particularly coal, as an energy source for new and existing electric generation facilities.
We Could be Exposed to Private Rights of Action Relating to Environmental Matters Seeking Damages Under Various State and Federal Law Theories Which Could Have an Adverse Impact on Our Results of Operations, Financial Condition and Business Operations
Private individuals may seek to enforce environmental laws and regulations against us and could allege personal injury, property damages or other relief. For example, claims have been made against certain energy companies alleging that CO2 emissions from power generating facilities constitute a public nuisance under federal and/or state common law. While FirstEnergy is not a party to this litigation, it, and/or one of its subsidiaries, could be named in other actions making similar allegations. An unfavorable ruling in any such case could result in the need to make modifications to our coal-fired plants or reduce emissions, suspend operations or pay money damages or penalties. Adverse rulings in these or other types of actions could have an adverse impact on our results of operations and financial condition and could significantly impact our business operations.
Various Federal and State Water and Solid, Non-Hazardous and Hazardous Waste Regulations May Require Us to Make Material Capital Expenditures
In September 2015, the EPA finalized new, more stringent effluent limits for arsenic, mercury, selenium and nitrogen for wastewater from wet scrubber systems and zero discharge of pollutants in ash transport water under the CWA. The EPA has also established performance standards under the CWA for reducing impacts on fish and shellfish from cooling water intake structures at certain existing electric generating plants, specifically, reducing impingement mortality (when aquatic organisms are pinned against screens or other parts of a cooling water intake system) to a 12% annual average and entrainment (which occurs when aquatic life is drawn into a facility's cooling water system) using site-specific controls based on studies to be submitted to permitting authorities. Depending on the implementation of impingement and entrainment performance standards by permitting authorities, the future costs of compliance with these standards may require material capital expenditures.
We Are or May be Subject to Environmental Liabilities, Including Costs of Remediation of Environmental Contamination at Current or Formerly Owned Facilities, Which Could Have a Material Adverse effect on Our Results of Operations and Financial Condition
We may be subject to liability under environmental laws for the costs of remediating environmental contamination of property now or formerly owned or operated by us and of property contaminated by hazardous substances that we may have generated regardless of whether the liabilities arose before, during or after the time we owned or operated the facilities. We are currently involved in a number of proceedings relating to sites where hazardous substances have been released and we may be subject to additional proceedings in the future. We also have current or previous ownership interests in sites associated with the production of gas and the production and delivery of electricity for which we may be liable for additional costs related to investigation, remediation and monitoring of these sites. Remediation activities associated with our former MGP operations are one source of such costs. Citizen groups or others may bring litigation over environmental issues including claims of various types, such as property damage, personal injury, and citizen challenges to compliance decisions on the enforcement of environmental requirements, such as opacity and


other air quality standards, which could subject us to penalties, injunctive relief and the cost of litigation. We cannot predict the amount and timing of all future expenditures (including the potential or magnitude of fines or penalties) related to such environmental matters, although we expect that they could be material.
In some cases, a third party who has acquired assets from us has assumed the liability we may otherwise have for environmental matters related to the transferred property. If the transferee fails to discharge the assumed liability or disputes its responsibility, a regulatory authority or injured person could attempt to hold us responsible, and our remedies against the transferee may be limited by the financial resources of the transferee.
We Are and May Become Subject to Legal Claims Arising from the Presence of Asbestos or Other Regulated Substances at Some of Our Facilities
We have been named as a defendant in pending asbestos litigations involving multiple plaintiffs and multiple defendants, in several states. The majority of these claims arise out of alleged past exposures by contractors (and in Pennsylvania, former employees) at both currently and formerly owned electric generation plants. In addition, asbestos and other regulated substances are, and may continue to be, present at currently owned facilities where suitable alternative materials are not available. We believe that any remaining asbestos at our facilities is contained and properly identified in accordance with applicable governmental regulations, including OSHA. The continued presence of asbestos and other regulated substances at these facilities, however, could result in additional actions being brought against us. This is further complicated by the fact that many diseases, such as mesothelioma and cancer, have long latency periods in which the disease process develops, thus making it impossible to accurately predict the types and numbers of such claims in the near future. While insurance coverages exist for many of these pending asbestos litigations, others have no such coverages, resulting in FirstEnergy being responsible for all defense expenditures, as well as any settlements or verdict payouts.
The Continuing Availability and Operation of Generating Units is Dependent on Retaining or Renewing the Necessary Licenses, Permits, and Operating Authority from Governmental Entities, Including the NRC
We are required to have numerous permits, approvals and certificates from the agencies that regulate our business. We believe the necessary permits, approvals and certificates have been obtained for our existing operations and that our business is conducted in accordance with applicable laws; however, we are unable to predict the impact on our operating results from future regulatory activities of any of these agencies and we are not assured that any such permits, approvals or certifications will be renewed.
The Risks Associated with Climate Change May Have an Adverse Impact on Our Business Operations, Operating Results and Cash Flows
Physical risks of climate change, such as more frequent or more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water availability, and other related phenomena, could affect some, or all, of our operations. Severe weather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. An extreme weather event within the Utilities' service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. Climate change could also affect the availability of a secure and economical supply of water in some locations, which is essential for continued operation of generating plants. Further, as extreme weather conditions increase system stress, we may incur costs relating to additional system backup or service interruptions, and in some instances, we may be unable to recover such costs. For all of these reasons, these physical risks could have an adverse financial impact on our business operations, operating results and cash flows. Climate change poses other financial risks as well. To the extent weather conditions are affected by climate change, customers’ energy use could increase or decrease depending on the duration and magnitude of the changes. Increased energy use due to weather changes may require us to invest in additional system assets and purchase additional power. Additionally, decreased energy use due to weather changes may affect our financial condition through decreased rates, revenues, margins or earnings.
Future Changes in Accounting Standards May Affect Our Reported Financial Results
The SEC, FASB or other authoritative bodies or governmental entities may issue new pronouncements or new interpretations of existing accounting standards that may require us to change our accounting policies. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations. We could be required to apply a new or revised standard retroactively, which could adversely affect our financial position.


Risks Associated With Financing and Capital Structure

In the Event of Volatility or Unfavorable Conditions in the Capital and Credit Markets, May Adversely Affect Our Business, Including the Immediate Availability and Cost of Short-Term Funds for Liquidity Requirements, Our Ability to Meet Long-Term Commitments, Our Ability to Hedge Effectively Our Generation Portfolio and the Competitiveness and Liquidity of Energy Markets; EachMarkets May be Adversely Affected, Which Could Adversely AffectNegatively Impact Our Results of Operations, Cash Flows and Financial Condition

We rely on the capital markets to meet our financial commitments and short-term liquidity needs if internal funds are not available from our operations. We also use letters of credit provided by various financial institutions to support our hedging operations. We also deposit cash in short-term investments. VolatilityIn the event of volatility in the capital and credit markets, could adversely affect our ability to draw on our credit facilities and cash.cash may be adversely affected. Our access to funds under those credit facilities is dependent on the ability of the financial institutions that are parties to the facilities to meet their funding commitments. Those institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Any delay in our ability to access those funds, even for a short period of time, could have a material adverse effect on our results of operations and financial condition.

FluctuationsShould there be fluctuations in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant foreign or domestic financial institutions or foreign governments, could adversely affect our access to liquidity needed for our business.business could be adversely affected. Unfavorable conditions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures, changing hedging strategies to reduce collateral-posting requirements, and reducing or eliminating future dividend payments or other discretionary uses of cash.

The strength and depth of competition in energyEnergy markets dependsdepend heavily on active participation by multiple counterparties, which could be adversely affected byshould there be disruptions in the capital and credit markets. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to our business. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace those market structures with other mechanisms for the sale of power, including the requirement of long-term contracts, which could have a material adverse effect on our results of operations and cash flows.

Interest Rates and/or a Credit Rating Downgrade Could Negatively Affect Our or Our Subsidiaries' Financing Costs, Ability to Access Capital and Requirement to Post Collateral and the Ability to Continue Successfully Implementing Our Retail Sales Strategy

We have near-term exposure to interest rates from outstanding indebtedness indexed to variable interest rates, and we have exposure to future interest rates to the extent we seek to raise debt in the capital markets to meet maturing debt obligations and

38




fund construction or other investment opportunities. Past disruptions in capital and credit markets have resulted in higher interest rates on new publicly issued debt securities, increased costs for certain of our variable interest rate debt securities and failed remarketings of variable interest rate tax-exempt debt issued to finance certain of our facilities. Similar future disruptions could increase our financing costs and adversely affect our results of operations. Also, interest rates could change as a result of economic or other events that are beyond our risk management processes were not established to address.processes. As a result, we cannot always predict the impact that our risk management decisions may have on us if actual events lead to greater losses or costs that our risk management positions were intended to hedge. Although we employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase our financing costs and negatively impact our reported results of operations.

We rely on access to bank and capital markets as sources of liquidity for cash requirements not satisfied by cash from operations. A downgrade in our or our subsidiaries' credit ratings from the nationally recognized credit rating agencies, particularly to a level below investment grade, could negatively affect our ability to access the bank and capital markets, especially in a time of uncertainty in either of those markets, and may require us to post cash collateral to support outstanding commodity positions in the wholesale market, as well as available letters of credit and other guarantees. A downgrade in our credit rating, or that of our subsidiaries, could also preclude certain retail customers from executing supply contracts with us and therefore impact our ability to successfully implement our retail sales strategy. Furthermore, a downgrade could increase the cost of such capital by causing us to incur higher interest rates and fees associated with such capital. A rating downgrade would increase our interest expense on certain of FirstEnergy's long-term debt obligations and would also increase the fees we pay on our various existing credit facilities, thus increasing the cost of our working capital. A rating downgrade could also impact our ability to grow our regulated businesses by substantially increasing the cost of, or limiting access to, capital. See Note 15, Commitments, Guarantees and Contingencies - Guarantees and
Any Default by Customers or Other Assurances of the Combined Notes to Consolidated Financial Statements for more information associated with a credit ratings downgrade leading to the posting of cash collateral.

The Stability of Counterparties Could Adversely Affect Us

Have a Material Adverse Effect on Our results of Operations and Financial Condition
We are exposed to the risk that counterparties that owe us money, power, fuel or other commodities could breach their obligations. Should the counterparties to these arrangements fail to perform, we may be forced to enter into alternative arrangements at then-current market prices that may exceed our contractual prices, which would cause our financial results to be diminished and we might incur losses. Some of our agreements contain provisions that require the counterparties to provide credit support to secure


all or part of their obligations to FirstEnergy or its subsidiaries. If the counterparties to these arrangements fail to perform, we may have a right to receive the proceeds from the credit support provided, however the credit support may not always be adequate to cover the related obligations. In such event, we may incur losses in addition to amounts, if any, already paid to the counterparties, including by being forced to enter into alternative arrangements at then-current market prices that may exceed our contractual prices. Although our estimates take into account the expected probability of default by a counterparty, our actual exposure to a default by customers or other counterparties may be greater than the estimates predict, which could have a material adverse effect on our results of operations and financial condition.

We Must Rely on Cash from Our Subsidiaries and Any Restrictions on Our Utility Subsidiaries' Ability to Pay Dividends or Make Cash Payments to Us May Adversely Affect Our Cash Flows and Financial Condition

We are a holding company and our investments in our subsidiaries are our primary assets. Substantially all of our business is conducted by our subsidiaries. Consequently, our cash flow, including our ability to pay dividends and service debt, is dependent on the operating cash flows of our subsidiaries and their ability to upstream cash to the holding company. OurAny inability of our subsidiaries to pay dividends or make cash payments to us may adversely affect our cash flows and financial condition.
Additionally, our utility and transmission subsidiaries are regulated by various state utility and federal commissions that generally possess broad powers to ensure that the needs of utility customers are being met. Those state and federal commissions could attempt to impose restrictions on the ability of our utility and transmission subsidiaries to pay dividends or otherwise restrict cash payments to us.
Our Mandatorily Convertible Preferred Stock Will be Converted into Common Stock, at the Latest, in Two Years from the Date of Issuance and the Holders Thereof Have Registration Rights. Upon Conversion of the Preferred Shares, the Number of Common Shares Eligible for Future Resale in the Public Market Will Increase and May Result in Dilution to Common Shareholders. This May Have an Adverse Effect on the Market Price of Common Stock.
On January 22, 2018, FE issued $2.5 billion of equity, which included $1.62 billion of mandatorily convertible preferred equity with an initial conversion price of $27.42 per share and $850 million of common equity issued at $28.22 per share. The issuance of common equity created some dilution to existing common holders. The new preferred shares contain an optional conversion for holders beginning in July 2018, and will mandatorily convert in 18 months from issuance, subject to limited exceptions.
Upon the conversion of the mandatorily convertible preferred stock additional shares of our common stock will be issued, which results in dilution to our stockholders, and will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

We Cannot Assure Common and Preferred Shareholders that Future Dividend Payments Will be Made, or if Made, in What Amounts theyThey May be Paid and that the Recent Reduction in Our Dividend, or any Future Reductions Declared by our Board, Will Have a Positive Impact on Our Results of Operations

On January 21, 2014, in connection with actions taken to refocus our business strategy as a result of continuing weak economic conditions and depressed energy prices, our Board of Directors declared a revised quarterly dividend of $0.36 per share of outstanding common stock, which equates to an indicated annual dividend of $1.44 per share and is lower than the $0.55 per share per quarter ($2.20 per share annually) that FirstEnergy previously paid since 2008. Our Board of Directors will continue to regularly evaluate our common stock dividend and determine an appropriate dividend each quarter taking into account such factors as, among other things, our earnings, financial condition and cash flows from subsidiaries, as well as general economic and competitive conditions. We cannot assure common or preferred shareholders that dividends will be paid in the future, or that, if paid, dividends will be at the same amount or with the same frequency as in the past. Additionally, we cannot assureFurther, the terms of the outstanding preferred stock require that preferred shareholders receive dividends alongside the common shareholders on an as-converted, pro rata basis.
The Recognition of Impairments of Goodwill and Long-Lived Assets Has Adversely Affected Our Results of Operations and Additional Impairments in the CES Segment Could Result Under Certain Circumstances In One or More Events of Default Under Various Agreements Related to the Indebtedness of FE and Have a Material Adverse Effect on FirstEnergy’s Business, Financial Condition, Results of Operations, Liquidity and the Trading Price of FirstEnergy's Securities
We have approximately $5.6 billion of goodwill on our consolidated balance sheet as of December 31, 2017. Goodwill is tested for impairment annually as of July 31 or whenever events or changes in circumstances indicate impairment may have occurred. Key assumptions incorporated in the estimated cash flows used for the impairment analysis requiring significant management judgment include: discount rates, growth rates, future energy and capacity pricing, projected operating income, changes in working capital, projected capital expenditures, projected funding of pension plans, expected results of future rate proceedings, the impact of pending carbon and other environmental legislation and terminal multiples.
We are unable to predict whether further impairments of one or more of our long-lived assets or investments may occur in the future. The actual timing and amounts of any impairments to goodwill, or long-lived assets in the future depends on many factors, including the outcome of the strategic review, interest rates, sector market performance, our capital structure, natural gas or other commodity prices, market prices for power, results of future rate proceedings, operating and capital expenditure requirements, the value of comparable acquisitions, environmental regulations and other factors. A determination that the recent reduction,goodwill, a long-lived asset, or any future reduction,other investments are impaired would result in our dividend will be successful in strengtheninga non-cash charge that could materially adversely affect our results of operations and liquidity.capitalization. Additionally, although the debt-to-total-capitalization ratio of FE’s credit facility excludes non-cash charges up to $5.5 billion related to asset impairments attributable to the power generation assets owned by FES, AE Supply and each of their

39



subsidiaries, the asset impairments recognized in 2016 fully utilized the $5.5 billion exclusion and charges beyond that amount will negatively impact the debt-to-total-capitalization covenant, which may have a material adverse effect on FirstEnergy’s business, financial condition, results of operations, liquidity and the trading price of FirstEnergy's securities.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.
ITEM 2.PROPERTIES

The first mortgage indentures for the Ohio Companies, Penn, MP, PE, WP, FG and NG constitute direct first liens on substantially all of the respective physical property, subject only to excepted encumbrances, as defined in the first mortgage indentures. See Note 6, Leases7, "Leases," and Note 11, Capitalization,12, "Capitalization," of the Combined Notes to Consolidated Financial Statements for information concerning leases and financing encumbrances affecting certain of the Utilities’, FG’s and NG’s properties.

FirstEnergy controls the following generation sources as of January 31, 2015,2018, shown in the table below. Except for the leasehold interests, OVEC participation and wind and solar power arrangements referenced in the footnotes to the table, substantially all of FES' competitive generating units are owned by NG (nuclear) and FG (non-nuclear); the regulated generating units are owned by JCP&L and MP.
     Competitive       Competitive  
Plant (Location) Unit Total FES AE Supply Regulated Unit Total FES AE Supply Regulated
   Net Demonstrated Capacity (MW)   Net Demonstrated Capacity (MW)
Super-critical Coal-fired:  
          
        
Bruce Mansfield (Shippingport, PA) 1
 830
(1) 
830
 
 
 1
 830
(1)830
 
 
Bruce Mansfield (Shippingport, PA) 2
 830
 830
 
 
 2
 830
 830
 
 
Bruce Mansfield (Shippingport, PA) 3
 830
 830
 
 
 3
 830
 830
 
 
Harrison (Haywood, WV) 1-3
 1,984
 
 
 1,984
 1-3
 1,984
 
 
 1,984
Pleasants (Willow Island, WV) 1-2
 1,300
 
 1,300
 
 1-2
 1,300
(9)
 1,300
 
W. H. Sammis (Stratton, OH) 6-7
 1,200
  
1,200
 
 
 6-7
 1,200
  
1,200
 
 
Fort Martin (Maidsville, WV) 1-2
 1,098
 
 
 1,098
 1-2
 1,098
 
 
 1,098
   8,072
 3,690
 1,300
 3,082
   8,072
 3,690
 1,300
 3,082
Sub-critical and Other Coal-fired:                    
W. H. Sammis (Stratton, OH) 1-5
 1,020
  
1,020
 
 
 1-5
 1,010
(7)1,010
 
 
Eastlake (Eastlake, OH) 1-3
 396
(2) 
396
 
 
Bay Shore (Toledo, OH) 1
 136
 136
 
 
 1
 136
(7)136
 
 
Lakeshore (Cleveland, OH) 18
 245
(2) 
245
 
 
Ashtabula (Ashtabula, OH) 5
 244
(2) 
244
 
 
OVEC (Cheshire, OH) (Madison, IN) 1-11
 188
(3) 
110
 67
 11
 1-11
 188
(2)110
 67
 11
  
 2,229
  
2,151
 67
 11
  
 1,334
  
1,256
 67
 11
Nuclear:  
  
  
       
  
  
     
Beaver Valley (Shippingport, PA) 1
 939
  
939
 
 
 1
 939
 939
 
 
Beaver Valley (Shippingport, PA) 2
 933
(4) 
933
 
 
 2
 933
 933
 
 
Davis-Besse (Oak Harbor, OH) 1
 908
  
908
 
 
 1
 908
 908
 
 
Perry (N. Perry Village, OH) 1
 1,268
(5) 
1,268
 
 
 1
 1,268
 1,268
 
 
  
 4,048
  
4,048
 
 
  
 4,048
  
4,048
 
 
Gas/Oil-fired:  
  
  
       
  
  
     
AE Nos. 1, 2, 3, 4 & 5 (Springdale, PA) 1-5
 638
 
 638
 
West Lorain (Lorain, OH) 1-6
 545
  
545
 
 
 1-6
 545
 545
 
 
AE Nos. 12 & 13 (Chambersburg, PA) 12-13
 88
 
 88
 
AE Nos. 8 & 9 (Gans, PA) 8-9
 88
 
 88
 
Hunlock CT (Hunlock Creek, PA) 1
 45
 
 45
 
Forked River (Ocean County, NJ) 2
 86
 86
 
 
Buchanan (Oakwood, VA) 1-2
 43
(6) 

 43
 
 1-2
 43
(3)
 43
(8)
Other   156
 156
 
 
   59
 59
 
 
   1,603
 701
 902
 
   733
 690
 43
 
Pumped-storage Hydro:  
  
  
       
  
  
     
Bath County (Warm Springs, VA) 1-6
 1,200
(7) 

 713
 487
 1-6
 1,200
(4)
 713
(8)487
Yard’s Creek (Blairstown Twp., NJ) 1-3
 210
(8) 

 
 210
 1-3
 210
(5)
 
 210
   1,410
 
 713
 697
   1,410
 
 713
 697
Wind and Solar Power  
 496
(9) 
496
 
 
  
 496
(6)496
 
 
Total   17,858
 11,086
 2,982
 3,790
   16,093
 10,180
 2,123
 3,790

(1) 
Includes FE's leasehold interest of 93.83% (779 MW)MWs) from non-affiliates.
(2) 
Scheduled to be deactivated in 2015.
(3)
Represents FG'sFES' 4.85%, AE Supply's 3.01% and MP's 0.49% entitlement based on their participation in OVEC.
(4)(3) 
Includes OE’s leasehold interestRepresents BU Energy's 50% interest. BU Energy is a subsidiary of 2.60% (24 MW) from non-affiliates.AE Supply.
(5)
Includes OE’s leasehold interest of 3.75% (48 MW) from non-affiliates.
(6)
Represents Buchanan Energy's 50% interest. Buchanan Energy is a subsidiary of AE Supply. CNX Gas Corporation and Buchanan Energy have equal ownership interests in Buchanan Generation, LLC. AE Supply operates and dispatches 100% of Buchanan Generation, LLC's 86 MWs.
(7)(4) 
Represents AGC's 40% undivided interest in Bath County, a pumped-storage hydroelectric station.County. The station is operated by 60% owner Virginia Electric and Power Company.VEPCO. AGC is 59% owned by AE Supply and 41% owned by MP.
(5)
Represents JCP&L’s 50% ownership interest.
(6)
Includes 167 MWs from leased facilities and 329 MWs under power purchase agreements.
(7)
On July 22, 2016, FirstEnergy and FES announced its intent to exit operations of the Bay Shore Unit 1 generating station by October 1, 2020, through either sale or deactivation and to deactivate Units 1-4 of the W. H. Sammis generating station by May 31, 2020.
(8) 
Represents JCP&L’s 50% ownership interest.
Subject to an asset purchase agreement with a subsidiary of LS Power, expected to close in the first half of 2018.
(9) 
Includes 167 MW from leased facilities and 329 MW under power purchase agreements.
On February 16, 2018, AE Supply announced its intent to sell or deactivate the Pleasants Power Station by January 1, 2019.

40






The above generating plants and load centers are connected by a transmission system consisting of elements having various voltage ratings ranging from 23 kV to 500 kV. FirstEnergy's overhead and underground transmission lines aggregate 24,136 pole24,493 circuit miles.

The Utilities’ electric distribution systems include 267,880276,555 miles of overhead pole line and underground conduit carrying primary, secondary and street lighting circuits. They own substations with a total installed transformer capacity of approximately 154,635,024164,470,215 kV-amperes.

All of FirstEnergy's generation, transmission and distribution assets operate in PJM.

FirstEnergy’s distribution and transmission systems as of December 31, 2014,2017, consist of the following:
Distribution
Lines(1)
 
Transmission
Lines(1)
 
Substation
Transformer
Capacity(2)
Distribution
Lines(1)
 
Transmission
Lines(1)
 
Substation
Transformer
Capacity(2)
  kV Amperes    kV Amperes
OE61,084
 468
 7,664,462
67,194
 378
 7,924,723
Penn13,507
 
 1,090,120
13,605
 
 1,033,407
CEI33,312
 
 10,339,429
33,473
 
 10,174,280
TE18,980
 77
 2,973,973
19,048
 73
 2,916,453
JCP&L23,150
 2,579
 22,234,086
23,555
 2,598
 23,505,921
ME18,820
 1,403
 11,527,235
18,929
 
 5,160,600
PN27,382
 2,870
 16,372,087
27,623
 
 9,059,288
ATSI(4)(3)

 7,500
 28,862,400

 7,808
 38,895,189
WP21,938
 2,598
 14,866,132
25,008
 4,339
 16,016,116
MP25,464
 2,113
 15,372,834
22,324
 2,653
 12,206,638
PE24,243
 4,314
 19,130,266
25,796
 2,149
 11,256,764
TrAIL(3)

 214
 4,202,000

 261
 13,130,600
MAIT
 4,234
 13,190,236
Total267,880
 24,136
 154,635,024
276,555
 24,493
 164,470,215

(1)
Circuit Miles
(2)
Top rating of in-service power transformers only. Excludes grounding banks, station power transformers, and generator and customer-owned transformers.
(3) 
Represents transmission line assets of 138 kV and greater located in the service territories of MP, PE and WP.
(4)
Represents transmission line assets of 69 kV and greater located in the service territories of OE, Penn, CEI and TE.

ITEM 3.LEGAL PROCEEDINGS

Reference is made to Note 14, Regulatory15, "Regulatory Matters," and Note 15, Commitments,16, "Commitments, Guarantees and Contingencies," of the Combined Notes to Consolidated Financial Statements for a description of certain legal proceedings involving FirstEnergy and FES.
ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The information required by Item 5 regarding FirstEnergy’s market information, including stock exchange listings and quarterly stock market prices, dividends and holders of common stock is included in Item 6.6, "Selected Financial Data."

Information for FES is not disclosed because it is a wholly owned subsidiary of FirstEnergy and there is no market for its common stock.

Information regarding compensation plans for which shares of FirstEnergy common stock may be issued is incorporated herein by reference to FirstEnergy’s 2015 proxy statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act.

41





The table below includes informationhad no transactions regarding purchases of FE common stock during the fourth quarter of 2014:2017.
 Period
 October November December Fourth Quarter
Total Number of Shares Purchased(1)
2,592
 
 33,301
 35,893
Average Price Paid per Share$33.51
 
 $39.71
 $39.26

(1)
Share amounts reflect shares associated with Restricted Stock awards vesting during the quarter which were sold to cover tax obligations.

FirstEnergy does not currently have any publicly announced plan or program for share purchases.


ITEM 6.SELECTED FINANCIAL DATA
FirstEnergy
For the Years Ended December 31, 2014 2013 2012 2011 2010 2017 2016 2015 2014 2013
 (In millions, except per share amounts) (In millions, except per share amounts)
Revenues $15,049
 $14,892
 $15,255
 $16,087
 $13,299
 $14,017
 $14,562
 $15,026
 $15,049
 $14,892
Income From Continuing Operations $213
 $375
 $755
 $856
 $696
Earnings Available to FirstEnergy Corp. $299
 $392
 $770
 $885
 $742
Earnings per Share of Common Stock:          
Income (Loss) From Continuing Operations $(1,724) $(6,177) $578
 $213
 $375
Earnings (Loss) Available to FirstEnergy Corp. $(1,724) $(6,177) $578
 $299
 $392
Earnings (Loss) per Share of Common Stock:          
Basic - Continuing Operations $0.51
 $0.90
 $1.81
 $2.19
 $2.37
 $(3.88) $(14.49) $1.37
 $0.51
 $0.90
Basic - Discontinued Operations (Note 19) 0.20
 0.04
 0.04
 0.03
 0.07
Basic - Earnings Available to FirstEnergy Corp. $0.71
 $0.94
 $1.85
 $2.22
 $2.44
Basic - Discontinued Operations 
 
 
 0.20
 0.04
Basic - Earnings (Loss) Available to FirstEnergy Corp. $(3.88) $(14.49) $1.37
 $0.71
 $0.94
                    
Diluted - Continuing Operations $0.51
 $0.90
 $1.80
 $2.18
 $2.35
 $(3.88) $(14.49) $1.37
 $0.51
 $0.90
Diluted - Discontinued Operations (Note 19) 0.20
 0.04
 0.04
 0.03
 0.07
Diluted - Earnings Available to FirstEnergy Corp. $0.71
 $0.94
 $1.84
 $2.21
 $2.42
Diluted - Discontinued Operations 
 
 
 0.20
 0.04
Diluted - Earnings (Loss) Available to FirstEnergy Corp. $(3.88) $(14.49) $1.37
 $0.71
 $0.94
                    
Weighted Average Shares Outstanding:                    
Basic 420
 418
 418
 399
 304
 444
 426
 422
 420
 418
Diluted 421
 419
 419
 401
 305
 444
 426
 424
 421
 419
Dividends Declared per Share of Common Stock $1.44
 $1.65
 $2.20
 $2.20
 $2.20
 $1.44
 $1.44
 $1.44
 $1.44
 $1.65
Total Assets $52,166
 $50,424
 $50,494
 $47,410
 $35,611
 $42,257
 $43,148
 $52,094
 $51,552
 $49,980
Capitalization as of December 31:                    
Total Equity $12,422
 $12,695
 $13,093
 $13,299
 $8,952
 $3,925
 $6,241
 $12,422
 $12,422
 $12,695
Long-Term Debt and Other Long-Term Obligations 19,176
 15,831
 15,179
 15,716
 12,579
 21,115
 18,192
 19,099
 19,080
 15,753
Total Capitalization $31,598
 $28,526
 $28,272
 $29,015
 $21,531
 $25,040
 $24,433
 $31,521
 $31,502
 $28,448

PRICE RANGE OF COMMON STOCK

The common stock of FirstEnergy Corp. is listed on the New York Stock Exchange under the symbol “FE” and is traded on other registered exchanges.
2014 20132017 2016
High Low High LowHigh Low High Low
First Quarter$34.28
 $30.10
 $42.50
 $38.26
$32.54
 $29.51
 $36.54
 $30.62
Second Quarter$35.59
 $31.17
 $46.77
 $35.72
$31.94
 $27.93
 $36.32
 $31.37
Third Quarter$34.95
 $29.98
 $39.88
 $35.46
$33.08
 $28.93
 $36.60
 $32.12
Fourth Quarter$40.84
 $33.04
 $38.92
 $31.29
$35.22
 $30.18
 $34.83
 $29.33
Yearly$40.84
 $29.98
 $46.77
 $31.29
$35.22
 $27.93
 $36.60
 $29.33

Closing prices are from http://finance.yahoo.com.



42




SHAREHOLDER RETURN

The following graph shows the total cumulative return from a $100 investment on December 31, 20092012 in FirstEnergy’sFE’s common stock compared with the total cumulative returns of EEI’s Index of Investor-Owned Electric Utility Companies and the S&P 500.

HOLDERS OF COMMON STOCK

There were 96,26579,916 and 96,09079,454 holders of 421,102,570445,334,111 and 421,182,123475,589,829 shares of FirstEnergy’sFE’s common stock as of December 31, 20142017 and January 31, 2015,2018, respectively. Information regarding retained earnings available for payment of cash dividends is given in Note 11, Capitalization12, "Capitalization," of the Combined Notes to Consolidated Financial Statements.



43




ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF REGISTRANTFINANCIAL CONDITION AND SUBSIDIARIESRESULTS OF OPERATIONS

Forward-Looking Statements: This Form 10-K includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties.uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” "forecast," "target," "will," "intend," “believe,” "project," “estimate"“estimate," "plan" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following:
The speed and nature of increased competition in the electric utility industry, in general, and the retail sales market in particular.
The ability to experience growth in the Regulated Distribution and Regulated Transmission segments and the effectiveness of our strategy to successfully implement our revised sales strategy for the CES segment.transition to a fully regulated business profile.
The accomplishment of our regulatory and operational goals in connection with our transmission investment plan, pending transmission and distribution rate cases and the effectiveness ofinvestment plans, including, but not limited to, our repositioning strategyplanned transition to reflect a more regulated business profile.forward-looking formula rates.
Changes in assumptions regarding economic conditions within our territories, assessment of the reliability of our transmission system, or the availability of capital or other resources supporting identified transmission investment opportunities.
The impact of the regulatory process on the pending matters at the federal level and in the various states in which we do business including, but not limited to, matters related to rates and pending rate cases, including the ESP IV in Ohio.
The impact of the federal regulatory process on FERC-regulated entities and transactions, in particular FERC regulation of wholesale energy and capacity markets, including PJM markets and FERC-jurisdictional wholesale transactions; FERC regulation of cost-of-service rates, including FERC Opinion No. 531’s revised ROE methodology for FERC-jurisdictional wholesale generation and transmission utility service; and FERC’s compliance and enforcement activity, including compliance and enforcement activity related to NERC’s mandatory reliability standards.
The uncertainties of various cost recovery and cost allocation issues resulting from ATSI's realignment into PJM.
Economic or weather conditions affecting future sales and margins such as a polar vortex or other significant weather events, and all associated regulatory events or actions.
Regulatory outcomes associated with storm restoration costs, including but not limited to, Hurricane Sandy, Hurricane Irene and the October snowstorm of 2011.
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil, and their availability and impact on retail margins.
The continued ability of our regulated utilities to recover their costs.
Costs being higher than anticipated and the success of our policies to control costs and to mitigate low energy, capacity and market prices.
Other legislative and regulatory changes, and revised environmental requirements, including, but not limited to, proposed GHG emission and water discharge regulations and the effects of the EPA's CCR regulations, CSAPR, MATS, including our estimated costs of compliance, and CWA 316(b) water intake regulation.
The uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including NSR litigation, or potential regulatory initiatives or rulemakings (including that such expenditures could result in our decision to deactivate or idle certain generating units).
The uncertainties associated with the deactivation of certain older regulated and competitive fossil units, including the impact on vendor commitments, and the timing thereof as they relate to the reliability of the transmission grid.
The impact of other future changes to the operational status or availability of our generating units.
Adverse regulatory or legal decisions and outcomes with respect to our nuclear operations (including, but not limited to the revocation or non-renewal of necessary licenses, approvals or operating permits by the NRC or as a result of the incident at Japan's Fukushima Daiichi Nuclear Plant).
Issues arising from the indications of cracking in the shield building at Davis-Besse.
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments.
The impact of labor disruptions by our unionized workforce.
Replacement power costs being higher than anticipated or not fully hedged.
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.
Changes in customers' demand for power, including, but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates.
The ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, the ability to continue to reduce costs and to successfully execute our financial plans designed to improve our credit metrics and strengthen our balance sheet through, amongsheet.
Success of legislative and regulatory solutions for generation assets that recognize their environmental or energy security benefits.
The risks and uncertainties associated with the lack of viable alternative strategies regarding the CES segment, thereby causing FES to restructure its substantial debt and other actions,financial obligations with its creditors or seek protection under U.S. bankruptcy laws (which filing would include FENOC) and the losses, liabilities and claims arising from such bankruptcy proceeding, including any obligations at FirstEnergy.
The risks and uncertainties at the CES segment, including FES, its subsidiaries, and FENOC, related to wholesale energy and capacity markets, and the viability and/or success of strategic business alternatives, such as pending and potential CES generating unit asset sales or the potential need to deactivate additional generating units, which could result in further substantial write-downs and impairments of assets.
The substantial uncertainty as to FES’ ability to continue as a going concern and substantial risk that it may be necessary for FES and FENOC to seek protection under U.S. bankruptcy laws.
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments, such as long-term fuel and transportation agreements.
The uncertainties associated with the deactivation of older regulated and competitive units, including the impact on vendor commitments, such as long-term fuel and transportation agreements, and as it relates to the reliability of the transmission grid, the timing thereof.
The impact of other future changes to the operational status or availability of our previously-implemented dividend reductiongenerating units and any capacity performance charges associated with unit unavailability.
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil prices, and their availability and impact on margins.
Costs being higher than anticipated and the success of our other proposed capital raising initiatives.policies to control costs and to mitigate low energy, capacity and market prices.
Replacement power costs being higher than anticipated or not fully hedged.
Our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of fuel and fuel transportation on such margins.

The uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including NSR litigation, or potential regulatory initiatives or rulemakings (including that such initiatives or rulemakings could result in our decision to deactivate or idle certain generating units).
Changes in customers' demand for power, including, but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates.
Economic or weather conditions affecting future sales, margins and operations such as a polar vortex or other significant weather events, and all associated regulatory events or actions.
Changes in national and regional economic conditions affecting us, our subsidiaries and/or our major industrial and commercial customers, and other counterparties with which we do business, including fuel suppliers.
The impact of labor disruptions by our unionized workforce.
44The risks associated with cyber-attacks and other disruptions to our information technology system that may compromise our generation, transmission and/or distribution services and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks.

The impact of the regulatory process and resulting outcomes on the matters at the federal level and in the various states in which we do business including, but not limited to, matters related to rates.


The impact of the federal regulatory process on FERC-regulated entities and transactions, in particular FERC regulation of wholesale energy and capacity markets, including PJM markets and FERC-jurisdictional wholesale transactions; FERC regulation of cost-of-service rates; and FERC’s compliance and enforcement activity, including compliance and enforcement activity related to NERC’s mandatory reliability standards.

The uncertainties of various cost recovery and cost allocation issues resulting from ATSI's realignment into PJM.
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.
Other legislative and regulatory changes, including the federal administration's required review and potential revision of environmental requirements, including, but not limited to, the effects of the EPA's CPP, CCR, CSAPR and MATS programs, including our estimated costs of compliance, CWA waste water effluent limitations for power plants, and CWA 316(b) water intake regulation.
Adverse regulatory or legal decisions and outcomes with respect to our nuclear operations (including, but not limited to, the revocation or non-renewal of necessary licenses, approvals or operating permits by the NRC).
Issues arising from the indications of cracking in the shield building at Davis-Besse.
Changing market conditions that could affect the measurement of certain liabilities and the value of assets held in our NDTs, pension trusts and other trust funds, and cause us and/or our subsidiaries to make additional contributions sooner, or in amounts that are larger than currently anticipated.
The impact of changes to materialsignificant accounting policies.
The impact of any changes in tax laws or regulations, including the Tax Act, or adverse tax audit results or rulings.
The ability to access the public securities and other capital and credit markets in accordance with our announced financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and our subsidiaries.
ActionsFurther actions that may be taken by credit rating agencies that could negatively affect us and/or our subsidiaries'subsidiaries’ access to financing, increase the costs thereof, and increase requirements to post additional collateral to support, or accelerate payments under outstanding commodity positions, LOCs and other financial guarantees.
Changes in nationalguarantees, and regional economic conditions affecting us, our subsidiaries and/or our major industrial and commercial customers, and other counterparties with which we do business, including fuel suppliers.
Thethe impact of any changes in tax laws these events on the financial condition and liquidity of FirstEnergy and/or regulations or adverse tax audit results or rulings.its subsidiaries, specifically FES and its subsidiaries.
Issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business.
The risks associated with cyber-attacks on our electronic data centers that could compromise the information stored on our networks, including proprietary information and customer data.
The risks and other factors discussed from time to time in our SEC filings, and other similar factors.

Dividends declared from time to time on FE's common stock and thereby on FE's preferred stock, during any period may in the aggregate vary from prior periods due to circumstances considered by FE's Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

These forward-looking statements are also qualified by, and should be read together with, the risk factors included in (a) Item 1A. Risk Factors, (b) this Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and (c) other factors discussed herein and in other filings with the SEC by the registrants. These risks, unless otherwise indicated, are presented on a consolidated basis for FirstEnergy; if and to the extent a deconsolidation occurs with respect to certain FirstEnergy companies, the risks described herein may materially change. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy's business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. TheEach of the registrants expressly disclaimdisclaims any current intentionobligation to update or revise, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.

45




FIRSTENERGY CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRSTENERGY’S BUSINESS

FirstEnergy'sFirstEnergy and its subsidiaries are principally involved in the generation, transmission and distribution of electricity. Its reportable segments are as follows: Regulated Distribution, Regulated Transmission, and CES.

The Regulated Distribution segment distributes electricity through FirstEnergy’s ten utility operating companies, serving approximately six million customers within 65,000 square miles of Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York, and purchases power for its POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey and Maryland. This segment also includescontrols 3,790 MWs of regulated electric generation facilitiescapacity located primarily in West Virginia, Virginia and New Jersey that MP and JCP&L, respectively, own or contractually control.Jersey. The segment's results reflect the commodity costs of securing electric generation and the deferral and amortization of certain fuel costs. This business segment currently controls approximately 3,790 MWs of generation capacity.

The service areas of, and customers served by, FirstEnergy's regulated distribution utilities are summarized below (in thousands):
Company Area Served 
Customers Served (1)
OE Central and Northeastern Ohio 1,0361,049
Penn Western Pennsylvania 162166
CEI Northeastern Ohio 745751
TE Northwestern Ohio 308311
JCP&L Northern, Western and East Central New Jersey 1,1031,127
ME Eastern Pennsylvania 558569
PN Western Pennsylvania and Western New York 588587
WP Southwest, South Central and Northern Pennsylvania 721726
MP Northern, Central and Southeastern West Virginia 390392
PE Western Maryland and Eastern West Virginia 397409
    6,0086,087
(1) As of December 31, 20142017
  

The Regulated Transmission segment transmits electricity through transmission facilities owned and operated by ATSI, TrAIL, MAIT (effective January 31, 2017) and certain of FirstEnergy's utilities (JCP&L, ME, PN, MP, PE and WP), and the regulatory asset associated with the abandoned PATH project.. The segment's revenues are primarily derived from forward-looking rates thatat ATSI and TrAIL, as well as stated transmission rates at certain of FirstEnergy's utilities. As discussed in "Outlook - FERC Matters" below, MAIT and JCP&L submitted applications to FERC requesting authorization to implement forward-looking formula transmission rates. In March 2017, FERC approved JCP&L's and MAIT's forward-looking formula rates, subject to refund, with effective dates of June 1, 2017, and July 1, 2017, respectively. Additionally, MAIT and JCP&L filed settlement agreements with FERC on October 13, 2017 and December 21, 2017, respectively, both pending final orders by FERC. Both the forward-looking and stated rates recover costs and provide a return on transmission capital investment. Except forUnder forward-looking rates, the recovery of the PATH abandoned project regulatory asset, these revenuesrevenue requirement is updated annually based on a projected rate base and projected costs, which are primarily from transmission services provided pursuantsubject to the PJM Tariff to LSEs.an annual true-up based on actual costs. The segment's results also reflect the net transmission expenses related to the delivery of electricity on FirstEnergy's transmission facilities.

The CES segment, through FES and AE Supply, primarily supplies electricity to end-use customers through retail and wholesale arrangements, including competitive retail sales to customers primarily in Ohio, Pennsylvania, Illinois,Maryland, Michigan, New Jersey and Maryland,Illinois, and the provision of partial POLR and default service for some utilities in Ohio, Pennsylvania and Maryland, including the Utilities. ThisAs of January 31, 2018, this business segment currently controls approximately 14,068controlled 12,303 MWs of electric generating capacity, including 885, as further discussed below, 756 MWs of generating capacity scheduledwhich remain subject to be deactivated by April 2015.an asset purchase agreement with a subsidiary of LS Power that is expected to close in the first half of 2018. The CES segment’s net income isoperating results are primarily derived from electric generation sales less the related costs of electricity generation, including fuel, purchased power and net transmission (including congestion) and ancillary costs and capacity costs charged by PJM to deliver energy to the segment’s customers.customers, as well as other operating and maintenance costs, including costs incurred by FENOC.

The CES segment derives its revenues from the sale of generation to direct, governmental aggregation, POLR, structured and wholesale customers. The segment is exposed to various market and financial risks, including the risk of price fluctuations in the wholesale power markets. Wholesale power prices may be impacted by the prices of other commodities, including coal and natural gas, and energy efficiency and DR programs, as well as regulatory and legislative actions, such as MATS, among other factors. The segment attempts to mitigate the market risk inherent in its energy position by economically hedging its exposure and continuously monitoring various risk measurement metrics to ensure compliance with its risk management policies.

Corporate/Other contains corporate support and other businesses that are below the quantifiable threshold for separate disclosure as a reportable segment and interestInterest expense on stand-alone holding company debt, and corporate income taxes.taxes and other businesses that do not constitute an operating segment are categorized as Corporate/Other for reportable business segment purposes. Additionally, reconciling adjustments for the elimination of inter-segment transactions are included in Corporate/Other. As of December 31, 2014,2017, Corporate/Other had $4.2$6.8 billion of stand-alone holding company long-term debt, of which 28%$1.45 billion was subject to variable-interest rates, and $1.7 billion$300 million was borrowed by FE under its revolving credit facility. On January 22, 2018, FE repaid its $1.45 billion of outstanding variable-interest rate debt using the proceeds from the $2.5 billion equity investment.

46





EXECUTIVE SUMMARY

In 2014, FirstEnergy launched programsFirstEnergy’s strategy is to begin reinvesting inbe a fully regulated utility company, focusing on stable and predictable earnings and cash flow from its regulated business units - Regulated Distribution and Regulated Transmission and Regulated Distribution segments. This investment strategy is focused- which focus on delivering enhanced customer service and reliability. Together, the Regulated Distribution and Transmission businesses are expected to provide stable, predictable earnings and cash flows that support FE’s dividend.

The scale and diversity of the ten Utilities that comprise the Regulated Distribution business uniquely position this business for growth, through opportunities for additional investment. Since 2015, Regulated Distribution has experienced significant growth through investments that have improved reliability strengthening grid and cyber-security, and adding resiliency andadded operating flexibility to the distribution infrastructure and the implementation of new rates at eight of the ten Utilities in 2017, which provide benefits to the customers and communities those Utilities serve. Based on its transmissioncurrent capital plan, which includes $5.7 to $6.7 billion in forecasted capital investments through 2021, Regulated Distribution’s rate base growth rate is expected to be approximately 5% through 2021. Additionally, this business is exploring other opportunities for growth, including investments in electric system improvement and distribution infrastructure.

Focusingmodernization projects to increase reliability and improve service to customers, as well as exploring opportunities in customer engagement that focus on reinvestment in its regulated operations will also provide stabilitythe electrification of customers' homes and growth for FirstEnergy as this plan is implemented over the coming years.

This pivotal year featured the launchbusinesses by providing a full range of FirstEnergy's transmission investment program, economic growth in the territory served by FirstEnergy’s Regulated Distribution segment, active rate plans at ten utility operating companies,products and an adjusted competitive strategy designed to reduce risk while preserving value in that business.services.

TheWith approximately 24,500 miles in operations, the Regulated Transmission business is the centerpiece of FirstEnergy’s regulated investment strategy iswith approximately 80% of its capital investments recovered under forward-looking formula rates, including ATSI, TrAIL, and MAIT, which recently filed a proposed settlement with FERC regarding its formula rate, as well as the transmission system at JCP&L, which recently filed a proposed settlement with FERC to maintain a stated-rate through 2020. Both the MAIT and JCP&L settlement agreements are pending before FERC. Regulated Transmission has also experienced significant growth as part of its Energizing the Futuretransmission expansion plan which was introduced in late 2013. The initial phase of this plan includes $4.2with $4.4 billion in investmentscapital investment from 2014 through 2017 and plans to modernizeinvest $4.0 to $4.8 billion in capital from 2018 to 2021, which are expected to result in Regulated Transmission rate base growth of approximately 11% through 2021.

FirstEnergy believes there are incremental investment opportunities for its existing transmission infrastructure of approximately $20 billion beyond those identified through 2021, which are expected to strengthen grid and cyber-security and make the transmission system owned by FirstEnergy’s Regulated Transmission segment. In 2014, $1.4 billion was invested across more than 1,100 projectsreliable, robust, secure and resistant to improve the durability and flexibility of this transmission system.extreme weather events, with improved operational flexibility.

The transmission investment programCompany continues to focus on its regulated growth strategy and in November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is also designedprimarily comprised of the operations of FES and AE Supply. In connection with this strategic review, AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to prepare the electrical system for load growth, including increased demand related to continued developmentsell four natural gas generating plants, AE Supply's interest in the MarcellusBuchanan Generating facility and Utica shale regionsapproximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the utilities’ western Pennsylvania, eastern Ohionatural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply’s interests in the Bath County hydroelectric power station and West Virginia service areas. While FirstEnergy continues to monitor recent developments in shale related activity, in 2014, more than 400 MWs of new industrial demand associated with shale gas activity came online in FirstEnergy’s region, and more than 1,100 MWs of additional planned expansionthe Buchanan Generating facility is expected at customer facilities through 2019. Five consecutive yearsto generate net proceeds of growth$375 million and is anticipated to close in the industrial customer class is another strong indicatorfirst half of the region’s positive economic future.2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

FirstEnergy also pursued regulatory initiatives acrossAdditionally, on March 6, 2017, AE Supply and MP entered into an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, resulting from an RFP issued by MP to address its utility footprint in 2014, focused on providing significant benefits to customers while ensuring the timely and appropriate recovery of investments. These initiatives include:

A rate case application in West Virginia, filed in April 2014, and a settlement agreement approved by the WVPSC on February 3, 2015, that will result in recovery of $63 million annually for reliability investments, storm damage expenses, and investments in operating improvements and environmental compliance at MP's and PE's regulated, coal-fired power plants in the state.
Rate case applications in Pennsylvania filed in August 2014, with a current settlement agreement in place that, if approved by the PPUC, would result in an increase in current distribution revenues of approximately $293 million, annually, across ME, PN, Penn and WP.
The Ohio Companies' ESP IV, Powering Ohio’s Progress, filed in August 2014, with an expected decision in the second quarter of 2015 that would freeze base distribution rates for three years while ensuring continued availability of more than 3,200 MWs, if approved by the PUCO, of FirstEnergy’s critical baseload generating assets primarily located in the state and serving the long-term energy needs of Ohio customers.
ATSI’s October 2014 rate filing with FERC to request transmission rates using a "forward looking" approach, where transmission rates would be based on estimated costs for the current year with an annual true up.generation shortfall. On December 31, 2014,January 12, 2018, FERC issued an order accepting ATSI's rate filingdenying authorization for the transaction, holding that MP and AE Supply did not demonstrate the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. On January 26, 2018, the WVPSC approved the transfer of the Pleasants Power Station, subject to become effectivecertain conditions as further described in "Outlook - West Virginia," below, which included MP assuming significant commodity risk. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement and on February 16, 2018, AE Supply announced its intent to exit operations of the Pleasants Power Station by January 1, 2015, as requested, subject to refund and the outcome2019, through either sale or deactivation, which resulted in a pre-tax impairment charge of hearing and settlement proceedings and FERC's inquiry into ATSI's ROE.$120 million.

Additionally, JCP&L continues with its base rate proceedingWith the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in New Jerseythe Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply’s applicable debt agreements, to satisfy and discharge approximately $305 million of currently outstanding senior notes as well as its $142 million of pollution control notes and AGC’s $100 million senior notes, which are expected to require the NJBPU's ongoing generic storm proceeding. In March 2014, New Jersey regulators approvedpayment of “make-whole” premiums currently estimated to be approximately $95 million based on current interest rates. For additional information see "Outlook" below.

The strategic options to exit the recoveryremaining portion of $736 million in costs incurred to restore service following devastating storms in 2011the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and 2012,C at Fitch and the company awaits final resolutionnegative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its base rate case, while continuingdebt and other financial obligations with its creditors, and/or to advocate for a decision that supports continued investments in service reliability. In January 2015, the ALJ issued a recommended decision that, if approved by the NJBPU, would reduce annual revenues $107.5 million without considering any adjustment for 2012 storm costs or CTA.seek protection under U.S. bankruptcy laws.

In 2014, FirstEnergy set a new course for CES designed to limit risk in the current difficult energy market, while positioning the business to take advantage of future market upside.

Extreme weather events, including record low temperatures in January 2014, resulted in increased electricity demand and revealed weaknesses in the region’s power supply. The situation underscored the implications of a growing dependence on less-reliable generating resources, DR and intermittent renewables. The volatility also raised concerns about whether the current capacity market can provide the right incentives to maintain adequate generating resources to meet demand in the PJM Region, especially in extreme conditions. In response to this crisis, FirstEnergy began repositioning its competitive business to focus on reducing exposure to weather-sensitive load in certain sales channels, and pursuing high-margin sales while leaving a portion of its generation available to capture future market opportunities. This strategy is designed to better position CES to benefit from opportunities as markets improve while limiting risk from continued challenging market conditions. At the same time, FirstEnergy continues to advocate for reforms that can ensure competitive energy markets adequately value baseload generation, which is essential to maintaining grid reliability.


4753




The CES segment economically hedges exposure to price risk on a ratable basis, which is intended to reduce the near-term financial impact of market price volatility. As of December 31, 2014, committed contract sales for calendar year 2015, 2016 and 2017 are approximately 63 million MWHs, 36 million MWHs and 20 million MWHs, respectively. On average, CES expects to produce approximately 75 - 80 million MWHs of electricity annually, with an additional 5 million MWHs related to purchased power agreements for wind, solar and its entitlement to OVEC.

FirstEnergy has also reducedAs part of the sizestrategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and shifted the mix of its generating assets, while reducing operating expensesforecasted market conditions, such as wholesale power and capital expenditures,capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the deactivation of certain plantssignificant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the 2014 salelack of certain hydro assets for approximately $394 millionlegislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in February 2014.this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the remaining competitive fleet is more cost-effective, efficientfourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and environmentally sound. FirstEnergy isnuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Although FES has access to a $500 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018 (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on trackFES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to exceed benchmarks established by MATSbe refinanced. Although management continues to explore cost reductions and other environmental regulations. Severaloptions to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.

On January 22, 2018, FirstEnergy announced a $2.5 billion equity issuance, which included $1.62 billion in mandatorily convertible preferred equity with an initial conversion price of $27.42 per share and $850 million of common equity issued at $28.22 per share. The preferred shares will receive the same dividend paid on common stock on an as-converted basis and are non-voting except in certain limited circumstances. The new opportunitiespreferred shares contain an optional conversion for holders beginning in July 2018, and will mandatorily convert in 18-months from the issuance, subject to lower costslimited exceptions. Proceeds from the investment were identified in 2014,used to reduce holding company debt by $1.45 billion, fund the company’s pension plan by $750 million, with the remainder used for general corporate purposes. Because of this investment, FirstEnergy does not currently anticipate the need to issue additional equity through at least 2021 outside of its regular stock investment and FirstEnergy’s total cost for MATS compliance is expected to be approximately $370 million ($178 million at CES and $192 million at Regulated Distribution), of which $133 million has been spent through 2014 ($56 million at CES and $77 million at Regulated Distribution).employee benefit plans.

In other generation matters,connection with the replacementequity investment, FirstEnergy formed a RWG composed of three employees of FirstEnergy and two steam generators was successfully completed duringoutside members to advise FirstEnergy management regarding an FES restructuring in the event the FES Board decides to seek bankruptcy protection.

On December 22, 2017, the President signed into law the Tax Act. Substantially all of the provisions of the Tax Act are effective for taxable years beginning after December 31, 2017. The Tax Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the Code), including amendments which significantly change the taxation of business entities and includes specific provisions related to regulated public utilities including FirstEnergy’s regulated distribution and transmission subsidiaries. The more significant changes that impact FirstEnergy included in the Tax Act are the following:
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 refueling outage atphase down beginning in 2023;
Limitations on interest deductions with an exception for rate regulated utilities;
Limitation of the Davis-Besse Nuclear Power Station during the springutilization of 2014. At the Beaver Valley Nuclear Power Station, the company deferred fromfederal NOLs arising after December 31, 2017 to 2020 a planned Unit 2 reactor head and steam generator replacement after determining the unit can operate safely and reliably until that time. Additionally, at the Bruce Mansfield Power Station, while the plant continues to operate, if market reforms prove unsatisfactory and market conditions remain unfavorable, FirstEnergy may continue to minimize certain capital expenditures at the plant, including a delay80% of taxable income with an indefinite carryforward;
Repeal of the new water treatment upgrades necessary for the continued operationcorporate AMT and allowing taxpayers to claim a refund on any AMT credit carryovers.

As a result of the plant afterTax Act, FirstEnergy recognized a non-cash charge to income tax expense of $1.2 billion ($1.1 billion at FES) and resulted in excess deferred taxes at Regulated Distribution and Regulated Transmission of $2.3 billion, of which the LBR CCR Impoundment closesrevenue impact was recorded to a regulatory liability. Although certain state utility commissions have initiated proceedings to understand the impact of the Tax Act, the full amount and timing of any refund of excess deferred taxes or the impact of the lower federal income tax rate on December 31, 2016.future customer utility rates cannot be determined at this time. For additional information see Note 6, "Taxes."



54




FINANCIAL OVERVIEW
  For the Years Ended December 31 Increase (Decrease)
(In millions, except per share amounts) 2017 2016 2015 2017 vs 2016 2016 vs 2015
               
REVENUES: $14,017
 $14,562
 $15,026
 $(545) (4)% $(464) (3)%
               
OPERATING EXPENSES:              
Fuel 1,383
 1,666
 1,855
 (283) (17)% (189) (10)%
Purchased power 3,194
 3,843
 4,423
 (649) (17)% (580) (13)%
Other operating expenses 4,232
 3,851
 3,740
 381
 10 % 111
 3 %
Pension and OPEB mark-to-market adjustment 141
 147
 242
 (6) (4)% (95) (39)%
Provision for depreciation 1,138
 1,313
 1,282
 (175) (13)% 31
 2 %
Amortization of regulatory assets, net 308
 297
 172
 11
 4 % 125
 73 %
General taxes 1,043
 1,042
 978
 1
  % 64
 7 %
Impairment of assets and related charges 2,406
 10,665
 42
 (8,259) (77)% 10,623
 NM
Total operating expenses 13,845
 22,824
 12,734
 (8,979) (39)% 10,090
 79 %
               
OPERATING INCOME (LOSS) 172
 (8,262) 2,292
 8,434
 NM
 (10,554) NM
               
OTHER INCOME (EXPENSE):              
Investment income (loss) 98
 84
 (22) 14
 17 % 106
 NM
Impairment of equity method investment 
 
 (362) 
  % 362
 (100)%
Interest expense (1,178) (1,157) (1,132) (21) 2 % (25) 2 %
Capitalized financing costs 79
 103
 117
 (24) (23)% (14) (12)%
Total other expense (1,001) (970) (1,399) (31) 3 % 429
 (31)%
               
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (829) (9,232) 893
 8,403
 91 % (10,125) NM
               
INCOME TAXES (BENEFITS) 895
 (3,055) 315
 3,950
 NM
 (3,370) NM
               
NET INCOME (LOSS) $(1,724) $(6,177) $578
 $4,453
 72 % $(6,755) NM
               
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:              
Basic $(3.88) $(14.49) $1.37
 $10.61
 73 % $(15.86) NM
Diluted $(3.88) $(14.49) $1.37
 $10.61
 73 % $(15.86) NM
               
NM - Not Meaningful              

FirstEnergy’s net incomeloss in 20142017 was $299$(1,724) million, or a basic earningsand diluted loss of $0.71$(3.88) per share of common stock, ($0.71 diluted), compared with $392a net loss of $(6,177) million, or $0.94a basic and diluted loss of $(14.49) per share of common stock ($0.94 diluted) in 2013,2016, and $771net income of $578 million, or $1.85basic and diluted earnings of $1.37 per share of common stock ($1.84 diluted) in 2012.
        Increase (Decrease)
  2014 2013 2012 2014 vs 2013 2013 vs 2012
Basic earnings per share:          
Continuing operations $0.51
 $0.90
 $1.81
 $(0.39) $(0.91)
Discontinued operations 0.20
 0.04
 0.04
 0.16
 
Earnings per basic share $0.71
 $0.94
 $1.85
 $(0.23) $(0.91)
           
Diluted earnings per share:          
Continuing operations $0.51
 $0.90
 $1.80
 $(0.39) $(0.90)
Discontinued operations 0.20
 0.04
 0.04
 0.16
 
Earnings per diluted share $0.71
 $0.94
 $1.84
 $(0.23) $(0.90)
2015. Highlights of the key changes in year-over-year financial results are included below:

In 2014, FirstEnergy’s revenues2017 compared with 2016

FirstEnergy's operating results in 2017 increased $157$4,453 million as compared to 2013. 2016, primarily reflecting lower pre-tax impairment charges of $8,259 million, as follows:

Pre-tax impairment charges of $10,665 million recognized in 2016, include the following:
Impairment charges of $9,218 million resulting from management's plans to exit its commodity-exposed generation at CES and the anticipated cash flows over the shortened period.
The impairment of $800 million of goodwill at CES, reflecting a weak outlook for energy and capacity markets.
Impairment charges totaling $647 million resulting from management's decision to exit the Bay Shore Unit 1 generating station and Units 1-4 of the W.H. Sammis generating station.

Pre-tax impairment charges of $2,406 million recognized in 2017, include the following:
Charges of $2,045 million associated with FES' nuclear generating assets, as discussed above in "Executive Summary."
Impairment charges of $193 million as a result of the amended asset purchase agreement between AE Supply, AGC, BU Energy and a subsidiary of LS Power.
Impairment charge of $120 million resulting from AE Supply's announced intent to exit operations of the Pleasants Power Station, through either sale or deactivation by January 1, 2019.
Impairment charges totaling $41 million associated with formula-rate settlement agreements filed with FERC by MAIT and JCP&L.

Additionally, as a result of the remeasurement of accumulated deferred income taxes in conjunction with the Tax Act, FirstEnergy recognized a non-cash charge to income tax expense of $1,193 million, of which approximately $1,062 million was recognized at CES.



55




FirstEnergy’s 2017 revenues decreased $545 million as compared to the same period in 2016, resulting from a $1,020 million decrease at CES, partially offset by a $181 million increase at Regulated Transmission and a $105 million increase at Regulated Distribution.
The decrease in revenues at CES resulted from a 10 million MWH decline in contract sales at lower prices, as well as lower capacity auction prices and lower net gains on financially settled contracts, partially offset by an increase in short-term (net hourly position) transactions.
The increase isin revenues at Regulated Transmission resulted primarily attributable tofrom recovery of incremental operating expenses and a $331 millionhigher rate base at ATSI and TrAIL.
The increase in revenues at Regulated Distribution resulted from the implementation of new rates in January 2017, partially offset by lower weather-related distribution deliveries and higher customer shopping.

Operating expenses decreased $8,979 million in 2017 as compared to 2016, reflecting a decrease at CES of $8,931 million, primarily associated with the asset impairment charges discussed above, and a decrease at Regulated Distribution of $307 million, partially offset by an increase of $155 million at Regulated Transmission.
Purchased power decreased $649 million mainly due to lower volumes at CES and Regulated Distribution as well as lower capacity expense at CES.
Fuel expense decreased $283 million, mainly due to lower generation at CES associated with outages and lower economic dispatch of fossil units reflecting low wholesale spot market energy prices, as well as lower unit prices on fossil fuel contracts.
Depreciation expense decreased $175 million, mainly from a lower asset base at CES resulting from asset impairments recognized in 2016.
Other operating expenses increased $381 million, reflecting an increase of $251 million at CES, primarily associated with estimated losses on long-term coal and coal transportation contract disputes recognized in 2017 and higher non-cash mark-to-market losses on commodity contract positions. Operating expenses at Regulated Distribution increased $88 million, resulting primarily from higher operating and maintenance expenses, including increased expenses in Pennsylvania recovered through the new base distribution rates, effective January 27, 2017, and increased storm restoration costs.

Other expense increased $31 million, primarily from higher interest expense and lower capitalized financing costs.

Absent the impact from the Tax Act, discussed above, FirstEnergy’s effective tax rate on pre-tax losses for 2017 and 2016 was 35.9% and 33.1%, respectively. The change in the effective tax rate resulted primarily from the absence of 2016 charges, including $246 million of valuation allowances recorded against state and local deferred tax assets, that management believes, more likely than not, will not be realized, as well as the impairment of $800 million of goodwill, of which $433 million was non-deductible for tax purposes.

2016 compared with 2015

FirstEnergy's operating results in 2016 decreased $6,755 million as compared to 2015, primarily reflecting pre-tax impairment charges of $10,665 million recognized in 2016, as discussed above.

FirstEnergy’s 2016 revenues decreased $464 million as compared to the same period in 2015, resulting from a $835 million decrease at CES, partially offset by increases of $47 million and $98 million at Regulated Distribution and Regulated Transmission, respectively.
The decrease in revenue at CES resulted from a 15 million MWH decline in contract sales, as the segment aligned sales to its generation, as well as lower capacity revenue associated with lower capacity auction prices. The decline in contract sales volume was partially offset by higher wholesale sales and higher net gains on financially settled contracts.
The increase in revenue at Regulated Distribution primarily resulted from higher weather-related distribution deliveries and the full year impact of net rate increases implemented in 2015, partially offset by lower generation sales. Distribution deliveries increased 0.3%, or 0.4 million MWHs, reflecting higher weather-related sales.
The increase in revenue at Regulated Transmission primarily resulted from the recovery of incremental operating expenses and a higher rate base at ATSI and TrAIL, partially offset by adjustments associated with ATSI and TrAIL's annual rate filing for costs previously recovered as well as a lower ROE in 2016 at ATSI under its FERC-approved comprehensive settlement related to the implementation of its forward-looking formula rate.

Operating expenses increased $10,090 million in 2016 as compared to 2015, reflecting an increase at CES of $9,799 million, primarily associated with the asset impairment charges discussed above, and an increase at Regulated Transmission of $78 million, partially offset by a decrease of $50 million at Regulated Distribution.





56




Changes in certain operating expenses include the following:
Purchased power decreased $580 million mainly due to lower volumes at CES and Regulated Distribution and lower capacity expense at CES.
Fuel expense decreased $189 million mainly resulting from lower generation at CES associated with outages and lower economic dispatch of fossil units reflecting low wholesale spot market energy prices, as well as lower unit prices on fossil fuel contracts.
Pension and OPEB mark-to-market adjustments decreased $95 million to $147 million in 2016. The 2016 adjustment resulted from a 25 bps decrease in the discount rate used to measure benefit obligations partially offset by higher than expected asset returns and changes in certain actuarial assumptions.
Other operating expenses increased $111 million, primarily reflecting an increase at Regulated Distribution resulting from the October 2013 Harrison/Pleasants asset transfer whereby MP acquired 1,476 MWsrecognition of generation from AE Supply. Additionally, Regulated Transmission’s revenues increased $38 million, or 5%, year over year resulting from incremental cost of serviceeconomic development and rate base recovery. Partially offsetting these increases was a decreaseenergy efficiency obligations in CES revenues of approximately $209 million. As discussed above, in 2014 CES began to reduce its exposure to weather sensitive load and eliminate load obligations that do not adequately cover risk premiums. This change in strategy resulted in a 9% decrease in MWH sales compared to 2013. Going forward, CES expects to target 65 to 75 million MWHs in contract salesaccordance with a projected target portfolio mix of approximately 10 to 15 million MWHs in Governmental Aggregation sales, 0 to 10 million MWHs of POLR sales, 0 to 20 million MWHs in large commercial and industrial sales (Direct),10 to 20 million MWHs in block wholesale sales, including Structured sales, and 10 to 20 million MWHs of spot wholesale sales. The target portfolio mix of contract sales and wholesale sales is consistent with CES' expected annual generation of 80-85 million MWHs.

Operating expenses increased $677 million in 2014 as compared to 2013. This increase includes a $1.1 billion increase in FirstEnergy's Pension and OPEB mark-to-market adjustment partially offset by the absence of impairment charges on regulatory assets and long lived assets of $1.1 billion recognized in 2013. FirstEnergy immediately recognizes inPUCO's order approving the fourth quarter of each year (or when a plan is determined to qualify for re-measurement) the change in fair value of plan assets and net actuarial gains and losses. Given the decline in the current interest rate environment and its impact on discount rates and revisions to mortality assumptions extending the expected life in key demographics, FirstEnergy's Pension and OPEB mark-to-market adjustment was $835 million in 2014 versus a credit of $256 million in 2013. The 2013 impairment charges resulted from CES’s deactivation of the Hatfield and Mitchell generating units and Regulated Distribution’s impairment resulting from the Harrison/Pleasants asset transfer reducing the net book value of the Harrison plant to the amount permitted to be included in rate base.



48




Other changes in operating expenses include the following:

Lower fuel expense of $216 million, primarily reflected the deactivation of power plants in 2013 and increased outages. Fuel expense at CES and Regulated Distribution was further impacted by the October 2013 Harrison/Pleasants asset transfer.
Purchased power increased $753 million, primarily reflectingOhio Companies' ESP IV, higher CES purchases resulting from plant deactivations, increased outages and the asset transfer discussed above as well as higher unit pricing and capacity expense. The increase in unit pricing primarily resulted from the extreme weather events in the first quarter of 2014, which included the polar vortex. These weather events significantly increased the demand for electricity and natural gas throughout the PJM Region resulting in average prices for electricity nearly double the three-year average at $68 per MWH.
Other operating expenses increased $369 million primarily resulting from higher costs at Regulated Distribution associated withnetwork transmission expenses, which are deferred for future recovery with no material impact on earnings, increased vegetation management expenses in West Virginia, which are also deferred for future recovery, as well ashigher retirement benefit costs and higher operating and maintenance costs of $98 millionexpenses associated with distribution maintenance activities, storm restoration costs, and the Harrison/Pleasants asset transfer. Although CES other operating expenses were higher year over year, the increase was primarily attributable to higher transmission costs, which resulted from the extreme market conditions in the first quarter of 2014, and higher mark-to-market expenses on derivative contracts, partially offset by lower generation operatingPJM transmission costs and maintenancelower nuclear planned outage costs primarily resulting from the deactivation of generating plants and the Harrison/Pleasants asset transfer.at CES.

FirstEnergy’s other expensesOther expense decreased $121$429 million, year over year, primarily resulting fromdue to the absence of a loss on debt redemptions of $124$362 million pre-tax impairment charge associated with FEV's investment in Global Holding recognized in 2013. Higher interest expense was offset by higher investment income2015 and capitalized financing costs, which is primarily attributable to Regulated Transmission’s Energizing the Future investment plan.lower OTTI on NDT investments.

FirstEnergy’s effective tax rate on income from continuing operations was (24.6%) in 2014 compared to 34.2% in 2013. The decrease in the2016 effective tax rate was attributable33.1% on pre-tax losses as compared to several35.3% on pre-tax income in 2015. The change primarily relates to the $800 million impairment of goodwill, of which $433 million was non-deductible for tax planning initiatives executed during 2014, includingpurposes. Additionally, in 2016 $246 million of valuation allowances were recorded against deferred tax benefits associated with a change in accounting method with the IRS for costs associated with the refurbishment of meters and transformers and the expiration of the statute of limitations on uncertain state tax positions. Additionally, during 2014, FirstEnergy recognized tax benefits of $25 millionassets, that related to prior periods resulting from adjustments to its tax basis balance sheet.management believes, more likely than not, will not be realized.

Finally, in February 2014, CES sold certain hydro generating assets for $394 million and recorded an after-tax gain of approximately $78 million included in discontinued operations.
STRATEGY AND OUTLOOK

FirstEnergy owns a large and diverse mix of assets managed in an integrated model, featuring an electric distribution service area and transmission footprint that are among the largest in the nation, as well as a significant competitive generation fleet and competitive sales business. As the initiatives launched to develop the transmission business, strengthen the regulated utilities, and manage overall risk within the competitive business are implemented, 2015 is expected be a transformational year for FirstEnergy.

Regulated Transmission

FirstEnergy's strategy is focused on investments in its regulated operations. The centerpiece of this strategy is the $4.2 billion Energizing the Future investment plan. This program is focused on a large number of small projects within the existing 24,000 mile service territory that improve service to customers. The projects within the program are either regulatory required or support reliability enhancement. Regulatory required projects include those requested by PJM to support grid reliability, generator deactivations, or shale gas expansion activities. The second category of projects, those that support reliability enhancement, focus on replacing aging equipment; increasing automation, communication, and security within the system; and increasing load serving capability. In the initial years of the program, the majority of the projects are located within the ATSI system, with expectations to move east across FirstEnergy's service territory over time. FirstEnergy currently expects to fund these investments through a combination of debt and previously announced equity issuances through its stock investment plan, to the extent available, employee benefit plans, and cash. In 2015, FirstEnergy expects Regulated Transmission capital expenditures of $970 million for regulatory required and reliability enhancement projects. In total, FirstEnergy has identified approximately $15 billion in transmission investment opportunities across its system beyond the 2014-2017 period, making this a continuing and sustainable platform for investment. In the future, FirstEnergy may consider additional equity to fund these capital investments in the Regulated Transmission business.

Regulated Distribution

In the five-state service territory served by FirstEnergy’s Regulated Distribution segment, the economy has begun to recover from the recession. While residential sales have been relatively flat, commercial and industrial sales have grown consistently over the past year. The location of the Marcellus and Utica shale gas region has provided a source of this growth and distribution sales in 2015 are forecasted to increase 1% over 2014 to approximately 151 million MWHs and industrial sales through 2019 are forecasted to increase by approximately 15% from 2013 levels, about half of which are driven by shale related projects. Additionally, FirstEnergy expects to resolve all of its remaining pending rate case applications during the first half of 2015.



49




CES

FirstEnergy continues to focus on maintaining the value of its competitive business given continued challenging conditions within the PJM market. The business is projected to be self-sustaining over the next several years, with positive cash-flow over the 2015-2018 period. While it cannot predict if or when a power price recovery may occur, FirstEnergy believes it has taken appropriate action over the last several years to reposition this business for such a recovery. CES expects to sell its output through a combination of retail and wholesale sales, while maintaining 10-20 million MWHs for spot wholesale sales in order to optimize risk management and market upside opportunities.

In addition to the strategy of growing the Regulated Transmission and Regulated Distribution segments and repositioning the CES segment, FirstEnergy is also focused on improving the balance sheet over time consistent with its business profile, maintaining investment grade metrics at each business unit, and maintaining strong liquidity for an overall stable financial position.

The following represents a high level summary of assumptions and drivers that management expects will impact 2015 results of operations:

Increased CES capacity revenue resulting from higher capacity rates as well as decreased transmission expenses resulting from lower retail sales volumes.
Increased Regulated Transmission revenues resulting from a higher rate base and a forward-looking rate structure at ATSI.
Increased Regulated Distribution revenues from projected sales of approximately 151 million MWHs in 2015 versus 149.5 million MWHs in 2014 and expected base rate increases considering outcomes in the Pennsylvania and New Jersey utilities assuming the final orders in the rate cases are consistent with settlement agreements or current expectations.
Increased regulatory asset amortization for storm costs incurred by JCP&L in 2011 and 2012.
Increased depreciation and property taxes as a result of a higher rate base for the Regulated Distribution and Regulated Transmission businesses.
Increased operation and maintenance expenses resulting from higher Regulated Distribution expenses and three planned nuclear outages in 2015 verses two in 2014.
Increased net financing costs related to certain 2014 financing activities including new debt issuances at the Regulated Distribution and Regulated Transmission businesses and the refinancing of pollution control bonds at CES.
Increased pension/OPEB expense primarily impacting the Regulated Distribution and CES segments due to lower amortization of prior service credits and updated actuarial assumptions as of December 31, 2014.
An effective corporate income tax rate of 37% to 38% in 2015.
RESULTS OF OPERATIONS

The financial results discussed below include revenues and expenses from transactions among FirstEnergy’s business segments. A reconciliation of segment financial results is provided in Note 18. Segment19, "Segment Information," of the Combined Notes to Consolidated Financial Statements. Certain prior year amounts have been reclassified to conform to the current year presentation.

Net income (loss) by business segment was as follows:
    Increase (Decrease)
  2014 2013 2012 2014 vs 2013 2013 vs 2012
  (In millions, except per share amounts)
Net Income (Loss) By Business Segment:  
  
      
Regulated Distribution $465
 $501
 $540
 $(36) $(39)
Regulated Transmission 223
 214
 226
 9
 (12)
Competitive Energy Services (337) (220) 215
 (117) (435)
Corporate/Other (1)
 (52) (103) (210) 51
 107
Net Income $299
 $392
 $771
 $(93) $(379)
           
Basic Earnings Per Share:          
Continuing operations $0.51
 $0.90
 $1.81
 $(0.39) $(0.91)
Discontinued operations (Note 19) 0.20
 0.04
 0.04
 0.16
 
Earnings per basic share $0.71
 $0.94
 $1.85
 $(0.23) $(0.91)
           
Diluted Earnings Per Share:          
Continuing operations $0.51
 $0.90
 $1.80
 $(0.39) $(0.90)
Discontinued operations (Note 19) 0.20
 0.04
 0.04
 0.16
 
Earnings per diluted share $0.71
 $0.94
 $1.84
 $(0.23) $(0.90)
    Increase (Decrease)
  2017 2016 2015 2017 vs 2016 2016 vs 2015
  (In millions, except per share amounts)
Net Income (Loss) By Business Segment:  
  
      
Regulated Distribution $916
 $651
 $588
 $265
 $63
Regulated Transmission 336
 331
 328
 5
 3
Competitive Energy Services (2,641) (6,919) 89
 4,278
 (7,008)
Corporate/Other (335) (240) (427) (95) 187
Net Income (Loss) $(1,724) $(6,177) $578
 $4,453
 $(6,755)
           
           
Basic Earnings (Loss) Per Share $(3.88) $(14.49) $1.37
 $10.61
 $(15.86)
           
Diluted Earnings (Loss) Per Share $(3.88) $(14.49) $1.37
 $10.61
 $(15.86)

(1) Consists primarily of interest on stand-alone holding company debt, none-core business related activity and corporate income taxes.


5057




Summary of Results of Operations — 20142017 Compared with 20132016

Financial results for FirstEnergy’s business segments in 20142017 and 20132016 were as follows:

2014 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
2017 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
  
External  
    
  
  
  
    
  
  
Electric $8,898
 $769
 $5,281
 $(193) $14,755
 $9,559
 $1,325
 $3,063
 $(170) $13,777
Other 204
 
 189
 (99) 294
 175
 
 80
 (15) 240
Internal 
 
 819
 (819) 
 
 
 386
 (386) 
Total Revenues 9,102
 769
 6,289
 (1,111) 15,049
 9,734
 1,325
 3,529
 (571) 14,017
                    
Operating Expenses:  
  
  
  
  
  
  
  
  
  
Fuel 567
 
 1,713
 
 2,280
 493
 
 890
 
 1,383
Purchased power 3,385
 
 2,150
 (819) 4,716
 2,924
 
 656
 (386) 3,194
Other operating expenses 2,081
 139
 2,075
 (333) 3,962
 2,517
 203
 1,777
 (265) 4,232
Pension and OPEB mark-to-market 506
 2
 327
 
 835
Pension and OPEB mark-to-market adjustment 102
 
 39
 
 141
Provision for depreciation 658
 127
 387
 48
 1,220
 724
 224
 118
 72
 1,138
Amortization of regulatory assets, net 1
 11
 
 
 12
 292
 16
 
 
 308
General taxes 693
 70
 171
 28
 962
 727
 173
 99
 44
 1,043
Impairment of assets and related charges 
 41
 2,365
 
 2,406
Total Operating Expenses 7,891
 349
 6,823
 (1,076) 13,987
 7,779
 657
 5,944
 (535) 13,845
                    
Operating Income (Loss) 1,211
 420
 (534) (35) 1,062
 1,955
 668
 (2,415) (36) 172
                    
Other Income (Expense):  
  
  
  
  
  
  
  
  
  
Loss on debt redemptions 
 
 (8) 
 (8)
Investment income 56
 
 45
 (29) 72
Investment income (loss) 54
 
 81
 (37) 98
Interest expense (589) (131) (189) (164) (1,073) (535) (156) (179) (308) (1,178)
Capitalized financing costs 14
 55
 37
 12
 118
 22
 29
 27
 1
 79
Total Other Expense (519) (76) (115) (181) (891) (459) (127) (71) (344) (1,001)
                    
Income (Loss) From Continuing Operations Before Income Taxes (Benefits) 692
 344
 (649) (216) 171
Income (Loss) Before Income Taxes (Benefits) 1,496
 541
 (2,486) (380) (829)
Income taxes (benefits) 227
 121
 (226) (164) (42) 580
 205
 155
 (45) 895
Income (Loss) From Continuing Operations 465
 223
 (423) (52) 213
Discontinued Operations, net of tax 
 
 86
 
 86
Net Income (Loss) $465
 $223
 $(337) $(52) $299
 $916
 $336
 $(2,641) $(335) $(1,724)


5158




2013 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
2016 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
  
External  
    
  
  
  
    
  
  
Electric $8,499
 $731
 $5,542
 $(161) $14,611
 $9,401
 $1,144
 $3,892
 $(174) $14,263
Other 221
 
 186
 (126) 281
 228
 
 178
 (107) 299
Internal 
 
 770
 (770) 
 
 
 479
 (479) 
Total Revenues 8,720
 731
 6,498
 (1,057) 14,892
 9,629
 1,144
 4,549
 (760) 14,562
                    
Operating Expenses:  
  
  
  
  
  
  
  
  
  
Fuel 377
 
 2,119
 
 2,496
 567
 
 1,099
 
 1,666
Purchased power 3,308
 
 1,425
 (770) 3,963
 3,303
 
 1,019
 (479) 3,843
Other operating expenses 1,773
 131
 2,007
 (318) 3,593
 2,429
 154
 1,526
 (258) 3,851
Pension and OPEB mark-to-market (149) 
 (107) 
 (256)
Pension and OPEB mark-to-market adjustment 101
 1
 45
 
 147
Provision for depreciation 606
 114
 439
 43
 1,202
 676
 187
 387
 63
 1,313
Amortization of regulatory assets, net 529
 10
 
 
 539
 290
 7
 
 
 297
General taxes 697
 54
 202
 25
 978
 720
 153
 134
 35
 1,042
Impairment of long-lived assets 322
 
 473
 
 795
Impairment of assets and related charges 
 
 10,665
 
 10,665
Total Operating Expenses 7,463
 309
 6,558
 (1,020) 13,310
 8,086
 502
 14,875
 (639) 22,824
                    
Operating Income (Loss) 1,257
 422
 (60) (37) 1,582
 1,543
 642
 (10,326) (121) (8,262)
                    
Other Income (Expense):  
  
  
  
  
  
  
  
  
  
Gain (Loss) on debt redemptions 
 
 (149) 17
 (132)
Investment income 57
 
 11
 (35) 33
Investment income (loss) 49
 
 66
 (31) 84
Interest expense (543) (93) (222) (158) (1,016) (586) (158) (194) (219) (1,157)
Capitalized financing costs 31
 14
 42
 16
 103
 20
 34
 37
 12
 103
Total Other Expense (455) (79) (318) (160) (1,012) (517) (124) (91) (238) (970)
                    
Income (Loss) From Continuing Operations Before Income Taxes (Benefits) 802
 343
 (378) (197) 570
Income (Loss) Before Income Taxes (Benefits) 1,026
 518
 (10,417) (359) (9,232)
Income taxes (benefits) 301
 129
 (141) (94) 195
 375
 187
 (3,498) (119) (3,055)
Income (Loss) From Continuing Operations 501
 214
 (237) (103) 375
Discontinued Operations, net of tax 
 
 17
 
 17
Net Income (Loss) $501
 $214
 $(220) $(103) $392
 $651
 $331
 $(6,919) $(240) $(6,177)


5259




Changes Between 2014 and 2013 Financial Results
Increase (Decrease)
 Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
Changes Between 2017 and 2016 Financial Results
Increase (Decrease)
 Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
  
External  
    
  
  
  
    
  
  
Electric $399
 $38
 $(261) $(32) $144
 $158
 $181
 $(829) $4
 $(486)
Other (17) 
 3
 27
 13
 (53) 
 (98) 92
 (59)
Internal 
 
 49
 (49) 
 
 
 (93) 93
 
Total Revenues 382
 38
 (209) (54) 157
 105
 181
 (1,020) 189
 (545)
                    
Operating Expenses:  
  
  
  
  
  
  
  
  
  
Fuel 190
 
 (406) 
 (216) (74) 
 (209) 
 (283)
Purchased power 77
 
 725
 (49) 753
 (379) 
 (363) 93
 (649)
Other operating expenses 308
 8
 68
 (15) 369
 88
 49
 251
 (7) 381
Pension and OPEB mark-to-market 655
 2
 434
 
 1,091
Pension and OPEB mark-to-market adjustment 1
 (1) (6) 
 (6)
Provision for depreciation 52
 13
 (52) 5
 18
 48
 37
 (269) 9
 (175)
Amortization of regulatory assets, net (528) 1
 
 
 (527) 2
 9
 
 
 11
General taxes (4) 16
 (31) 3
 (16) 7
 20
 (35) 9
 1
Impairment of long-lived assets (322) 
 (473) 
 (795)
Impairment of assets and related charges 
 41
 (8,300) 
 (8,259)
Total Operating Expenses 428
 40
 265
 (56) 677
 (307) 155
 (8,931) 104
 (8,979)
                    
Operating Income (Loss) (46) (2) (474) 2
 (520)
Operating Income 412
 26
 7,911
 85
 8,434
                    
Other Income (Expense):  
  
  
  
  
  
  
  
  
  
Loss on debt redemptions 
 
 141
 (17) 124
Investment income (1) 
 34
 6
 39
Investment income (loss) 5
 
 15
 (6) 14
Interest expense (46) (38) 33
 (6) (57) 51
 2
 15
 (89) (21)
Capitalized financing costs (17) 41
 (5) (4) 15
 2
 (5) (10) (11) (24)
Total Other Expense (64) 3
 203
 (21) 121
Total Other Income (Expense) 58
 (3) 20
 (106) (31)
                    
Income (Loss) From Continuing Operations Before Income Taxes (Benefits) (110) 1
 (271) (19) (399)
Income (Loss) Before Income Taxes (Benefits) 470
 23
 7,931
 (21) 8,403
Income taxes (benefits) (74) (8) (85) (70) (237) 205
 18
 3,653
 74
 3,950
Income (Loss) From Continuing Operations (36) 9
 (186) 51
 (162)
Discontinued Operations, net of tax 
 
 69
 
 69
Net Income (Loss) $(36) $9
 $(117) $51
 $(93) $265
 $5
 $4,278
 $(95) $4,453



5360




Regulated Distribution — 20142017 Compared with 20132016

Regulated Distribution's net income decreased $36operating results increased $265 million in 20142017, as compared to 2013. Regulated Distribution's Pension2016, primarily reflecting the implementation of approved rates in Ohio, Pennsylvania and OPEB mark-to-market adjustment increased $655New Jersey, and the absence of a $51 million which wasregulatory charge recognized in 2016 resulting from the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' ESP IV, partially offset by a reduction in regulatory asset impairment charges$30 million non-cash charge to Income tax expense as a result of $305 millionthe Tax Act and an impairment on long-lived assets of $322 million incurred in 2013. Excluding the impact of these charges, year over year earnings were impacted by higher distribution operating and maintenance costs, including the impact of higher benefit costs, higher depreciation and property taxes, and higher interest expense from debt issuances. These items were partially offset by slightly higher distribution deliveries, higher earnings associated with the October 2013 Harrison/Pleasants asset transfer, and a lower effective tax rate.weather-related customer usage, as further described below.

Revenues —

The $382$105 millionincrease in total revenues resulted from the following sources:

 For the Years Ended December 31, Increase For the Years Ended December 31 Increase
Revenues by Type of Service 2014 2013 (Decrease) 2017 2016 (Decrease)
 (In millions) (In millions)
Distribution services $3,694
 $3,762
 $(68) $5,323
 $4,721
 $602
            
Generation sales:            
Retail 4,043
 3,959
 84
 3,767
 4,183
 (416)
Wholesale 661

330

331
 469

497

(28)
Total generation sales 4,704
 4,289
 415
 4,236
 4,680
 (444)
            
Transmission 500
 448
 52
Other 204

221

(17) 175

228

(53)
Total Revenues $9,102
 $8,720
 $382
 $9,734
 $9,629
 $105

The decrease in distributionDistribution services revenue isrevenues increased $602 million primarily related to a decrease in revenuesresulting from the ME and PN NUG riders as a resultimplementation of the expiration of certain NUG contractsDMR in 2013Ohio, effective January 1, 2017, approved base distribution rate increases in Pennsylvania and a rider rate decreaseNew Jersey, effective January 27, 2017, and January 1, 2017, respectively, and higher revenue from the DCR in Ohio. Additionally, distribution revenues were impacted by higher rates associated with the recovery of energy efficiency and other customer programdeferred costs for the Pennsylvania Companies. This was partially offset by higher electric distribution MWH deliveries of 1.1% as described below, rate increases for the Ohio Companies associated with energy efficiency performance shared savings and the DCR, and higher revenues for the Pennsylvania Companies associated with the recoveryimplementation of Smart Meter program costs. Certain Ohiocertain energy efficiency programs permit the Ohio Companies to bill and collect shared savings revenues if energy efficiency programs meet or exceed the state mandates. Additionally, the DCR provides for cost of service andin Ohio. Partially offsetting these rate base recovery associated with incremental distribution plant investmentsincreases was a decline in Ohio.MWH deliveries, primarily resulting from lower weather-related usage, as described below. Distribution deliveries by customer class are summarized in the following table:

 For the Years Ended December 31,   For the Years Ended December 31 Increase
Electric Distribution MWH Deliveries 2014 2013 Increase 2017 2016 (Decrease)
 (In thousands)   (In thousands)  
Residential 54,766
 54,479
 0.5% 52,048
 54,840
 (5.1)%
Commercial 42,988
 42,582
 1.0% 41,789
 43,340
 (3.6)%
Industrial 51,213
 50,243
 1.9% 51,307
 50,082
 2.4 %
Other 586
 584
 0.3% 572
 579
 (1.2)%
Total Electric Distribution MWH Deliveries 149,553
 147,888
 1.1% 145,716
 148,841
 (2.1)%

HigherLower distribution deliveries to residential and commercial customers primarily reflect increasedlower weather-related usage resulting from heating degree days that were 7% above 2013,4% below 2016, and 9% above11% below normal partially offset byas well as cooling degree days that were 15%19% below 2013,2016, but 8% above normal. Deliveries to industrial customers increased reflecting higher shale and 12% below normal. Increased deliveries to commercial customers reflect improving economic conditions across FirstEnergy's service territories. In the industrial sector, increased sales to steel automotive and shale gas customers were partially offset by lower sales to chemical and paper customers. Distribution deliveries in 2015 are expected to increase to approximately 151 million MWHs primarily reflecting an increase in the industrial sector resulting from shale gas related activity and remain flat in both the commercial and residential sectors as compared to 2014 levels.customer usage.



5461




The following table summarizes the price and volume factors contributing to the $415$444 millionincrease decrease in generation revenues in 20142017, as compared to 2013:2016:
Source of Change in Generation Revenues Increase Increase (Decrease)
 (In millions) (In millions)
Retail:  
  
Effect of increase in sales volumes $14
Effect of decrease in sales volumes $(250)
Change in prices 70
 (166)
 84
 (416)
Wholesale:    
Effect of increase in sales volumes 166
 15
Change in prices 79
 (30)
Capacity revenue 86
 (13)
 331
 (28)
Increase in Generation Revenues $415
Decrease in Generation Revenues $(444)

The increasedecrease in retail generation sales volumevolumes was primarily due to increased customer shopping in Ohio, Pennsylvania and New Jersey, as well as lower weather-related usage, as described above,above. Total generation provided by alternative suppliers as a percentage of total MWH deliveries increased to 86% from 83% for the Ohio Companies, to 68% from 67% for the Pennsylvania Companies and improving economic conditions, partially offset by increased customer shopping in Pennsylvania.to 52% from 51% for JCP&L. The increasedecrease in retail generation prices reflects higherprimarily resulted from lower default service auction prices in Ohio, Pennsylvania PTCand New Jersey.

Wholesale generation revenues decreased $28 million in 2017, as compared to 2016, primarily due to lower spot market energy prices the completion of marginal transmission loss refunds to ME and PN customers in the second quarter of 2013 and a higher generation rate at WP, which includes the recovery of transmission costs effective June 2013. Additionally, the impact on retail generation prices of MP's Temporary Transaction Surcharge (TTS) associated with the October 2013 Harrison/Pleasants asset transfer wascapacity revenue, partially offset by a rate reduction associated with the recovery of deferred energy costs. As part of the TTS, MP earns a return on and of the Harrison plant costs.

The increase inhigher wholesale generation revenues of $331 million in 2014 resulted from increased volume and energy prices associated with market conditions related to extreme weather events in January 2014 and increased capacity revenue related to the October 2013 Harrison/Pleasants asset transfer whereby MP acquired from AE Supply 1,476 MWs of net capacity. During January 2014, unprecedented customer demand associated with prolonged periods of bitterly cold temperatures and unit unavailability across the PJM footprint resulted in severe market price volatility for electricity and natural gas throughout PJM. Eight of the ten highest winter demands for electricity on the PJM system occurred in January 2014.sales. The difference between current wholesale generation revenues primarily associated with MP's regulated generation, and certain energy costs areis deferred for future recovery or refund, with no material impact to earnings.

The increase in transmission revenues of $52 million reflects higher PJM revenues at MP associated with market conditions related to extreme weather events described above and an increase in the Ohio Companies' NMB transmission rider revenues, partially offset by the termination of WP's network transmission rider effective June 2013 as discussed above. Network transmission costs are now recovered through WP's generation rate.

Other revenues decreased $17$53 million, primarily duerelated to less customer requested workthe absence of a $29 million gain on the sale of oil and gas rights at WP recognized in 2014 compared to 2013.2016 as well as $20 million in lower transition cost recovery revenues in New Jersey.

Operating Expenses —

Total operating expenses increased $428decreased $307 million primarily due to the following:

Fuel expense decreased $74 million in 2017, as compared to 2016, primarily related to lower unit costs.

Purchased power costs decreased $379 million in 2017, as compared to 2016, primarily due to decreased volumes, as described above, as well as lower default service auction prices.
 Source of Change in Purchased Power Increase (Decrease)
 
   (In millions)
 Purchases from non-affiliates:  
 Change due to decreased unit costs $(147)
 Change due to decreased volumes (151)
   (298)
 Purchases from affiliates:  
 Change due to decreased unit costs (26)
 Change due to decreased volumes (67)
   (93)
 Capacity expense 12
 Decrease in Purchased Power Costs $(379)


Fuel expense was $190 million higher in 2014 primarily related to increased generation as a result of the October 2013 Harrison/Pleasants asset transfer.

Purchased power costs were $77 million higher in 2014 primarily due to increased unit prices and capacity expense reflecting higher auction clearing prices, partially offset by a decrease in purchased volumes required.


5562




 Source of Change in Purchased Power Increase(Decrease)
 
   (In millions)
 Purchases from non-affiliates:  
 Change due to increased unit costs $127
 Change due to decreased volumes (134)
   (7)
 Purchases from affiliates:  
 Change due to increased unit costs 39
 Change due to increased volumes 2
   41
 Capacity expense 58
 Increase in costs deferred (15)
 Increase in Purchased Power Costs $77

Other operating expenses increased $308$88 million primarily due to:

Higher network transmission expenses of $130 million primarily due to PJM transmission costs associated with higher congestion rates at MP as a result of market conditions related to extreme weather events in January 2014 and higher PJM transmission costs resulting from the October 2013 Harrison/Pleasants asset transfer.$35 million. The differencesdifference between current transmission revenues and transmission costs incurred are deferred for future recovery or refund, resulting in no material impact on current period earnings;
Higher operating and maintenance expenses of $64 million, including increased expenses in Pennsylvania recovered through the new base distribution rates, effective January 27, 2017, and increased storm restoration costs, which were deferred for future recovery, resulting in no material impact on current period earnings.

earnings;
Higher distribution operating and maintenanceenergy efficiency program expenses of $75$45 million in Ohio, which were recovered through higher distribution rider revenues; partially offset by,
Lower regulatory costs of $51 million resulting from higher maintenance activitiesthe absence of economic development and storm related restoration expenses, including $26 million of storm expenses deferred for future recovery.energy efficiency obligations recognized in 2016 in accordance with the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' ESP IV.

Higher vegetation managementDepreciation expenses in West Virginia of $33increased $48 million which were deferred for future recovery per authorization of the WVPSC.

Higher retirement benefit costs of $33 million primarily reflecting higher net periodic benefit costs before the pension and OPEB mark-to-market adjustments discussed below.

Increased regulated generation operating and maintenance expenses of $23 million, reflecting increased costs associated with the October 2013 Harrison/Pleasant asset transfer and a planned outage at Fort Martin.

Pension and OPEB mark-to-market adjustments increased $655 million, primarily reflecting a lower discount rate and revisions to mortality assumptions extending the expected life in key demographics used to measure related obligations in 2014.
Depreciation expense increased $52 million due to a higher asset base including $22 million at MP associated with the October 2013 Harrison/Pleasants asset transfer.

Net regulatory asset amortization decreased $528 million primarily due to:

Impairment charges on regulatory assets of $305 million associated with the recovery of marginal transmission losses at ME and PN ($254 million) and the recovery of RECs for the Ohio Companies ($51 million) that occurredas well as increased rates in 2013,
Decreased energy efficiency amortization reflecting a rate decrease associated with certain programs for the Pennsylvania Companies ($67 million),
Lower default generation service and NUG cost recovery in Pennsylvania ($48 million),
Increased deferral of West Virginia vegetation management expenses ($33 million) and customer refunds associated with the gain on the Pleasants plant resulting from the October 2013 Harrison/Pleasants asset transfer ($36 million), and
Higher storm cost deferrals ($26 million).

General taxes decreased $4 million primarily due to lower revenue-related taxes, partially offset by higher property taxes and an increase in the West Virginia business and occupation tax as a result of the October 2013 Harrison/Pleasants asset transfer.



56




The 2013 impairment of long-lived assets of $322 million reflects MP's charge to reduce the net book value of the Harrison plant to the amount permitted to be included in rate base as part of the October 2013 Harrison/Pleasants asset transfer.Pennsylvania.

Other Expense —

OtherTotal other expense increased $64decreased $58 million in 20142017, as compared to 2016, primarily duerelated to higherlower interest expense at MP resulting from newvarious debt issuances of $580 million associated with the financing of the October 2013 Harrison/Pleasants asset transfer, a new debt issuance of $500 million in August 2013maturities at JCP&L, CEI and lower capitalized financing costs related primarily to a decrease in the rate used for borrowed funds.OE.

Income Taxes —

Regulated Distribution’s effective tax rate was 32.8%38.8% and 37.5%36.5% for 20142017 and 2013,2016, respectively. The decrease in the effective tax rateincrease primarily resulted from changesa $30 million charge to Income tax expense as a result of the remeasurement of accumulated deferred income taxes in state apportionment factors, an increase in state flow through income tax benefits and other realized tax benefits. In 2015,conjunction with the Regulated Distribution segment anticipates an effective tax rate of approximately 37% to 38%.Tax Act.

Regulated Transmission — 20142017 Compared with 20132016

Net incomeRegulated Transmission's operating results increased $9$5 million in 20142017, as compared to 2013. Higher Transmission revenues2016, primarily resulting from the impact of a higher rate base at ATSI and capitalized financing costs associated with Regulated Transmission's Energizing the Future investment plan wereTrAIL partially offset by higher operating costs and interest expense.a pre-tax impairment charge of $41 million, as discussed below.

Revenues —

Total revenues increased $38$181 million principally in 2017, as compared to 2016, primarily due to recovery of incremental operating expenses and a higher revenue requirementsrate base at ATSI and TrAIL, reflecting incremental costand the implementation of servicenew rates at MAIT and rate base recovery resulting from their annual rate filings effective June 2013 and June 2014.JCP&L, as further discussed below under "FERC Matters."

Revenues by transmission asset owner are shown in the following table:
 For the Years Ended December 31, Increase For the Years Ended December 31 Increase
Revenues by Transmission Asset Owner 2014 2013 (Decrease) 2017 2016 (Decrease)
 (In millions) (In millions)
ATSI $242
 $209
 $33
 $657
 $540
 $117
TrAIL 214
 207
 7
 282
 252
 30
PATH 13
 20
 (7)
Utilities 300
 295
 5
MAIT(1)
 110
 101
 9
JCP&L 125
 91
 34
Other 151
 160
 (9)
Total Revenues $769
 $731
 $38
 $1,325
 $1,144
 $181
(1) Revenues prior to January 31, 2017, represent transmission revenues under stated rates at ME and PN.

Operating Expenses —

Total operating expenses increased $40$155 million in 2017, as compared to 2016, principally due to higher operating and maintenance expenses, as well as higher property taxes and depreciation and other operating expenses.

Other Expenses —

Total other expenses decreased $3 million principallyexpense due to a higher capitalized financing costsasset base. Additionally, as a result of settlement agreements filed with FERC regarding the transmission rates for MAIT and JCP&L, a pre-tax impairment charge of $41 million related to increased construction workwas recognized in progress balances associated with the Energizing the Future investment plan, partially offset by increased interest expense resulting from new debt issuances of $1.0 billion2017. The settlement agreements are currently pending at FET and $400 million at ATSI.FERC.



63




Income Taxes —

Regulated Transmission’s effective tax rate was 35.2%37.9% and 37.6%36.1% for 20142017 and 2013,2016, respectively. The decrease in the effective tax rate primarilyincrease resulted from an increasea $6 million charge to Income tax expense as a result of the remeasurement of accumulated deferred income taxes in AFUDC equity flow through. In 2015,conjunction with the Regulated Transmission segment anticipates an effective tax rate of approximately 37% to 38%.Tax Act.

CES — 20142017 Compared with 20132016

Operating results decreased $117increased $4,278 million in 20142017, as compared to 2013. Lower2016, primarily due to lower asset impairment and plant exit costs, as discussed in "Financial Overview," above, and lower depreciation expense, partially offset by a charge to Income tax expense of $1,062 million as a result of the Tax Act, pre-tax charges of $473$318 million associated with the deactivation of the Hatfield and Mitchell generating units and lowerestimated losses on debt redemptions of $141 million were partially offset withlong-term coal and coal transportation contract disputes, as discussed in "Outlook - Environmental Matters" below, higher Pensionnon-cash mark-to-market losses on commodity contract positions, lower capacity revenue, and OPEB mark-to-market adjustments of $434 million. Excluding the impact of these changes, year over year earnings were impacted by lower sales volumes, reflecting CES’ change in selling efforts discussed below and an increase in costs incurred to serve contract sales due to extreme market conditions in January 2014.  Partially offsetting these items were lower operating expenses due to lower retail-related costs, lower generation costs resulting from plant deactivations and asset


57




transfers, and higher capacity revenues from higher auction prices. Additionally, operating results were impacted by a $78 million after-tax gain on the sale of certain hydro facilities in February 2014.sales.

Revenues —

Total revenues decreased $209$1,020 million in 2014,2017, as compared to 2013,2016, primarily due to decreasedlower capacity auction prices, lower contract sales volumes in the Directat lower prices, and Governmental Aggregation sales channels,lower net gains on financially settled contracts, partially offset by higher volumean increase in the Structured Sales channel. Revenues were also impacted by higher unit pricesshort-term (net hourly position) transactions, as a result of increased channel pricing and ancillary pass through revenues associated with PJM expenses incurred in January 2014 as well as higher capacity revenues, asfurther described below.

The decrease in total revenues resulted from the following sources:

 For the Years Ended December 31, Increase (Decrease) For the Years Ended December 31 (Decrease)
Revenues by Type of Service 2014 2013  2017 2016 
 (In millions) (In millions)
Contract Sales:            
Direct $2,359
 $2,913
 $(554) $735
 $812
 $(77)
Governmental Aggregation 1,184
 1,185
 (1) 396
 814
 (418)
Mass Market 452
 448
 4
 127
 169
 (42)
POLR 902
 858
 44
 504
 583
 (79)
Structured Sales 522
 421
 101
 346
 463
 (117)
Total Contract Sales 5,419
 5,825
 (406) 2,108
 2,841
 (733)
Wholesale 461
 343
 118
 1,300
 1,457
 (157)
Transmission 220
 144
 76
 41
 73
 (32)
Other 189
 186
 3
 80
 178
 (98)
Total Revenues $6,289
 $6,498
 $(209) $3,529
 $4,549
 $(1,020)
            

 For the Years Ended December 31, Increase (Decrease) For the Years Ended December 31 Increase (Decrease)
MWH Sales by Channel 2014 2013  2017 2016 
 (In thousands)   (In thousands)  
Contract Sales:            
Direct 44,012
 56,145
 (21.6)% 15,157
 15,310
 (1.0)%
Governmental Aggregation 19,569
 20,859
 (6.2)% 7,431
 13,730
 (45.9)%
Mass Market 6,773
 6,761
 0.2 % 1,867
 2,431
 (23.2)%
POLR 15,708
 15,758
 (0.3)% 9,140
 9,969
 (8.3)%
Structured Sales 12,814
 9,047
 41.6 % 8,972
 11,414
 (21.4)%
Total Contract Sales 98,876
 108,570
 (8.9)% 42,567
 52,854
 (19.5)%
Wholesale 680
 1,250
 (45.6)% 22,492
 15,201
 48.0 %
Total MWH Sales 99,556
 109,820
 (9.3)% 65,059
 68,055
 (4.4)%
            

As discussed above, in 2014, CES began to reduce its exposure to weather-sensitive loads and eliminate load obligations that do not adequately cover risk premiums. As part of this, CES eliminated future selling efforts in certain sales channels, such as Mass Market, medium commercial-industrial and select large commercial-industrial (Direct), to focus on a selective mix of retail sales channels, wholesale sales that hedge generation more effectively, and maintain a small open position to take advantage of market upside opportunities resulting from volatility similar to that experienced in the first quarter of 2014 as further discussed below. Support for current customers in the channels to be exited will remain through their respective contract terms.



5864




The following tables summarize the price and volume factors contributing to changes in revenues:
 Source of Change in Revenues Source of Change in Revenues
 Increase (Decrease) Increase (Decrease)
MWH Sales Channel:  Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total  Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total
 (In millions) (In millions)
Direct $(629) $75
 $
 $
 $(554) $(8) $(69) $
 $
 $(77)
Governmental Aggregation (73) 72
 
 
 (1) (373) (45) 
 
 (418)
Mass Market 1
 3
 
 
 4
 (40) (2) 
 
 (42)
POLR (3) 47
 
 
 44
 (49) (30) 
 
 (79)
Structured Sales 176
 (75) 
 
 101
 (101) (16) 
 
 (117)
Wholesale (17) 
 (21) 156
 118
 202
 23
 (156) (226) (157)
     
Lower sales volumes in the Governmental Aggregation channel primarily reflects the termination of an FES customer contract in 2016. The Direct, Governmental Aggregation and Mass Market customer base was 2.1approximately 900,000 as of December 31, 2017, compared to 1.1 million as of December 31, 2014, compared to 2.7 million as of December 31, 2013, reflecting the segment's efforts to reposition its sales portfolio to more effectively hedge its generation as discussed above. Additionally, although2016. Although unit pricing was higher year over yearlower year-over-year in the Direct, Governmental Aggregation and Mass Market channels, noted above, the increasedecrease was primarily attributable to higherlower capacity expenserates, as discussed below, which is a component of the retail price. The increase associated with capacity was partially offset by lower energy pricing built into the retail product at the time customers were acquired for 2014 sales. Beginning in the fourth quarter of 2011, when there was a significant decline in energy prices, CES’ 2014 retail sales position was approximately 30% committed, whereas its 2013 retail sales position was approximately 60% committed, resulting in a greater proportion of 2014 sales and unit prices being impacted by the decline in the energy prices. Additionally, higher Direct unit prices were impacted by approximately $33 million of ancillary pass through revenues associated with PJM expenses incurred in January 2014.
 
During January 2014, given higher customer usage associated with extreme weather conditionsThe decrease in POLR revenue of $79 million was primarily due to both lower volumes and lower unit unavailability, including the Beaver Valley Unit 1 outage, CES (including FES) was required to purchase higher volumes of power. These extreme weather events, which included the polar vortex, caused an increase in the demand for electricity and natural gas throughout the PJM Region. Average prices during first quarter 2014 were nearly $68 per MWH, or double the three-year average of about $34 per MWH. Furthermore, prices during the 10 highest-price, most volatile days in the first quarter where the average round-the-clock day-ahead price at AD Hub was between $100 and $500 per MWH and more specifically on January 7, 2014, when real-time prices exceeded $1,800 per MWH significantly impacted the results. Increased customer demand that was unhedged and replacement power requirementsprices. Structured revenue decreased $117 million, primarily due to the timingimpact of unplanned outageslower market prices and derates contributed to purchasing additional volumes at these higher prices. Furthermore, in order to maintain system reliability, PJM incurred higher ancillary service costs, such as synchronous and operating reserves, throughout these extreme conditions. Approximately $800 million in ancillary service charges for the month of January 2014 were billed to all LSEs serving customers throughout the PJM Region based on load served, including FES. Certain of these costs are considered a "pass-through" event under existing contracts and were billed to commercial and industrial customers in 2014.lower structured transaction volumes.

The increase in POLRWholesale revenues of $44decreased $157 million, was due to higher rates associated with the capacity expense component of the rate discussed above, partially offset by lower sales volumes. The increase in Structured Sales revenues of $101 million was due to higher sales volumes, partially offset by lower unit prices primarily due to market conditions related to extreme weather events in January 2014 that reduced the gains on various structured financial sales contracts.

Wholesale revenues increased $118 million primarily due to an increasea decrease in capacity revenue from higherlower capacity auction prices and lower net gains on financially settled contracts, partially offset by a decreasean increase in short-term (net hourly positions) transactions. The decrease in Wholesale sales volumes was due to lower generation available to sell primarily as a result of the Harrison/Pleasants asset transfer and the deactivation of certain power plants in 2013. Capacity revenue is expected to increase in 2015 due to the results of the 2015/2016 PJM BRA, and decrease in the years shortly thereafter. The following tables summarize the PJM BRA capacity clearing prices by planning year and BRA capacity revenue by calendar year, excluding the impact, if any, of future incremental auctions or other future capacity transactions.
Planning Year - June 1 through May 31
$/MWD2013 - 20142014 - 20152015 - 20162016 - 20172017 - 2018
RTO$28$126$136$59$120
MAAC$226$136$167$119$120
ATSI$28$126$357$114$120



59




CES PJM BRA Capacity Revenue by Zone ($ Millions)
 2014201520162017
ATSI$180$645$480$175
RTO$150$235$145$145
MAAC$5$5$5$5
EMAAC$5$5$5$5
CES *$340$890$635$330
* Revenue associated with FES is approximately $245, $743, $545, and $245 in 2014 - 2017, respectively. Additionally CES (and FES) have available capacity that can be offered into future incremental auctions of 2,765 MW and 2,455 MW for the 2016/2017 and 2017/2018 PJM planning years, respectively.position) transactions at higher market prices.

Transmission revenue increased $76decreased $32 million, primarily due to higherlower congestion revenue driven byassociated with less volatile market conditions related to extreme weather events in the first quarter 2014, as discussed above.conditions.

Other revenue increased $3decreased $98 million, in 2014 as comparedprimarily due to 2013 as higherlower lease revenues from additional repurchased equity interests in affiliated sale and leasebacks since 2013 was partially offset bythe expiration of a $17 million pre-tax gain recognized in 2013 on the sale of property to a regulated affiliate.nuclear sale-leaseback agreement. CES earnsearned lease revenue associated with the lessor equity interests it has purchased.had purchased in sale-leaseback transactions, one of which expired in June 2017 and another in May 2016.

Operating Expenses —

Total operating expenses increased $265decreased $8,931 million in 20142017 due to the following:

Fuel costs decreased $406$209 million, primarily due to lower generation volumes resulting from the October 2013 Harrison/Pleasants asset transfer, the deactivationabsence of certain power plants in 2013 and increased outages as compared to the same period of 2013. Higher unit prices, primarily driven by increased peaking generation, was partially offset by the suspension of the DOE nuclear disposal fee, which was effective May 2014. Additionally, fuel costs were impacted by an increaseapproximately $58 million in settlement and termination costs related toon coal and transportation contracts. Terminations and settlementscontracts recognized in 2016, as well as lower generation associated with damages on coaloutages and transportation contracts were approximately $166 million and $128 million in 2014 and 2013, respectively. Excluding the impacteconomic dispatch of termination and settlement costs, if any, which cannot be estimated,fossil units resulting from low wholesale spot market energy prices, as discussed above, partially offset by higher unit prices are expected to decrease in 2015 as a result of lower expected peaking generation and a full-year benefit of the suspended DOE spent nuclear fuel fee.
costs.

Purchased power costs increased $725decreased $363 million primarily due to higher volumeslower capacity expenses ($252 million), increased unit prices ($565271 million) and higher capacity expenseslower unit costs ($311126 million), partially offset by lower losses on financially settled contractshigher volumes ($40334 million). Higher purchased volumes were primarily due to lower available generation due to outages, the October 2013 Harrison/Pleasants asset transfer and the deactivation of certain power plants in 2013, partially offset by lower contract sales as described above. The increase in unit prices was primarily a result of market conditions related to extreme weather events in January 2014, partially offset by lower losses on financially settled contracts. The increasedecrease in capacity expense, which is a component of the segment 'sCES' retail price, was primarily the result of higherlower contract sales and lower capacity rates associated with the segment'sCES' retail sales obligations. Due to the changeLower unit costs primarily resulted from lower wholesale spot market prices, as discussed above.

Charges of $318 million associated with estimated losses on long-term coal and coal transportation contract disputes was recognized in CES' selling efforts resulting2017, as discussed in lower expected MWH sales, purchased power volumes are expected to decrease in future periods. However, while lower MWH sales in 2015 will reduce capacity expense, higher capacity prices will result in higher capacity expense in 2015."Outlook - Environmental Matters" below.

Fossil operating costsand maintenance expenses decreased $73$18 million, primarily due to lower contractor, laboroutage costs.

Nuclear operating and materials and equipment costs resulting from previously deactivated units and the October 2013 Harrison/Pleasants asset transfer. Fossil operatingmaintenance expenses are expected to decreaseincreased $14 million, primarily as a result of the scheduled deactivation of certain unitshigher employee benefit costs, partially offset by April 2015.lower refueling outage costs.
Nuclear operating
Retirement benefit costs increased $6 million as a result of higher labor, contractor, materials and equipment costs. There were two refueling outages in each of 2014 and 2013, however, the duration of the outages in 2014 exceeded the prior year. Nuclear operating costs are expected to increase in 2015 as a result of three planned refueling outages.decreased $14 million.

Transmission expenses decreased $60 million, primarily due to lower contract sales volumes.


65




Other operating expenses increased $80$11 million, primarily due to higher operating reserve and market-based ancillary costsnon-cash mark-to-market losses on commodity contract positions, partially offset by the absence of a termination charge recognized in 2016 associated with market conditions related to extreme weather events in January 2014, of which a portion were passed through to commercialan FES Governmental Aggregation customer contract and industrial customers, as discussed above. Additionally, effective June 1, 2013, network expenses associated with POLR sales in Pennsylvania became the responsibility of suppliers. Transmission expenses are expected to continue to decreaselower lease expense as a result of the changeexpiration of a nuclear sale-leaseback agreement.
Depreciation expense decreased $269 million, primarily due to a lower asset base resulting from asset impairments recognized in selling efforts discussed above.2016, partially offset by the absence of an out-of-period adjustment to reduce the depreciation of a hydroelectric generating station in the third quarter of 2016.
General taxes decreased $31$35 million, primarily due to lower property taxes and reduced gross receipts taxes resulting from reducedassociated with lower retail sales volumes, lower payroll taxes as a resultvolumes.
Impairment of lower labor costs noted above, lower property taxes due to the October 2013 Harrison/Pleasants asset transfer,assets and reduced Ohio personal property taxes.
Impairments of long-lived assetsrelated charges decreased $473 million due to the impairment of two unregulated, coal-fired generating plants in the second quarter of 2013. The units were deactivated in October of 2013.


60




Depreciation expense decreased $52 million primarily due to a reduction in the asset base as a result of the plant deactivations and the October 2013 Harrison/Pleasants asset transfer noted above. Although depreciation expense decreased in 2014, it is expected to increase in future periods as a result of higher capital expenditures for projects such as MATS compliance and the Davis-Besse steam generator replacement completed in mid-2014.
Pension and OPEB mark-to-market adjustments increased $434 million primarily reflecting a lower discount rate and revisions to mortality assumptions extending the expected life in key demographics used to measure related obligations in 2014.
Other operating expenses increased $55$8,300 million, primarily due to an increasethe absence of impairments recognized in mark-to-market expenses on commodity contract positions,2016 related to goodwill and an impairment of deferred advertising costs of $23 million associated with the elimination of future selling effortscompetitive generation assets primarily resulting from the strategic review announced in the Mass Market and certain Direct sales channels,November 2016, partially offset by lower retailthe impairments recognized in 2017 related to the nuclear generating assets and marketing related costs. Retail and marketing related costs are expected to continue to decreasethe Pleasants Power Station, as a result of the changediscussed further in selling efforts, as discussed"Executive Summary," above.

Other Expense —

Total other expense decreased $20 million in 2014 decreased $203 million2017, as compared to 20132016, primarily due to the absence of a $141 million losslower OTTI on debt redemptions in connection with senior notes that were repurchased in 2013, higher investment income primarily on the NDT investments lower OTTI and lower net interest expense of $28 million due to debt redemptions.financing costs resulting from PCRB repurchases by FG and NG in 2017 and 2016.

Income Tax BenefitsTaxes (Benefits)

Absent the impact from the Tax Act, discussed above, CES' effective tax rate on pre-tax losses for 2017 and 2016 was 34.8%36.5% and 37.3% for 2014 and 2013,33.6%, respectively. The decreasechange in the effective tax rate whichyear-over-year resulted in a lower tax benefit on pre-tax losses, primarily resulted from changes in state apportionment factors and higherthe absence of 2016 charges, including $246 million of valuation allowances on certain NOL carryforwards. In 2015, CES anticipates an effectiverecorded against state and local deferred tax rateassets, that management believes, more likely than not, will not be realized, as well as the impairment of approximately 37% to 38%.$800 million of goodwill recognized in 2016, of which $433 million was non-deductible for tax purposes.

Discontinued Operations —

Discontinued operations increased $69 million in 2014 compared to the same period of last year primarily due to a pre-tax gain of approximately $142 million ($78 million after-tax) associated with the sale of hydro assets in February 2014.
Corporate/Other — 20142017 Compared with 20132016

Financial results from the Corporate/Other operating segment and reconciling adjustments resulted in a $51$95 million increasedecrease in net incomeconsolidated earnings in 20142017, as compared to 20132016, primarily dueassociated with higher interest expense and a charge to higherIncome tax benefits, partially offset by $17 millionexpense as a result of gains on debt redemptionsthe remeasurement of accumulated deferred income taxes in 2013. The higher tax benefits primarilyconjunction with the Tax Act. Higher interest expense resulted from an IRS approved changethe issuance of $3 billion of senior notes in accounting method that increased the tax basis of certain assets resulting in higher future tax deductions, and the resolution of state tax benefits resulting from the expiration of the statute of limitation on certain state tax positions. Additional income tax benefits of $24.5 million were recognized in 2014 that relate to prior periods. The out-of-period adjustment primarily related to the correction of amounts included on FirstEnergy's tax basis balance sheet. Management has determined that these adjustments are not material to the current or any prior period. The 2013 effective tax rate benefited from reductions to valuation allowances against state NOL carryforwards, as well as changes in state apportionment factors, which reduced deferred tax liabilities. FirstEnergy anticipates a tax rate of approximately 36% to 37% in 2015.June 2017.


6166




Summary of Results of Operations — 20132016 Compared with 20122015

Financial results for FirstEnergy’s business segments in 20132016 and 20122015 were as follows:

2013 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
2016 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
  
External  
    
  
  
  
    
  
  
Electric $8,499
 $731
 $5,542
 $(161) $14,611
 $9,401
 $1,144
 $3,892
 $(174) $14,263
Other 221
 
 186
 (126) 281
 228
 
 178
 (107) 299
Internal 
 
 770
 (770) 
 
 
 479
 (479) 
Total Revenues 8,720
 731
 6,498
 (1,057) 14,892
 9,629
 1,144
 4,549
 (760) 14,562
                    
Operating Expenses:  
  
  
  
  
  
  
  
  
  
Fuel 377
 
 2,119
 
 2,496
 567
 
 1,099
 
 1,666
Purchased power 3,308
 
 1,425
 (770) 3,963
 3,303
 
 1,019
 (479) 3,843
Other operating expenses 1,773
 131
 2,007
 (318) 3,593
 2,429
 154
 1,526
 (258) 3,851
Pension and OPEB mark-to-market (149) 
 (107) 
 (256)
Pension and OPEB mark-to-market adjustment 101
 1
 45
 
 147
Provision for depreciation 606
 114
 439
 43
 1,202
 676
 187
 387
 63
 1,313
Amortization of regulatory assets, net 529
 10
 
 
 539
 290
 7
 
 
 297
General taxes 697
 54
 202
 25
 978
 720
 153
 134
 35
 1,042
Impairment of long-lived assets 322
 
 473
 
 795
Impairment of assets and related charges 
 
 10,665
 
 10,665
Total Operating Expenses 7,463
 309
 6,558
 (1,020) 13,310
 8,086
 502
 14,875
 (639) 22,824
                    
Operating Income (loss) 1,257
 422
 (60) (37) 1,582
Operating Income (Loss) 1,543
 642
 (10,326) (121) (8,262)
                    
Other Income (Expense):  
  
  
  
  
  
  
  
  
  
Gain (Loss) on debt redemptions 
 
 (149) 17
 (132)
Investment income 57
 
 11
 (35) 33
Investment income (loss) 49
 
 66
 (31) 84
Impairment of equity method investment 
 
 
 
 
Interest expense (543) (93) (222) (158) (1,016) (586) (158) (194) (219) (1,157)
Capitalized interest 31
 14
 42
 16
 103
Capitalized financing costs 20
 34
 37
 12
 103
Total Other Expense (455) (79) (318) (160) (1,012) (517) (124) (91) (238) (970)
                    
Income (Loss) From Continuing Operations Before Income Taxes (Benefits) 802
 343
 (378) (197) 570
Income (Loss) Before Income Taxes (Benefits) 1,026
 518
 (10,417) (359) (9,232)
Income taxes (benefits) 301
 129
 (141) (94) 195
 375
 187
 (3,498) (119) (3,055)
Income (Loss) From Continuing Operations 501
 214
 (237) (103) 375
Discontinued Operations, net of tax 
 
 17
 
 17
Net Income (Loss) 501
 214
 (220) (103) 392
 $651
 $331
 $(6,919) $(240) $(6,177)
Income attributable to noncontrolling interest 
 
 
 
 
Earnings (Losses) Available to FirstEnergy Corp. $501
 $214
 $(220) $(103) $392


6267




2012 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
2015 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
  
External  
    
  
  
  
    
  
  
Electric $8,849
 $735
 $5,632
 $(214) $15,002
 $9,386
 $1,046
 $4,493
 $(165) $14,760
Other 198
 
 146
 (93) 251
 196
 
 205
 (135) 266
Internal 
 
 866
 (864) 2
 
 
 686
 (686) 
Total Revenues 9,047
 735
 6,644
 (1,171) 15,255
 9,582
 1,046
 5,384
 (986) 15,026
                    
Operating Expenses:  
  
  
  
  
  
  
  
  
  
Fuel 263
 
 2,208
 
 2,471
 533
 
 1,322
 
 1,855
Purchased power 3,801
 
 1,307
 (862) 4,246
 3,653
 
 1,456
 (686) 4,423
Other operating expenses 2,126
 136
 1,840
 (342) 3,760
 2,231
 148
 1,670
 (309) 3,740
Pension and OPEB mark-to-market 392
 2
 215
 
 609
Pension and OPEB mark-to-market adjustment 179
 3
 60
 
 242
Provision for depreciation 558
 114
 409
 38
 1,119
 664
 164
 394
 60
 1,282
Amortization of regulatory assets, net (65) (3) 
 
 (68) 165
 7
 
 
 172
General taxes 706
 44
 209
 25
 984
 703
 102
 140
 33
 978
Impairment of assets and related charges 8
 
 34
 
 42
Total Operating Expenses 7,781
 293
 6,188
 (1,141) 13,121
 8,136
 424
 5,076
 (902) 12,734
                    
Operating Income 1,266
 442
 456
 (30) 2,134
Operating Income (Loss) 1,446
 622
 308
 (84) 2,292
                    
Other Income (Expense):  
  
  
  
  
  
  
  
  
  
Investment income 84
 1
 66
 (74) 77
Investment income (loss) 42
 
 (16) (48) (22)
Impairment of equity method investment 
 
 
 (362) (362)
Interest expense (540) (92) (284) (85) (1,001) (600) (147) (192) (193) (1,132)
Capitalized interest 25
 8
 44
 13
 90
Capitalized financing costs 25
 44
 39
 9
 117
Total Other Expense (431) (83) (174) (146) (834) (533) (103) (169) (594) (1,399)
                    
Income From Continuing Operations Before Income Taxes 835
 359
 282
 (176) 1,300
Income taxes 295
 133
 83
 34
 545
Income From Continuing Operations 540
 226
 199
 (210) 755
Discontinued Operations, net of tax 
 
 16
 
 16
Net Income 540
 226
 215
 (210) 771
Income attributable to noncontrolling interest 
 
 
 1
 1
Earnings Available to FirstEnergy Corp. $540
 $226
 $215
 $(211) $770
Income (Loss) Before Income Taxes (Benefits) 913
 519
 139
 (678) 893
Income taxes (benefits) 325
 191
 50
 (251) 315
Net Income (Loss) $588
 $328
 $89
 $(427) $578


6368




Changes Between 2013 and 2012 Financial Results Increase (Decrease) Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
Changes Between 2016 and 2015
Financial Results
Increase (Decrease)
 Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
  
External  
    
  
  
  
    
  
  
Electric $(350) $(4) $(90) $53
 $(391) $15
 $98
 $(601) $(9) $(497)
Other 23
 
 40
 (33) 30
 32
 
 (27) 28
 33
Internal 
 
 (96) 94
 (2) 
 
 (207) 207
 
Total Revenues (327) (4) (146) 114
 (363) 47
 98
 (835) 226
 (464)
                    
Operating Expenses:  
  
  
  
  
  
  
  
  
  
Fuel 114
 
 (89) 
 25
 34
 
 (223) 
 (189)
Purchased power (493) 
 118
 92
 (283) (350) 
 (437) 207
 (580)
Other operating expenses (353) (5) 167
 24
 (167) 198
 6
 (144) 51
 111
Pension and OPEB mark-to-market (541) (2) (322) 
 (865)
Pension and OPEB mark-to-market adjustment (78) (2) (15) 
 (95)
Provision for depreciation 48
 
 30
 5
 83
 12
 23
 (7) 3
 31
Deferral of storm costs 
 
 
 
 
Amortization of regulatory assets, net 594
 13
 
 
 607
 125
 
 
 
 125
General taxes (9) 10
 (7) 
 (6) 17
 51
 (6) 2
 64
Impairment of long-lived assets 322
 
 473
 
 795
Impairment of assets and related charges (8) 
 10,631
 
 10,623
Total Operating Expenses (318) 16
 370
 121
 189
 (50) 78
 9,799
 263
 10,090
                    
Operating Income (Loss) (9) (20) (516) (7) (552) 97
 20
 (10,634) (37) (10,554)
                    
Other Income (Expense):  
  
  
  
  
  
  
  
  
  
Gain (Loss) on debt redemptions 
 
 (149) 17
 (132)
Investment income (27) (1) (55) 39
 (44)
Investment income (loss) 7
 
 82
 17
 106
Impairment of equity method investment 
 
 
 362
 362
Interest expense (3) (1) 62
 (73) (15) 14
 (11) (2) (26) (25)
Capitalized interest 6
 6
 (2) 3
 13
Capitalized financing costs (5) (10) (2) 3
 (14)
Total Other Expense (24) 4
 (144) (14) (178) 16
 (21) 78
 356
 429
                    
Income (Loss) From Continuing Operations Before Income Taxes (Benefits) (33) (16) (660) (21) (730)
Income (Loss) Before Income Taxes (Benefits) 113
 (1) (10,556) 319
 (10,125)
Income taxes (benefits) 6
 (4) (224) (128) (350) 50
 (4) (3,548) 132
 (3,370)
Income (Loss) From Continuing Operations (39) (12) (436) 107
 (380)
Discontinued Operations, net of tax 
 
 1
 
 1
Net Income (Loss) (39) (12) (435) 107
 (379) $63
 $3
 $(7,008) $187
 $(6,755)
Income attributable to noncontrolling interest 
 
 
 (1) (1)
Earnings (Losses) Available to FirstEnergy Corp. $(39) $(12) $(435) $108
 $(378)




6469




Regulated Distribution — 20132016 Compared with 20122015

Net income decreased $39Regulated Distribution's operating results increased $63 million in 20132016, as compared to 2012. In 2013, the Regulated Distribution segment recognized an impairment charge of $3222015, including a $78 million related to the October 2013 Harrison/Pleasants asset transfer and impairment charges of $305 million on regulatory assets associated with the recovery of marginal transmission losses for ME and PN and the recovery of RECs for the Ohio Companies. These charges were partially offset by a lowerdecrease in its Pension and OPEB mark-to-market adjustment, of $541 million in 2013 as compared to 2012. Excluding these charges, year over year earnings were impacted by higher depreciation and property taxes partially offset by distribution revenues associatedregulatory charges of $51 million resulting from the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' DCR andESP IV. Excluding the impact of these adjustments, year-over-year earnings reflect higher distribution deliveries.deliveries and the full year impact of net rate increases implemented in 2015 as a result of approved rate cases at certain of the Utilities, as further described below, partially offset by higher retirement benefit costs and other operating expenses.

Revenues —

The $327$47 million decreaseincrease in total revenues resulted from the following sources:
 For the Years Ended December 31, Increase For the Years Ended December 31 Increase
Revenues by Type of Service 2013 2012 (Decrease) 2016 2015 (Decrease)
 (In millions) (In millions)
Distribution services $3,762
 $3,948
 $(186) $4,721
 $4,459
 $262
            
Generation sales:            
Retail 3,959
 4,104
 (145) 4,183
 4,354
 (171)
Wholesale 330
 347
 (17) 497
 573
 (76)
Total generation sales 4,289
 4,451
 (162) 4,680
 4,927
 (247)
            
Transmission 448
 450
 (2)
Other 221
 198
 23
 228
 196
 32
Total Revenues $8,720
 $9,047
 $(327) $9,629
 $9,582
 $47

The decrease in distributionDistribution services revenue isrevenues increased $262 million, primarily the result of a NJBPU-approved reduction to the JCP&L NUG Rider which was effective March 1, 2012 and a decrease to the ME and PN NUG riders resulting from the expirationfull year impact of certain NUG contractsapproved base distribution rate increases at the Pennsylvania Companies, effective May 3, 2015, and MP and PE in 2012 and 2013. Additionally, lower recovery of energy efficiency expenses reflecting reduced costs wasWest Virginia, effective February 25, 2015, partially offset by an increase ina distribution rate decrease at JCP&L, including the Ohio Companies' DCR riderrecovery of 2011 and slightly2012 storm costs, effective April 1, 2015. Additionally, distribution revenues were impacted by higher distribution deliveries. Distribution deliveries increased by 0.9% in 2013 compared to 2012.rates associated with the recovery of deferred costs as well as higher weather-related usage, as described below. Distribution deliveries by customer class are summarized in the following table:
 Year Ended December 31 Increase For the Years Ended December 31 Increase
Electric Distribution MWH Deliveries 2013 2012 (Decrease) 2016 2015 (Decrease)
 (In thousands)   (In thousands)  
Residential 54,479
 53,993
 0.9 % 54,840
 54,466
 0.7 %
Commercial 42,582
 42,645
 (0.1)% 43,340
 43,091
 0.6 %
Industrial 50,243
 49,378
 1.8 % 50,082
 50,269
 (0.4)%
Other 584
 585
 (0.2)% 579
 585
 (1.0)%
Total Electric Distribution MWH Deliveries $147,888
 $146,601
 0.9 % 148,841
 148,411
 0.3 %

Higher distribution deliveries to residential and commercial customers primarily reflectsreflect increased weather-related usage resulting from heatingcooling degree days that were 18% above 2012,2015, and 2%37% above normal, partially offset by coolingheating degree days that were 15%6% below 2012,2015, and 3% above9% below normal. LowerAdditionally, distribution deliveries to theresidential and commercial sector primarily reflect increasing energy efficiency mandates and DR initiatives. In the industrial sector, increased sales to steel, chemical, and shale gas customers were partiallyimpacted by declining average customer usage associated with more energy efficient products and services. Year-to-date deliveries to industrial customers declined slightly as the increase from shale customer usage was more than offset by lower sales to automotivea decrease from steel and paper customers. Additionally, FirstEnergy expects additional growth in the industrial sector beyond 2013 for potential shale gas projects. As the gas fields are developed, the opportunity for additional manufacturing expansion could further support growth.chemical customer usage.




6570




The following table summarizes the price and volume factors contributing to the $162$247 million decrease in generation revenues in 20132016 as compared to 2012:2015:
Source of Change in Generation Revenues Increase (Decrease) Increase (Decrease)
 (In millions) (In millions)
Retail:  
  
Effect of decrease in sales volumes $(194) $(196)
Change in prices 49
 25
 (145) (171)
Wholesale:    
Effect of decrease in sales volumes (95)
Effect of increase in sales volumes 47
Change in prices 78
 (107)
Capacity revenue (16)
 (17) (76)
Decrease in Generation Revenues $(162) $(247)

The decrease in retail generation sales volumevolumes was primarily due to increased customer shopping in the Utilities' service territories during 2013, compared to 2012. This increased customer shopping, which does not impact earnings for the Regulated Distribution segment, is expected to continue.Ohio, Pennsylvania, and New Jersey. Total generation provided by alternative suppliers as a percentage of total MWH deliveries increased to 81%83% from 79%80% for the Ohio Companies, 66%to 67% from 64%65% for the Pennsylvania Companies 47% from 46% for PE and 52%to 51% from 50% for JCP&L. The increase in retail generation prices reflects the completion of marginal transmission loss refunds to MEprimarily resulted from an ENEC rate increase in West Virginia, effective January 1, 2016, partially offset by lower default service auction prices in Ohio and PN customers in the second quarter of 2013 and a higher generation rate at WP, which includes the recovery of transmission costs beginning in June 2013.Pennsylvania.

The decrease in wholesaleWholesale generation revenues of $17decreased $76 million, in 2013 resulted from the expiration of NUG contracts,2016 as compared to 2015, primarily due to lower spot market energy prices, partially offset by higher wholesale sales. The difference between current wholesale generation revenues and certain energy and capacity prices in 2013.

costs incurred is deferred for future recovery or refund, with no material impact to earnings.
Other revenues increased by $23$32 million, primarily duerelated to more customer requested work for OEa $29 million gain on the sale of oil and JCP&L in 2013 compared to 2012.gas rights at WP.

Operating Expenses —

Total operating expenses decreased by $318$50 million primarily due to the following:

Fuel expense was $114increased $34 million, higher in 20132016 as compared 2015, primarily related to increased generation at Fort Martin as a result of planned and forced outages in 2012 and the asset transfer between MP and AE Supply of the Harrison Power Station effective October 9, 2013.higher generation.

Purchased power costs were $493decreased $350 million, lower in 20132016 as compared to 2015, primarily due to a decrease inlower volumes required as a result ofresulting from increased customer shopping, higher generation, reduced NUG purchases andas described above, as well as lower unit power supply costs.costs reflecting lower default service auction prices in Ohio and Pennsylvania.

 Source of Change in Purchased Power Increase(Decrease)
 
   (In millions)
 Purchases from non-affiliates:  
 Change due to decreased unit costs $(68)
 Change due to decreased volumes (429)
   (497)
 Purchases from affiliates:  
 Change due to decreased unit costs (10)
 Change due to decreased volumes (92)
   (102)
 Decrease in costs deferred 106
 Decrease in Purchased Power Costs $(493)
 Source of Change in Purchased Power Decrease
 
   (In millions)
 Purchases from non-affiliates:  
 Change due to decreased unit costs $(133)
 Change due to decreased volumes (6)
   (139)
 Purchases from affiliates:  
 Change due to decreased unit costs (2)
 Change due to decreased volumes (204)
   (206)
 Capacity expense (5)
 Decrease in Purchased Power Costs $(350)



6671




Other operating expenses decreased $353increased $198 million primarily due to:

decreased energy efficiency program expensesAn increase of $40$51 million resulting from the completionrecognition of certain initiativeseconomic development and energy efficiency obligations in accordance with the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' ESP IV.
Higher retirement benefit costs of $57 million.
Higher transmission expenses of $56 million primarily related to an increase in network transmission expenses at the Ohio Companies, partially offset by lower congestion expenses at MP. The difference between current revenues and Pennsylvania, whichtransmission costs incurred are recoverable through rates;deferred for future recovery or refund, resulting in no material impact on current period earnings.

lower distributionHigher operating and maintenance expensesexpense of $363 million due to lower storm related maintenance activities during 2013 compared to 2012. Maintenance costs in 2012 related to Hurricane Sandy and the "derecho" wind storm totaled $386 million, of which $370 million was deferred for future recovery;

higher transmission expenses of $50$33 million, primarily due to PJM transmissionincreased storm restoration costs, associated with RMR units.which are deferred for future recovery resulting in no material impact on current period earnings.

Pension and OPEB mark-to-market chargesadjustments decreased $541$78 million reflectingto $101 million in 2016. The 2016 adjustment resulted from a higher25 bps decrease in the discount rate used to measure relatedbenefit obligations partially offset by higher than expected asset returns and changes in 2013.certain actuarial assumptions.

Depreciation expenseexpenses increased by $48$12 million due to a higher asset base.

Net amortization of regulatory asset amortizationassets increased $594$125 million primarily due to:
A full year recovery of storm costs in New Jersey, Pennsylvania, and West Virginia, effective with the implementation of new rates as discussed above ($35 million),
Recovery of West Virginia vegetation management program costs ($40 million)
The recovery of previously deferred energy and fuel costs ($75 million), partially offset by
Higher deferral of storm restoration costs ($39 million).

General taxes increased $17 million primarily due to the absence of deferred storm restoration expenses associated with Hurricane Sandy and the "derecho" wind storm ($370 million), regulatory asset charges associated with the recovery of marginal transmission losses at ME and PN ($254 million), recovery of RECs for the Ohio Companies ($51 million), and the asset transfer between MP and AE Supply ($23 million) as well as higher default generation service cost recoveryrevenue-related taxes in Pennsylvania partially offset by a reduction of NUG cost recovery at ME and PN and higher transmission cost deferralsproperty taxes in Ohio.
General taxes decreased by $9 million primarily due to lower gross receipts and payroll taxes, partially offset by higher property taxes.

Impairment of long-lived assets of $322 million reflects MP's charge to reduce the net book value of Harrison to the amount permitted to be included in rate base.

Other Expense —

OtherTotal other expense increased $24decreased $16 million in 2013 primarily duerelated to lower investment incomeinterest expense resulting from the liquidation of investmentsvarious debt maturities at ShippingportJCP&L and lower NDT investment income.OE in 2016.

Income Taxes —

Regulated Distribution’s effective tax rate was 36.5% and 35.6% for 2016 and 2015, respectively.

Regulated Transmission — 20132016 Compared with 20122015

Net income decreased $12Regulated Transmission's operating results increased $3 million, in 20132016 as compared to 2012 principally due to2015, primarily resulting from a higher operating expenses, such as depreciation and property taxes,rate base, partially offset by adjustments associated with higher capital expenditures.ATSI and TrAIL's annual rate filing for costs previously recovered, a lower return on equity at ATSI, and lower capitalized financing costs.

Revenues —

Total revenues decreased by $4increased $98 million principally due to recovery of incremental operating expenses and a higher rate base at ATSI and TrAIL, partially offset by adjustments associated with ATSI's and TrAIL's annual rate filing for costs previously recovered as well as a lower PJM network service revenues forROE at ATSI under its FERC-approved comprehensive settlement related to the Utilities, reflecting lower peak loads from the prior year.implementation of its forward-looking rate effective January 1, 2015.




72




Revenues by transmission asset owner are shown in the following table:
 For the Years Ended December 31,   For the Years Ended December 31  
Revenues by Transmission Asset Owner 2013 2012 Increase (Decrease) 2016 2015 Increase
 (In millions) (In millions)
ATSI $209
 $208
 $1
 $540
 $446
 $94
TrAIL 207
 200
 7
 252
 252
 
PATH 20
 18
 2
Utilities 295
 309
 (14)
MAIT(1)
 101
 100
 1
JCPL 91
 89
 2
Other 160
 159
 1
Total Revenues $731
 $735
 $(4) $1,144
 $1,046
 $98
(1) Revenues represent transmission revenues under stated rates at ME and PN.

Operating Expenses —

Total operating expenses increased $16$78 million principally due to higher depreciation and property taxes reflecting a higher asset base and higher amortization of the PATH abandonment regulatory asset.


67




CES — 2013 Compared with 2012depreciation expense at ATSI, which are recovered through ATSI's forward-looking formula rate.

Net income decreased $435Other Expenses —

Other expense increased $21 million, in 2013,2016 as compared to 2012. Impairment2015, primarily due to lower capitalized financing costs resulting from lower construction work in progress balances at ATSI as well as increased interest expense resulting from a long-term debt issuance of $150 million at ATSI in the fourth quarter of 2015, the proceeds of which, in part, paid off short-term borrowings.

Income Taxes —

Regulated Transmission’s effective tax rate was 36.1% and 36.8% for 2016 and 2015, respectively.
CES — 2016 Compared with 2015

Operating results decreased $7,008 million, in 2016 as compared to 2015, primarily resulting from pre-tax asset impairment charges of $473$10,665 million associated with the deactivation of the Hatfield and Mitchell plants and a $149 million loss on debt redemptions werediscussed above, partially offset by lower mark-to-market gains on commodity contract positions, a lower Pension and OPEB mark-to-market adjustments of $322 million.adjustment and lower settlement and termination costs related to coal contracts. Excluding these charges, year over year earningsitems, year-over-year operating results were impacted by lower capacity revenue asrevenues, lower sales volumes, a result of lower auction clearing prices,termination charge associated with an FES customer contract, and lower unit pricing reflecting lower energy prices,higher retirement and employee benefit costs, partially offset by increased contract sales volumes. lower fuel costs, reduced transmission expenses, and lower purchased power.

Revenues —

Total revenues decreased $146$835 million, in 2013,2016 as compared to 2012,2015, primarily due to a decline in wholesale sales. Although MWHdecreased sales increased 5.8% compared to the prior period, revenues were adversely impacted byvolumes and lower unit prices compared to 2012 as a result of a significant decrease in power prices beginning in the fourth quarter of 2011 when the 2013 competitive retail sales position was only approximately 50% committed. These decreases werecapacity revenue, partially offset by growthhigher net gains on financially settled contracts and an increase in Governmental Aggregation, Mass Market, and Structured Sales channels. short-term (net hourly position) transactions, as further described below.



73




The decrease in total revenues resulted from the following sources:

 For the Years Ended December 31, Increase For the Years Ended December 31 Increase
Revenues by Type of Service 2013 2012 (Decrease) 2016 2015 (Decrease)
 (In millions) (In millions)
Contract Sales:            
Direct $2,913
 $2,934
 $(21) $812
 $1,269
 $(457)
Governmental Aggregation 1,185
 1,029
 156
 814
 1,012
 (198)
Mass Market 448
 352
 96
 169
 265
 (96)
POLR 858
 990
 (132) 583
 712
 (129)
Structured Sales 421
 275
 146
 463
 558
 (95)
Total Contract Sales 5,825
 5,580
 245
 2,841
 3,816
 (975)
Wholesale(1)
 341
 751
 (410)
Wholesale 1,457
 1,225
 232
Transmission 144
 160
 (16) 73
 138
 (65)
RECs 2
 7
 (5)
Other 186
 146
 40
 178
 205
 (27)
Total Revenues $6,498
 $6,644
 $(146) $4,549
 $5,384
 $(835)
            
(1) Excludes wholesale revenues classified in Discontinued Operations.

 For the Years Ended December 31, Increase For the Years Ended December 31 Increase
MWH Sales by Channel 2013 2012 (Decrease) 2016 2015 (Decrease)
 (In thousands)   (In thousands)  
Contract Sales:            
Direct 56,145
 54,528
 3.0 % 15,310
 23,585
 (35.1)%
Governmental Aggregation 20,859
 17,287
 20.7 % 13,730
 15,443
 (11.1)%
Mass Market 6,761
 5,212
 29.7 % 2,431
 3,878
 (37.3)%
POLR 15,758
 17,927
 (12.1)% 9,969
 11,950
 (16.6)%
Structured Sales 9,047
 4,737
 91.0 % 11,414
 12,902
 (11.5)%
Total Contract Sales 108,570
 99,691
 8.9 % 52,854
 67,758
 (22.0)%
Wholesale(1)
 1,250
 4,091
 (69.4)% 15,201
 7,326
 107.5 %
Total MWH Sales 109,820
 103,782
 5.8 % 68,055
 75,084
 (9.4)%
            
(1) Excludes wholesale sales classified in Discontinued Operations.



68




The following tables summarize the price and volume factors contributing to changes in revenues:
  Source of Change in Revenues
  Increase (Decrease)
MWH Sales Channel: Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total
  (In millions)
Direct $87
 $(108) $
 $
 $(21)
Governmental Aggregation 213
 (57) 
 
 156
Mass Market 105
 (9) 
 
 96
POLR (120) (12) 
 
 (132)
Structured Sales 250
 (104) 
 
 146
Wholesale(1)
 (74) 4
 (204) (136) (410)
           
(1)Excludes wholesale sales classified in Discontinued Operations.
  Source of Change in Revenues
  Increase (Decrease)
MWH Sales Channel: Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total
  (In millions)
Direct $(445) $(12) $
 $
 $(457)
Governmental Aggregation (112) (86) 
 
 (198)
Mass Market (99) 3
 
 
 (96)
POLR (118) (11) 
 
 (129)
Structured Sales (64) (31) 
 
 (95)
Wholesale 223
 (10) 98
 (79) 232
           

The decrease in Direct revenues of $21 million resulted from lower unit prices, partially offset by higherLower sales volumes due toin the acquisition of new larger customers in central and southern Ohio. The increase inDirect, Governmental Aggregation of $156 million resulted from the acquisition of new customers primarily in Illinois, partially offset by lower unit prices. The increase inand Mass Market of $96 million resulted from the acquisition of new customerssales channels primarily in Ohio, Illinois and Pennsylvania, partially offset by lower unit prices.reflects FES' strategy to more effectively hedge its generation. The Direct, Governmental Aggregation, and Mass Market customer base increased to 2.7was 1.1 million customers as


74




of December 31, 2013, as2016, compared to 2.61.6 million as of December 31, 2012.2015. Although unit pricing was lower year-over-year in the Direct and Governmental Aggregation channels, the decrease was primarily attributable to lower capacity expenses, as discussed below, which is a component of the retail price.

The decrease in POLR revenuessales of $132$129 million was primarily due to slightly lower volumes. Structured Sales decreased $95 million, primarily due to the impact of lower market prices and lower sales volumes in line with FES' strategy to realign its sales portfolio. The increase in Structured Sales revenues of $146 million was due to higher sales volume, partially offset by lower prices.structured transaction volumes.

Wholesale revenues decreased $410increased $232 million, primarily due to a $204 million reductionan increase in short-term (net hourly position) transactions and higher net gains on financially settled contracts, partially offset by a $136 million decrease in capacity revenues primarilyrevenue from lower capacity auction prices and a $70 million decrease in short-term (net hourly positions) transactions. The decrease in wholesale sales volumes was due to lower generation available for sale primarily as a result of the asset transfer between MP and AE Supply, plants that were deactivated in 2012 and 2013, and those under RMR arrangements, and higher retail sales volumes.spot market energy prices.

Transmission revenue decreased $16$65 million, primarily due primarily to lower congestion and ancillary revenue.revenue associated with less volatile market conditions.
 
Other revenue increased $40decreased $27 million, primarily due primarily to the absence of a pre-tax gain on the sale of property to a regulated affiliate.affiliate in 2015 and lower lease revenues from the expiration of a nuclear sale-leaseback agreement.

Operating Expenses —

Total operating expenses increased $370$9,799 million in 20132016 due to the following:

Fuel costs decreased $89$223 million, primarily due to lower volumesgeneration associated with plants that were deactivated in 2013outages and 2012, those under RMR arrangements, the asset transfer between MP and AE Supply andlower economic dispatch of fossil units resulting from low wholesale spot market energy prices, as discussed above, as well as lower unit prices associated with new and restructured contracts, partially offset by settlements associated with past damages on transportationfossil fuel contracts.

Purchased power costs increased $118decreased $437 million due to higherlower capacity expenses ($234 million) and lower volumes ($402203 million). The decrease in capacity expense, which is a component of CES' retail price, was primarily the result of lower contract sales and increased prices ($81 million),lower capacity rates associated with CES' retail sales obligations. Lower volumes primarily resulted from lower contract sales, as discussed above, partially offset by reduced losses on financially settled contracts ($239 million) and lower capacity expenses ($126 million). The increase in rate primarily resulted from higher on-peak prices compared to 2012. The increase in purchased power volumes relates to the overall increase in sales volumes and decrease in fossil generation.
Fossil operating costs decreased $25 million due primarily to lower labor costseconomic purchases, resulting from previously deactivated units and lower compensation and benefit expenses associated with plan changes.the low wholesale spot market price environment.
Nuclear operating costs decreased $21$39 million, due primarily as a result of lower refueling outage costs, partially offset by higher employee benefit costs. There were two refueling outages in 2016 as compared to lower laborthree refueling outages in 2015.
Retirement benefit costs and lower compensation and benefit expenses associated with plan changes.increased $31 million.
Transmission expenses increased $101 million due primarily to higher retail load and higher network costs associated with POLR sales in Pennsylvania, partially offset by lower congestion costs as well as credits received in 2013 for previously incurred PJM transmission costs associated with RMR units in the ATSI zone. Effective June 1, 2013, network transmission costs became the responsibility of suppliers of POLR sales in Pennsylvania.


69




Impairments of long-lived assets increased $473 million due to the decision to deactivate the Hatfield and Mitchell generating plants. The plants were deactivated on October 9, 2013.
General taxes decreased $7$175 million, primarily due to lower payroll taxescongestion and market-based ancillary costs associated with less volatile market conditions as compared to 2015, as well as lower load requirements.
Other operating expenses increased $39 million, primarily due to lower mark-to-market gains on commodity contract positions of $84 million and a $37 million charge associated with the termination of an FES customer contract, partially offset by lower lease expense as a result of lower labor costs noted above,the expiration of a nuclear sale-leaseback agreement.
Pension and OPEB mark-to-market adjustments decreased $15 million to $45 million in 2016. The 2016 adjustment resulted from a 25 bps decrease in the discount rate used to measure benefit obligations, partially offset by higher property taxes.than expected asset returns and changes in other actuarial assumptions.
Depreciation expenseImpairment of assets and related charges increased $30$10,631 million, primarily due to a higher asset baseimpairments of goodwill and accelerated depreciation associated with the deactivations notedcompetitive generation assets further discussed above.
Other operating expenses decreased $210 million primarily due to a $322 million decrease in pension and OPEB mark-to-market charges primarily reflecting a higher discount rate to measure related obligations in 2013, partially offset by an increase in mark-to-market expense on commodity contract positions ($98 million) and increased retail expenses ($26 million).

Other Expense —

Total other expense decreased $78 million, in 2013 increased $144 million2016 compared to 20122015, primarily due to a $149 million loss on debt redemptions in connection with senior notes that were repurchased, lower investment income of $55 million due to higher OTTI on NDT investments, partially offset by lower net interest expense of $60 millioninvestments.

Income Taxes (Benefits) —

CES' effective tax rate was 33.6% on pre-tax losses and 36.0% on pre-tax income for 2016 and 2015, respectively. The change in the effective tax rate is primarily due to debt redemptions and repurchases.$246 million of valuation allowances recorded against deferred tax assets, that management believes, more likely than not, will not be realized, as well as the impairment of $800 million of goodwill, of which $433 million was non-deductible for tax purposes.



75




Corporate/Other — 20132016 Compared with 20122015

Financial results fromand reconciling items included in Corporate/Other resulted in a $107$187 million increase in net income in 20132016 compared to 20122015 primarily due to the absence of a $362 million pre-tax impairment of FirstEnergy's equity method investment in Global Holding recognized in 2015. Excluding the impact of this adjustment, year-over-year results were impacted by higher operating and maintenance costs, higher interest expense and changes in the consolidated effective tax rate, which for 2016 was 33.1% on pre-tax losses and for 2015 was 35.5% on pre-tax income. The increased interest expense primarily relates to debt redemption costs related to the FE revolving credit facility and term loans, as discussed in "Capital Resources and Liquidity." The higher consolidated effective tax rate primarily resulted from the absence of tax benefits andrecognized in 2015 associated with an IRS-approved change in accounting method that increased investment income of $39 million. Higherthe tax benefits were primarily due tobasis in certain assets resulting in higher future tax deductions, as well as from changes in state income tax allocation factors, the elimination of state obligations associated with income that was previously apportioned to certain tax jurisdictions partially offset by valuation reserves against NOL carryforwards. Partially offsetting this increase was higher interest expense of $73 million due to the issuance of $1.5 billion of senior unsecured notes in the first quarter of 2013.apportionment factors.
Regulatory Assets and Liabilities

Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent amounts that are expected to be credited to customers through future regulated rates or amounts collected from customers for costs not yet incurred. FirstEnergy and the Utilities net their regulatory assets and liabilities based on federal and state jurisdictions.

As a result of the Tax Act, FirstEnergy adjusted its net deferred tax liabilities at December 31, 2017, for the reduction in the corporate income tax rate from 35% to 21%. For the portions of FirstEnergy’s business that apply regulatory accounting, the impact of reducing the net deferred tax liabilities was offset with a regulatory liability, as appropriate, for amounts expected to be refunded to rate payers in future rates, with the remainder recorded to deferred income tax expense.

The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 20142017 and December 31, 2013,2016, and the changes during the year ended December 31, 2014:2017:
Regulatory Assets (Liabilities) by Source December 31,
2014
 December 31,
2013
 
Increase
(Decrease)
Net Regulatory Assets (Liabilities) by Source December 31,
2017
 December 31,
2016
 
Increase
(Decrease)
 (In millions) (In millions)
Regulatory transition costs $240
 $266
 $(26) $46
 $90
 $(44)
Customer receivables for future income taxes 370
 518
 (148)
Customer receivables (payables) for future income taxes (2,765) 468
 (3,233)
Nuclear decommissioning and spent fuel disposal costs (305) (198) (107) (323) (304) (19)
Asset removal costs (254) (362) 108
 (774) (770) (4)
Deferred transmission costs 90
 112
 (22) 187
 122
 65
Deferred generation costs 281
 346
 (65) 198
 331
 (133)
Deferred distribution costs 182
 194
 (12) 258
 296
 (38)
Contract valuations 153
 260
 (107) 118
 153
 (35)
Storm-related costs 465
 455
 10
 329
 397
 (68)
Other 189
 263
 (74) 46
 74
 (28)
Net Regulatory Assets included in the Consolidated Balance Sheet $1,411
 $1,854
 $(443)
Net Regulatory Assets (Liabilities) included on the Consolidated Balance Sheets $(2,680) $857
 $(3,537)

Regulatory assets that do not earn a current return totaled approximately $488$7 million and $477$153 million as of December 31, 20142017 and 20132016, respectively, primarily related to storm damage costs, of which approximately $360 million relates to JCP&L for which the recovery period is subject to current rate and regulatory proceedings (see Note 14, Regulatory Matters). are currently being recovered through rates.

As of December 31, 2014and December 31, 2013, FirstEnergy had approximately $243 million and $440 millionof net regulatory liabilities that are primarily related to asset removal costs and are classified within other noncurrent liabilities on the Consolidated Balance Sheets, as opposed to being included in the net regulatory assets shown above.


7076




CAPITAL RESOURCES AND LIQUIDITY

FirstEnergy expects its existing sources of liquidity to remain sufficient to meet its anticipated obligations and those of its subsidiaries. FirstEnergy’s business is capital intensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities and interest payments, dividend payments and contributions to its pension plan.

On January 22, 2018, FirstEnergy announced a $2.5 billion equity issuance, which included $1.62 billion in mandatorily convertible preferred equity with an initial conversion price of $27.42 per share and $850 million of common equity issued at $28.22 per share. The preferred shares will receive the same dividend payments. FE's primary source of cashpaid on common stock on an as-converted basis and are non-voting except in certain limited circumstances. The new preferred shares contain an optional conversion for continuing operations as aholders beginning in July 2018, and will mandatorily convert in 18-months from the issuance, subject to limited exceptions. Proceeds from the investment were used to reduce holding company is cash fromdebt by $1.45 billion and fund the operationscompany’s pension plan by $750 million, with the remainder used for general corporate purposes.

The equity investment allows FirstEnergy to strengthen its balance sheet and supports the company's transition to a fully regulated utility company. By deleveraging the company, the investment will also enable FirstEnergy to enhance its investment grade credit metrics and FirstEnergy does not currently anticipate the need to issue additional equity through at least 2021 outside of its subsidiaries. During 2014, FirstEnergy received $735 millionregular stock investment and employee benefit plans.
In addition to this equity investment, FE and its utility and transmission subsidiaries expect their existing sources of cash dividends and capital returned from its subsidiaries and paid $604 million in cash dividendsliquidity to common shareholders.remain sufficient to meet their respective anticipated obligations. In addition to internal sources to fund liquidity and capital requirements for 20152018 and beyond, FirstEnergy expectsFE and its utility and transmission subsidiaries expect to rely on external sources of funds. Short-term cash requirements not met by cash provided from operations are generally satisfied through short-term borrowings. Long-term cash needs may be met through the issuance of long-term debt and/or equity. FirstEnergy expects that borrowing capacity underat certain utility and transmission subsidiaries to, among other things, fund capital expenditures and refinance short-term and maturing long-term debt, subject to market conditions and other factors.

FirstEnergy’s unregulated subsidiaries, specifically FES and AE Supply, expect to rely on, in the case of AE Supply, internal sources, an unregulated companies' money pool (which also includes FE, FET, FEV and certain other unregulated subsidiaries of FE but excludes FENOC, FES and its subsidiaries) and proceeds generated from previously disclosed asset sales, subject to closing, and in the case of FES, its current access to a separate unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, and a two-year secured line of credit facilities will continuefrom FE of up to $500 million, as further described below.

FES subsidiaries have debt maturities of $515 million in 2018, (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be availablerefinanced. Although management continues to manage working capital requirements alongexplore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with continued accessits creditors, and/or to long-term capital markets.seek protection under U.S. bankruptcy laws.

In January 2014, FirstEnergy's Board2016, FirstEnergy satisfied its minimum required funding obligations of Directors declared a revised quarterly dividend$382 million and addressed 2017 funding obligations to its qualified pension plan with total contributions of $0.36 per share$882 million (of which $138 million was cash contributions from FES), including $500 million of outstanding common stock. This revised dividend equates to an indicated annual dividend of $1.44 per share, reduced from the $0.55 per share quarterly dividend ($2.20 per share annually) that FirstEnergy had paid since 2008. Most recently, FirstEnergy's Board of Directors declared a quarterly dividend of $0.36 per share of outstandingFE common stock incontributed to the qualified pension plan on December 13, 2016. In January 2015 payable March 1, 20152018, FirstEnergy satisfied its minimum required funding obligations of $500 million and, as discussed above, addressed funding obligations for future years to shareholdersits qualified pension plan with additional contributions of record at the close of business on February 6, 2015.$750 million.
FirstEnergy's capital expenditures for 2018 are expected to be approximately $2.6 billion to $2.9 billion, excluding CES. Planned capital initiatives are intended to promote reliability, improve operations, and support current environmental and energy efficiency directives.



77




Capital expenditures for 2017 and anticipated expenditures for 2018 by reportable segment are included below:
Reportable Segment 
2017 Actual(1)
 2017 Pension/OPEB Mark-to-Market Capital Adjustment 2017 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs 
2018 Forecast(2)
 
  (In millions) 
Regulated Distribution $1,342
 $(20) $1,362
 $1,500 - $1,600
 
Regulated Transmission 1,032
 1
 1,031
 1,000 - 1,200
 
CES 279
 (1) 280
 
(3) 
Corporate/Other 99
 
 99
 100
 
Total $2,752
 $(20) $2,772
 $2,600 - $2,900
 

(1) Includes a decrease of approximately $20 million related to the capital component of the pension and OPEB mark-to-market adjustment.
(2) Excludes the capital component for pension and OPEB mark-to-market adjustments, which cannot be estimated.
(3) Planned capital expenditures will be dependent on the outcome of the strategic review of CES.

Additionally, planned capital expenditures for Regulated Distribution includes $1.4 billion to $1.7 billion, annually, 2019 through 2021, while planned capital expenditures for Regulated Transmission are expected to be approximately $1.0 billion to $1.2 billion, annually, 2019 through 2021.

Capital expenditures for 2017 and 2018 forecast by subsidiary are included in the following table.
Operating Company 
2017 Actual(1)
 2017 Pension/OPEB Mark-to-Market Capital Adjustment 2017 Actual Excluding Pension/OPEB Mark-to-Market Capital Costs 
2018 Forecast(2)(3)
 
  (In millions)
OE $143
 $(12) $155
 $160
 
Penn 55
 (1) 56
 45
 
CEI 134
 4
 130
 145
 
TE 37
 (3) 40
 50
 
JCP&L 317
 3
 314
 380
 
ME 142
 (4) 146
 185
 
PN 162
 (12) 174
 195
 
MP 269
 9
 260
 280
 
PE 112
 
 112
 150
 
WP 199
 (2) 201
 260
 
ATSI 541
 
 541
 375
 
TrAIL 45
 
 45
 55
 
FES 250
 (3) 253
 
(4) 
AE Supply 34
 2
 32
 
(4) 
MAIT 242
 (1) 243
 400
 
Other subsidiaries 70
 
 70
 70
 
Total $2,752
 $(20) $2,772
 $2,750
 

(1) Includes a decrease of approximately $20 million related to the capital component of the pension and OPEB mark-to-market adjustment.
(2) Excludes the capital component for pension and OPEB mark-to-market adjustments, which cannot be estimated.
(3) 2018 Forecast represents the mid-point of Regulated Distribution and Regulated Transmission's 2018 forecasted capital expenditures.
(4) Planned capital expenditures will be dependent on the outcome of the strategic review of CES.
FirstEnergy's strategy is to focus on investments in its regulated operations. The centerpiece of this strategy is a $4.2 billionthe Energizing the Futuretransmission plan, pursuant to which FirstEnergy plans to invest $4.0 to $4.8 billion in capital investments from 2018 to 2021, with $4.4 billion in capital investment plan that began infrom 2014 and will continue through 2017 to upgrade and expand theFirstEnergy's transmission system owned by FirstEnergy’s Regulated Transmission segment.system. This program is focused on projects that enhance system performance, physical security and add operating flexibility and capacity starting with the ATSI system and moving east across FirstEnergy's service territory over time. FirstEnergy expects to fund these investments through a combination of debt, previously announced equity issuances through a stock investment plan and, to the extent available, employee benefit plans, and cash. Regulated Transmission's capital expenditures in 2014 were approximately $1.4 billion. In 2015, Regulated Transmission's capital expenditure forecast is approximately $970 million. In total, FirstEnergy has identified at least $15over $20 billion in


78




transmission investment opportunities across the 24,00024,500 mile transmission system, making this a continuing platform for investment in the years beyond 2017. In the future, FirstEnergy may consider additional equity to fund capital investments in the Regulated Transmission business.2021.

In alignment with FirstEnergy’s strategy to invest in its Regulated Transmission and Regulated Distribution segments and the repositioning of the CES segment, FirstEnergy is also focused on improving the balance sheet over time consistent with its business profile, maintaining investment grade metrics at each business unit, and maintaining strong liquidity for an overall stable financial position. Specifically, at the regulated businesses, authority has been obtained for various regulated distribution and transmission subsidiaries to issue and/or refinance debt.

Capital expenditures for 2015 are expected to be approximately $2.9 billion, a decrease of $0.4 billion from 2014, excluding the capital component of the Pension and OPEB mark-to-market adjustment, which increased 2014 capital by $387 million. These capital expenditures, including this transmission expansion program, are expected to be funded with a combination of debt, equity issuances through the stock investment plan and, to the extent available, employee benefit plans, and the projected $320 million annually in cash preserved as a result of the dividend action taken in January 2014. In 2014, FirstEnergy issued $83 million in equity through the stock investment plan and share-based employee benefit plans.

The Utilities and FirstEnergy's competitive generation operations expect to fund their capital expenditures over the next several years through cash from operations, debt, and, depending on the operating company, equity contributions from FE. Additionally, FirstEnergy also expects to issue long-term debt at certain Utilities and certain other subsidiaries to refinance short-term and maturing debt in the ordinary course, subject to market and other conditions.

Any financing plans by FirstEnergy, including refinancing of maturing debt and reductions in short-term borrowings, are subject to market conditions and other factors. No assurance can be given that any such financings, refinancings, or reductions in short-term debt, as the case may be, will be completed as anticipated. In addition, FirstEnergy expects to continually evaluate any planned financings, which may result in changes from time to time.



71




As of December 31, 2014,2017, FirstEnergy’s and FES' net deficit in working capital (current assets less current liabilities) was due in large part to currently payable long-term debt and short-term borrowings.debt. Currently payable long-term debt as of December 31, 2014,2017, included the following:
Currently Payable Long-Term Debt (In millions) FirstEnergy FES
PCRBs supported by bank LOCs (1)
 $92
 (In millions)
Unsecured notes $150
 $
FMBs 215
 325
 
Unsecured PCRBs (1)
 313
Collateralized lease obligation bonds 78
Secured PCRBs 141
 141
Unsecured PCRBs 374
 374
Sinking fund requirements 102
 61
 
Other notes 4
 31
 9
 $804
 $1,082
 $524

(1)
These PCRBs are classified as currently payable long-term debt because the applicable interest rate mode permits individual debt holders to put the respective debt back to the issuer prior to maturity.

Short-Term Borrowings / Revolving Credit Facilities

FE and certain ofthe Utilities and FET and its subsidiaries participate in threetwo separate five-year syndicated revolving credit facilities with aggregate commitments of $6.0$5.0 billion (Facilities), which are available until March 31, 2019. FirstEnergy had$1,799 millionthrough December 6, 2021. FE and$3,404 millionof short-term the Utilities and FET and its subsidiaries may use borrowings under thetheir Facilities asfor working capital and other general corporate purposes, including intercompany loans and advances by a borrower to any ofDecember 31, 2014and 2013, respectively.FirstEnergy’s available liquidity under the Facilities as ofJanuary 31, 2015 was as follows:

Borrower(s) Type Maturity Commitment Available Liquidity
      (In millions)
FirstEnergy(1)
 Revolving March 2019 $3,500
 $1,469
FES / AE Supply Revolving March 2019 1,500
 1,435
FET(2)
 Revolving March 2019 1,000
 1,000
    Subtotal $6,000
 $3,904
    Cash 
 58
    Total $6,000
 $3,962

(1)
FE and the Utilities.
(2)
Includes FET, ATSI and TrAIL.

Revolving Credit Facilities

FirstEnergy, FES/AE Supply and FET Facilities

On March 31, 2014, FE, FES, AE Supply, FET and FE's other borrower subsidiaries entered into extensions and amendments to the three existing multi-year syndicated revolving credit facilities. Each Facility was extended until March 31, 2019. The FE facility was amended to increase the lending banks' commitments under the facility by $1.0 billion to a total of $3.5 billion and to increase the individual borrower sublimit for FE by $1.0 billion to a total of $3.5 billion. The FES/AE Supply facility was amended to decrease the lending banks' commitments by $1.0 billion to a total of $1.5 billion. The lending banks' commitments under the FET facility remain at $1.0 billion and that facility was amended to increase ATSI's individual borrower sublimit to $500 million from $100 millionand TrAIL's individual borrower sublimit to $400 million from $200 million. FirstEnergy expensed approximately $5 million (FES - $3 million) of unamortized debt expense as a result of the amendments, included in Loss on Debt Redemptions in the Consolidated Statement of Income for the year ended December 31, 2014.

its subsidiaries. Generally, borrowings under each of the Facilities are available to each borrower separately and mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended. Each of the Facilities contains financial covenants requiring each borrower to maintain a consolidated debt to total capitalizationdebt-to-total-capitalization ratio (as defined under each of the Facilities, as amended)Facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.

FirstEnergy had $300 million and $2,675 million of short-term borrowings as of December 31, 2017 and 2016, respectively. FirstEnergy’s available liquidity from external sources as of January 31, 2018 was as follows:

Borrower(s) Type Maturity Commitment Available Liquidity
      (In millions)
FirstEnergy(1)
 Revolving December 2021 $4,000
 $3,740
FET(2)
 Revolving December 2021 1,000
 1,000
    Subtotal $5,000
 $4,740
    Cash 
 358
    Total $5,000
 $5,098

(1)
FE and the Utilities. Available liquidity includes impact of $10 million of LOCs issued under various terms.
(2)
Includes FET, ATSI, MAIT and TrAIL.

FES had $105 million and $101 million of short-term borrowings as of December 31, 2017 and December 31, 2016, respectively. Of such amounts, $102 million and $101 million, respectively, represents a currently outstanding promissory note due April 2, 2018, payable to AE Supply with any additional short-term borrowings representing borrowings under an unregulated companies' money pool, which also includes FE, FET, FEV and certain other unregulated subsidiaries of FE, but excludes FENOC, FES and its subsidiaries. In addition to FES' access to a separate unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, FES' available liquidity as of January 31, 2018, was as follows:

Type Commitment Available Liquidity
  (In millions)
    Two-year secured credit facility with FE $500
 $500
Cash 
 1
  $500
 $501





7279




The following table summarizes the borrowing sub-limits for each borrower under the Facilities,facilities, the limitations on short-term indebtedness applicable to each borrower under current regulatory approvals and applicable statutory and/or charter limitations as of DecemberJanuary 31, 2014:2018:
Borrower 
FirstEnergy Revolving
Credit Facility
Sub-Limit
 
FES/AE Supply Revolving
Credit Facility
Sub-Limit
 
FET Revolving
Credit Facility
Sub-Limit
 
Regulatory and
Other Short-Term Debt Limitations
  
FirstEnergy Revolving
Credit Facility
Sub-Limit
 
FET Revolving
Credit Facility
Sub-Limit
 
Regulatory and
Other Short-Term Debt Limitations
 
 (In millions)   (In millions)  
FE $3,500
 $
 $
 $
(1) 
  $4,000
 $
 $
(1) 
 
FES 
 1,500
 
 
(2) 
 
AE Supply 
 1,000
 
 
(2) 
 
FET 
 
 1,000
 
(1) 
  
 1,000
 
(1) 
 
OE 500
 
 
 500
(3) 
  500
 
 500
(2) 
 
CEI 500
 
 
 500
(3) 
  500
 
 500
(2) 
 
TE 500
 
 
 500
(3) 
  300
 
 300
(2) 
 
JCP&L 600
 
 
 850
(3) 
  600
 
 500
(2) 
 
ME 300
 
 
 500
(3) 
  300
 
 500
(2) 
 
PN 300
 
 
 300
(3) 
  300
 
 300
(2) 
 
WP 200
 
 
 200
(3) 
  200
 
 200
(2) 
 
MP 500
 
 
 500
(3) 
  500
 
 500
(2) 
 
PE 150
 
 
 150
(3) 
  150
 
 150
(2) 
 
ATSI 
 
 500
 500
(3) 
  
 500
 500
(2) 
 
Penn 50
 
 
 50
(3) 
  50
 
 100
(2) 
 
TrAIL 
 
 400
 400
(3) 
  
 400
 400
(2) 
 
MAIT 
 400
 400
(2) 
 

(1) 
No limitations.
(2) 
No limitation based upon blanket financing authorization from the FERC under existing market-based rate tariffs.
(3)
Includes amounts which may be borrowed under the regulated companies' money pool.

The entire amount of the FES/AE Supply Facility, $600250 million of the FE Facility and $225$100 million of the FET Facility, subject to each borrower’s sub-limit, is available for the issuance of LOCs (subject to borrowings drawn under the Facilities) expiring up to one year from the date of issuance. The stated amount of outstanding LOCs will count against total commitments available under each of the Facilities and against the applicable borrower’s borrowing sub-limit.

The Facilities do not contain provisions that restrict the ability to borrow or accelerate payment of outstanding advances in the event of any change in credit ratings of the borrowers. Pricing is defined in “pricing grids,” whereby the cost of funds borrowed under the Facilitiesfacilities is related to the credit ratings of the company borrowing the funds, other than the FET Facility,facility, which is based on its subsidiaries' credit ratings. Additionally, borrowings under each of the Facilities are subject to the usual and customary provisions for acceleration upon the occurrence of events of default, including a cross-default for other indebtedness in excess of $100 million.$100 million.

As of December 31, 2014,2017, the borrowers were in compliance with the financialapplicable debt-to-total-capitalization covenants, associated withas well as in the applicable debt to total capitalization ratioscase of FE, the minimum interest coverage ratio requirement, in each case as defined under the respective Facilities.

Term Loans

On MarchSeparately, in December 2016, FE and FES entered into a two-year secured credit facility in which FE provides a committed line of credit to FES of up to $500 million and additional credit support of up to $200 million to cover surety bonds for $169 million and $31 million for the benefit of the PA DEP with respect to LBR and the Hatfield's Ferry disposal site, respectively. So long as FES remains in an unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, the $500 million secured line of credit provides FES the needed liquidity in order for FES to, among other things, satisfy its nuclear support obligation to NG in the event of extraordinary circumstances with respect to its nuclear facilities. The new facility matures on December 31, 2014,2018, and is secured by FMBs issued by FG ($250 million) and NG ($450 million). Additionally, FES maintains access to an unregulated companies' money pool, which includes FE, executed,FES' subsidiaries and fully utilized, a new $1 billion variable rate term loan credit agreement with a maturity dateFENOC, and continues to conduct its ordinary course of March 31, 2019. The initialbusiness under that money pool in lieu of borrowing under the term loan, which took the form of a Eurodollar rate advance, may be converted from time to time, in whole or in part, to alternate base rate advances or other Eurodollar rate advances. The proceeds from this term loan reduced borrowings under the FE Facility. Additionally, FE has a $200 million variable rate term loan, for which the maturity was extended in December 2014 for an additional year to December 31, 2016. The term loan contains covenants and other terms and conditions substantially similar to FE's $1 billion variable rate term loan entered into on March 31, 2014 and FE's existing revolving credit facility, including the same consolidated debt to total capitalization ratio requirement.new facility.

Term Loans
As of December 31, 2014,2017, FE was in compliance with the financial covenants associated with the applicable debt to total capitalization ratios under each ofhad a $1.2 billion variable rate syndicated term loan and two separate $125 million term loans. On January 22, 2018, FE repaid these term loans.loans in full using the proceeds from the $2.5 billion equity investment.



7380




FirstEnergy Money Pools

FirstEnergy’s utility operating subsidiary companies also have the ability to borrow from each other and the holding company to meet their short-term working capital requirements. A similarSimilar but separate arrangement existsarrangements exist among FirstEnergy’s unregulated companies.companies with AE Supply, FE, FET, FEV and certain other unregulated subsidiaries of FE participating in a money pool and FE (as a lender only), FENOC, FES and its subsidiaries participating in a similar money pool. FESC administers these two money pools and tracks surplus funds of FirstEnergy and the respective regulated and unregulated subsidiaries, as the case may be, as well as proceeds available from bank borrowings. Companies receiving a loan under the money pool agreements must repay the principal amount of the loan, together with accrued interest, within 364 days of borrowing the funds. The rate of interest is the same for each company receiving a loan from their respective pool and is based on the average cost of funds available through the pool. The average interest rate for borrowings in 20142017 was 1.45%1.48% per annum for the regulated companies’ money pool and 1.35%2.30% per annum for the unregulated companies’ money pool.
Pollution Control Revenue Bondspools.

As discussed above, FES currently maintains access to its unregulated companies' money pool in lieu of borrowing under its $500 million secured line of credit. FE expects to provide ongoing liquidity to FES within such unregulated companies' money pool through March 2018. As of December 31, 2014, FirstEnergy’s currently payable long-term debt included approximately $92 million of2017, FES, variable interest rate PCRBs,its subsidiaries, and FENOC had no borrowings in the bondholders of which are entitled toaggregate under the benefit of irrevocable direct pay bank LOCs. The interest rates on the PCRBs are reset daily or weekly. Bondholders can tender their PCRBs for mandatory purchase prior to maturity with the purchase price payable from remarketing proceeds or, if the PCRBs are not successfully remarketed, by drawings on the irrevocable direct pay LOCs. The subsidiary obligor is required to reimburse the applicable LOC bank for any such drawings or, if the LOC bank fails to honor its LOC for any reason, must itself pay the purchase price.unregulated companies' money pool.

The LOCs for FirstEnergy's variable interest rate PCRBs outstanding as of December 31, 2014 were issued by the following banks:

Bank 
Aggregate Amount(1)
 Termination Date Reimbursements of Draws Due
  (In millions)    
The Bank of Nova Scotia 52
 April 2015 April 2015
The Bank of Nova Scotia 40
 December 2015 December 2015
Total $92
    

(1)
Excludes approximately $1 million of applicable interest coverage.

Long-Term Debt Capacity

FE's and its subsidiaries' access to capital markets and costs of financing are influenced by the credit ratings of their securities. The following table displays FE’s and its subsidiaries’ credit ratings as of DecemberJanuary 31, 2014:2018:
  Senior Secured Senior Unsecured
Issuer S&P Moody’s Fitch S&P Moody’s Fitch
FE    BB+ Baa3 BB+BBB-
FESCCC+B3  C Ca BBB-Baa3C
AE Supply BB  BB BBB-BB- Baa3B1 BB-
AGC    BBB-BB- Baa3 BB
ATSI    BBB- Baa2Baa1 BBB+
CEI BBB+ Baa1 A- BBB- Baa3 BBB+
FET    BB+ Baa3Baa2 BBB-
JCP&L    BBB- Baa2 BBB
MEBBB-A3BBB+
MAIT    BBB- Baa1 BBB
MP BBB+ A3 BBB+   
OE BBB+ A2 A- BBB- Baa1 BBB+
PN    BBB- Baa2Baa1 BBB+
Penn BBB+ A2 A-   
PE BBB+ A3    
TE BBBBBB+ Baa1 A-   
TrAIL    BBB- A3 BBB+
WP
 BBB+ A2A1 A-   

Debt capacity is subject to the consolidated debt to total capitalizationdebt-to-total-capitalization limits in the Facilitiescredit facilities previously discussed. As of DecemberJanuary 31, 2014,2018, FE and its subsidiaries could issue additional debt of approximately $4.9$6.6 billion, or incur a $3.5 billion reduction to equity, and remain within the limitations of the financial covenants required by the FE Facility.



7481




covenants required by the Facilities, as amended. As of December 31, 2014, FES' incremental debt capacity under its consolidated debt to total capitalization financial covenant is also $4.9 billion given FE's consolidated debt to total capitalization ratio under its Facility, as amended.

Changes in Cash Position

As of December 31, 2014,2017, FirstEnergy had $85$589 million of cash and cash equivalents compared to $218$199 million of cash and cash equivalents as of December 31, 2013.2016. As of December 31, 20142017 and 2013,2016, FirstEnergy had approximately $79$54 million and $103$61 million, respectively, of restricted cash included in Other Current Assets on the Consolidated Balance Sheets.

Cash Flows From Operating Activities

FirstEnergy's most significant sources of cash are derived from electric service provided by its utility operating subsidiaries and the sales of energy and related products and services by its unregulated competitive subsidiaries. The most significant use of cash from operating activities is to buy electricity in the wholesale market and pay fuel suppliers, employees, tax authorities, lenders and others for a wide range of material and services.

Net cash provided from operating activities was $2,713$3,808 million during 2014, $2,6622017, $3,383 million during 20132016 and $2,320$3,460 million during 2012. 2015.

2017 compared with 2016

Cash flows from operations increased $51$425 million in 20142017 as compared with 2013 primarily2016. The year-over-year change in cash from operations increased due to:to the following:

An increasethe absence of $382 million in Regulated Distributioncash contributions to the qualified pension plan in 2016;
higher transmission revenue, reflecting recovery of incremental operating expenses, a higher rate base at ATSI and Regulated Transmission sales associated with TrAIL, and the implementation of new rates at MAIT and JCP&L;
higher weather-related usagedistribution services retail receipts reflecting implementation of approved rates in Ohio, Pennsylvania and New Jersey, as well as improving economic conditions in 2014, complemented by a year-over-year improvement in receivables collections,
Absence in 2014 of make-whole premiums paid on debt redemptions (2013);further described above; partially offset by
Increaseslower receipts from a decrease in purchase powercapacity revenue and transmission expensescontract sales at CES.

2016 compared with 2015

Cash flows from operations decreased $77 million in 2016 compared with 2015 due to the following:

a $239 million increase in cash contributions to the qualified pension plan, partially offset by
higher volumes, increased pricesdistribution deliveries and the full year impact of net rate increases implemented in 2015 at certain Utilities;
higher capacitytransmission revenue, reflecting recovery of incremental operating expenses and a higher rate base;
lower disbursements for fuel and purchased power resulting from the extreme weather-related events in January 2014 that significantly impacted the wholesale market as discussed above.lower sales volumes partially offset by lower capacity revenues at CES.



82




Cash Flows From Financing Activities

In 2014,2017, cash provided fromused for financing activities was $513$702 million compared to $477$34 million of net cash provided from financing activities during 2013.in 2016 and $292 million in 2015. The following table summarizes new debt financing, (net of any discounts), redemptions, repayments, short-term borrowings and common stock dividend payments:dividends:
  For the Years Ended December 31,
Securities Issued or Redeemed / Repaid 2014 2013 2012
  (In millions)
New Issues  
  
  
PCRBs $878
 $
 $650
Term loan 1,050
 
 
Senior secured notes 
 445
 
FMBs 200
 1,000
 100
Unsecured Notes 2,400
 2,300
 
  $4,528
 $3,745
 $750
       
Redemptions / Repayments  
  
  
PCRBs $(793) $(470) $(238)
Long-term revolving credit 
 (50) 
Senior secured notes (191) (376) (118)
FMBs (175) (420) 
Unsecured notes (600) (2,284) (584)
  $(1,759) $(3,600) $(940)
       
       
Tender premiums paid on debt redemptions $
 $(110) $
       
Short-term borrowings, net $(1,605) $1,435
 $1,969
       
Common stock dividend payments $(604) $(920) $(920)



75




On March 31, 2014, FE, FES, AE Supply, FET and FE's other borrower subsidiaries entered into extensions and amendments to the three existing multi-year syndicated revolving credit facilities. Each Facility was extended until March 31, 2019. The FE facility was amended to increase the lending banks' commitments under the facility by $1 billion to a total of $3.5 billion and to increase the individual borrower sublimit for FE by $1 billion to a total of $3.5 billion. The FES/AE Supply facility was amended to decrease the lending banks' commitments by $1 billion to a total of $1.5 billion. The lending banks' commitments under the FET facility remain at $1 billion and that facility was amended to increase ATSI's individual borrower sublimit to $500 million from $100 million and TrAIL's individual borrower sublimit to $400 million from $200 million. FirstEnergy expensed approximately $5 million (FES -$3 million) of unamortized debt expense as a result of the amendments, included in Loss on Debt Redemptions in the Consolidated Statement of Income for the year ended December 31, 2014.
  For the Years Ended December 31
Securities Issued or Redeemed / Repaid 2017 2016 2015
  (In millions)
New Issues  
  
  
Unsecured notes $3,800
 $
 $475
PCRBs 
 471
 339
FMBs 625
 305
 295
Term loan 250
 1,200
 200
Senior secured notes 
 
 2
  $4,675
 $1,976
 $1,311
       
Redemptions / Repayments  
  
  
Unsecured notes $(1,330) $(300) $
PCRBs (158) (483) (313)
FMBs (725) (246) (215)
Term loan 
 (1,200) (200)
Senior secured notes (78) (102) (151)
  $(2,291) $(2,331) $(879)
       
Short-term borrowings (repayments), net $(2,375) $975
 $(91)
       
Common stock dividend payments $(639) $(611) $(607)

On March 31, 2014, FE executed, and fully utilized, a new $1 billion variable rate term loan credit agreement with a maturity date of March 31, 2019. The initial borrowing under the term loan, which took the form of a Eurodollar rate advance, may be converted from time to time, in whole or in part, to alternate base rate advances or other Eurodollar rate advances. The proceeds from this term loan reduced borrowings under the FE Facility.

During the first quarter of 2014,1, 2017, FG and NG remarketed approximately $235retired $28 million and $182 million, respectively, of PCRBs previously held by the companies. The NG PCRBs were remarketed with a fixed interest rate of 4% per annum and a mandatory put date of June 3, 2019 and the FG PCRBs were remarketed with a fixed interest rate of 3.75% per annum and a mandatory put date of December 3, 2018.at maturity.

In addition, in the first quarter of 2014, FG and NG repurchased approximately $197 million and $16 million, respectively, of PCRBs, which were subject to a mandatory tender. The PCRBs have been remarketed in the second and third quarter as described below. Additionally, FGOn March 15, 2017, MP retired $50$150 million of PCRBsFMBs at maturity.

On April 3, 2017, CEI retired $130 million of 5.70% senior notes at maturity.

During the first quarter of 2014, AE Supply returned $500On May 16, 2017, MP issued $250 million of 3.55% FMBs due 2027. Proceeds received from the issuance of the FMBs were used: (i) to repay short-term borrowings, (ii) to fund capital to FE. Additionally, FE contributed $500 million of equity to FES.expenditures and (iii) for working capital needs and other general business purposes.

On AprilJune 1, 2014, PN and ME2017, FG repurchased approximately $45 million and $29$130 million of PCRBs, respectively, which were subject to a mandatory put on such date. The companies areFG is currently holding thethese PCRBs for remarketing subject to future market and other conditions. Additionally, on Aprilindefinitely.

On June 1, 2014, ME2017, JCP&L retired $150$250 million of long-term debt5.65% senior notes at maturity.

On May 19, 2014, FETJune 21, 2017, FE issued $600the aggregate principal amount of $3.0 billion of its senior notes in three series: $500 million of 4.35% senior2.85% notes due 2025 and $400 million2022; $1.5 billion of 5.45% senior3.90% notes due 2044.2027; and $1.0 billion of 4.85% notes due 2047. Proceeds received from the issuance of the senior notes were usedused: (i) to (i) repayredeem $650 million of FE's 2.75% notes due in 2018 on July 25, 2017, and (ii) for general corporate purposes, including the repayment of short-term borrowings under its revolving credit facility and the FirstEnergy unregulated companies' money pool; (ii) fund a capital contribution to ATSI; and (iii) for working capital needs and other general business purposes.FE Facility.

On June 11, 2014, ME and PNAugust 31, 2017, ATSI issued $250$150 million of 4%3.66% senior unsecured notes due 2025 and $200 million of 4.15% senior notes due 2025, respectively.maturing in 2032. Proceeds received from the issuance of the senior notes were used to repay ME and PN's borrowings under the FirstEnergy revolving credit facility and the FirstEnergy regulated companies' money pool.

In addition, in the second quarter of 2014, FG and NG remarketed approximately $57 million and $164 million, respectively, of PCRBs previously held by the companies. The bonds were remarketed with a fixed interest rate of 3.50% per annum and a mandatory put date of June 1, 2020.

On September 25, 2014, ATSI issued $400 million of 5% senior notes due 2044. Proceeds received from the issuance of the senior notes were used: (i) to repay short-term borrowings, (ii) to fund capital expenditures including capital expenditures related to its transmission investment plans; and (ii)(iii) for working capital needs and other general business purposes.

Also during the third quarter, FG and NG remarketed approximately $140.1 million and $101 million, respectively, of PCRBs. Of the total, approximately $45On September 8, 2017, PN issued $300 million of PCRBs3.25% senior notes maturing in 2028. Proceeds from the issuance of the notes were remarketed by NG with a fixed interest rate of 3.63%, of which $15.5 million has a mandatory put date of June 1, 2020 and $29.5 million has a mandatory put date of April 1, 2020. NG also remarketed $56used to repay short-term borrowings that were used to repay at maturity $300 million of PCRBs with a fixed interest rate of 3.95% and a mandatory put date of MayPN's 6.05% senior notes due September 1, 2020; FG remarketed $50 million of PCRBs with a fixed interest rate of 3.10% and a mandatory put date of March 1, 2019; and $90.1 million of PCRBs with a fixed interest rate of 3.00% and a maturity date of May 15, 2019.2017.

On November 25, 2014, PESeptember 15, 2017, WP issued $200$100 million of 4.44%4.09% FMBs due November 15, 2044.2047. Proceeds received from the issuance of the FMBs were used: (i) to refinance PE's outstanding $175 million of 5.35% FMBs due November 15, 2014;repay short-term borrowings, (ii) to repay PE's borrowings under the FirstEnergy regulated companies' money pool;fund capital expenditures and (iii) for other general business purposes.



83




On DecemberOctober 5, 2017, CEI issued $350 million of 3.50% senior notes maturing in 2028. Proceeds from the issuance of the notes were used: (i) to refinance existing indebtedness, including $300 million of 7.88% FMBs due November 1, 2014, NG repurchased approximately $26 million PCRBs, which were subject2017, and borrowings outstanding under FirstEnergy's regulated utility money pool and the Facility, (ii) to a mandatory put on such date. NG is currently holding these PCRBsfund capital expenditures and (iii) for remarketing subject to future marketworking capital and other conditions.general business purposes.

On December 11, 2014, TrAIL15, 2017, WP issued $550$275 million of 3.85% senior notes due June 1, 2025.4.14% FMBs maturing in 2047. Proceeds received from the issuance of the senior notesFMBs were used: (i)used to repay TrAIL's outstanding $450at maturity $275 million of 4.00% senior notesWP's 5.95% FMBs due JanuaryDecember 15, 2015; (ii) to fund capital expenditures; and (iii) for working capital needs and other general business purposes.2017.


76





On December 19, 2014, the maturity date for a $200 million term loan agreement for which FE is the borrower was extended an additional year to December 31, 2016.

Cash Flows From Investing Activities

Cash used for investing activities in 20142017 principally represented cash used for property additions. The following table summarizes investing activities for 2014, 20132017, 2016 and 2012:2015:
 For the Years Ended December 31, For the Years Ended December 31
Cash Used for Investing Activities 2014 2013 2012 2017 2016 2015
 (In millions) (In millions)
Property Additions:            
Regulated distribution $972
 $1,272
 $1,074
Regulated transmission 1,329
 461
 507
Competitive energy services 939
 827
 1,014
Other and reconciling adjustments 72
 78
 83
Regulated Distribution $1,191
 $1,063
 $1,040
Regulated Transmission 1,030
 1,101
 1,020
Competitive Energy Services 317
 619
 588
Corporate/Other 49
 52
 56
Nuclear fuel 233
 250
 286
 254
 232
 190
Proceeds from asset sales (394) (4) (17) (388) (15) (20)
Investments 68
 72
 (62) 98
 111
 114
Asset removal costs 153
 146
 229
 172
 145
 142
Other (13) (9) 43
 (7) (27) (8)
 $3,359
 $3,093
 $3,157
 $2,716
 $3,281
 $3,122

Net cash2017 compared with 2016

Cash used for investing activities during 2014 increased by $266activity in 2017 decreased $565 million, as compared to 20132016, primarily due to increasedlower property additions. The decline in property additions was due to the following:

a decrease of $648$302 million primarily at CES, resulting from lower capital investments associated with outages, MATS compliance and the Mansfield dewatering facility,
a decrease of $71 million at Regulated Transmission segmentdue to timing of capital investments associated with its Energizing the Futureinvestment plan, program; partially offset by, proceeds received from
an increase of $128 million at Regulated Distribution due to an increase in storm restoration work and smart meter investments in Pennsylvania.

2016 compared with 2015

Cash used for investing activity in 2016 increased $159 million, as compared to 2015, primarily due to increases in nuclear fuel purchases and property additions. Property additions increased primarily due to higher transmission investment and CES' purchase of the sale of hydro assetsremaining non-affiliated leasehold interest in Perry Unit 1. The increase in nuclear fuel was due to the first quarter of 2014.scheduled Davis-Besse refueling and maintenance outage in 2016.



84




CONTRACTUAL OBLIGATIONS

As of December 31, 2014, our2017, FirstEnergy's estimated cash payments under existing contractual obligations that we considerit considers firm obligations are as follows:
Contractual Obligations Total 2015 2016-2017 2018-2019 Thereafter Total 2018 2019-2020 2021-2022 Thereafter
 (In millions) (In millions)
Long-term debt(1)
 $19,807
 $769
 $2,882
 $3,953
 $12,203
 $22,266
 $1,051
 $2,548
 $3,460
 $15,207
Short-term borrowings 1,799
 1,799
 
 
 
 300
 300
 
 
 
Interest on long-term debt(2)
 12,798
 1,008
 1,901
 1,563
 8,326
 13,972
 1,081
 1,951
 1,773
 9,167
Operating leases(3)
 2,227
 205
 303
 237
 1,482
 1,874
 146
 230
 235
 1,263
Capital leases(3)
 117
 28
 41
 28
 20
Fuel and purchased power(4)
 17,229
 2,206
 3,425
 2,844
 8,754
 9,110
 1,260
 1,956
 1,395
 4,499
Capital expenditures 4,638
 1,555
 2,261
 786
 36
Pension funding 2,212
 144
 879
 646
 543
Other(5)
 210
 46
 72
 52
 40
Capital expenditures (5)
 1,778
 558
 625
 595
 
Pension funding(6)
 2,217
 1,250
 
 460
 507
Total $60,920
 $7,732
 $11,723
 $10,081
 $31,384
 $51,634
 $5,674
 $7,351
 $7,946
 $30,663

(1)
Excludes unamortized discounts and premiums, fair value accounting adjustments and capital leases.
(2)
Interest on variable-rate debt based on rates as of December 31, 2014.2017.
(3)
See Note 6, Leases,7, "Leases," of the Combined Notes to Consolidated Financial Statements.
(4)
Amounts under contract with fixed or minimum quantities based on estimated annual requirements.
(5) 
Includes amounts forAmounts represent committed capital leases (see Note 6, Leases,expenditures as of December 31, 2017.
(6)
In January 2018, FirstEnergy satisfied its minimum required funding obligations of $500 million and addressed funding obligations through 2020 to its qualified pension plan with additional contributions of $750 million. The impact of the Combined Notes to Consolidated Financial Statements) and contingent tax liabilities (see Note 5, Taxes, ofcontributions is reflected in the Combined Notes to Consolidated Financial Statements).table above.

Excluded from the table above are estimates for the cash outlays from power purchase contracts entered into by most of the Utilities and under which they procure the power supply necessary to provide generation service to their customers who do not choose an alternative supplier. Although actual amounts will be determined by future customer behavior and consumption levels, management currently estimates these cash outlays will be approximately $3.4$2.8 billion in 2015, $0.6 billion2018, of which $300 million are expected to relate to the Utilities' contracts with FES.



77




The table above also excludes regulatory liabilities (see Note 14, Regulatory Matters)15, "Regulatory Matters"), AROs (see Note 13, Asset14, "Asset Retirement Obligations)Obligations"), reserves for litigation, injuries and damages, environmental remediation, and annual insurance premiums, including nuclear insurance (see Note 15, Commitments,16, "Commitments, Guarantees and Contingencies)Contingencies") since the amount and timing of the cash payments are uncertain. The table also excludes accumulated deferred income taxes and investment tax credits since cash payments for income taxes are determined based primarily on taxable income for each applicable fiscal year.
NUCLEAR INSURANCE

The Price-Anderson Act limits the public liability which can be assessed with respect to a nuclear power plant to $13.6$13.4 billion (assuming 104102 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $375$450 million; and (ii) $13.2$13.0 billion provided by an industry retrospective rating plan required by the NRC pursuant thereto. Under such retrospective rating plan, in the event of a nuclear incident at any unit in the United States resulting in losses in excess of private insurance, up to $127 million (but not more than $19 million per unit per year in the event of more than one incident) must be contributed for each nuclear unit licensed to operate in the country by the licensees thereof to cover liabilities arising out of the incident. Based on their present nuclear ownership and leasehold interests, FirstEnergy’s and NG's maximum potential assessment under these provisions would be $509 million (NG-$501 million) per incident but not more than $76 million (NG-$75 million) in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, FirstEnergy has also obtainedNG purchases insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. FirstEnergyNG is a memberMember Insured of NEIL, which provides coverage (NEIL I) for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. Under NEIL I, FirstEnergy’s subsidiaries haveNG, as the Member Insured and each entity with an insurable interest, purchases policies, renewable annually,yearly, corresponding to their respective nuclear interests, which provide an aggregate indemnity of up to approximately $1.96$1.4 billion (NG-$1.93 billion) for replacement power costs incurred during an outage after an initial 20-week12-week waiting period. Members of NEIL I pay annual premiums and are subject to assessments if losses exceed the accumulated funds available to the insurer. FirstEnergy’s present maximum aggregate assessment for incidents at any covered nuclear facility occurring during a policy year would be approximately $14 million (NG-$13 million).

FirstEnergyNG, as the Member Insured and each entity with an insurable interest, is insured as to its respective nuclear interests under property damage insurance provided by NEIL to the operating company for each plant.NEIL. Under these arrangements, up to $2.75 billion of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. FirstEnergy paysMember Insureds of NEIL pay annual premiums for this coverage and are subject to retrospective premium assessments if losses exceed the accumulated funds available to the insurer. NG purchases insurance through NEIL that will pay its obligation in the event a retrospective premium call is liable for retrospective assessmentsmade by NEIL, subject to the terms of up to approximately $74 million (NG-$72 million).the policy.

FirstEnergy intends to maintain insurance against nuclear risks as described above as long as it is available. To the extent that replacement power, property damage, decontamination, decommissioning, repair and replacement costs and other such costs


85




arising from a nuclear incident at any of FirstEnergy’sNG's plants exceed the policy limits of the insurance in effect with respect to that plant, to the extent a nuclear incident is determined not to be covered by FirstEnergy’s insurance policies, or to the extent such insurance becomes unavailable in the future, FirstEnergy would remain at risk for such costs.

The NRC requires nuclear power plant licensees to obtain minimum property insurance coverage of $1.06 billion or the amount generally available from private sources, whichever is less. The proceeds of this insurance are required to be used first to ensure that the licensed reactor is in a safe and stable condition and can be maintained in that condition so as to prevent any significant risk to the public health and safety. Within 30 days of stabilization, the licensee is required to prepare and submit to the NRC a cleanup plan for approval. The plan is required to identify all cleanup operations necessary to decontaminate the reactor sufficiently to permit the resumption of operations or to commence decommissioning. Any property insurance proceeds not already expended to place the reactor in a safe and stable condition must be used first to complete those decontamination operations that are ordered by the NRC. FirstEnergy is unable to predict what effect these requirements may have on the availability of insurance proceeds.
GUARANTEES AND OTHER ASSURANCES

FirstEnergy has various financial and performance guarantees and indemnifications which are issued in the normal course of business. These contracts include performance guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. FirstEnergy enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. The maximum potential amount of future payments FirstEnergy and its subsidiaries could be required to make under these guarantees as of December 31, 2014,2017, was approximately $4.0$3.8 billion, as summarized below:



78




Guarantees and Other Assurances Maximum Exposure Maximum Exposure
 (In millions) (In millions)
FE's Guarantees on Behalf of its Subsidiaries  
  
Energy and Energy-Related Contracts(1)
 $166
 $7
Deferred compensation arrangements(2) 522
 592
Other(2)
 24
AE Supply asset sales(3)
 555
Fuel-Related(4)
 72
Other(5)
 4
 712
 1,230
Subsidiaries’ Guarantees    
Energy and Energy-Related Contracts(3)
 177
FES’ guarantee of NG’s nuclear property insurance 88
Nuclear decommissioning costs(4)
 174
Energy and Energy-Related Contracts(6)
 265
FES’ guarantee of FG’s sale and leaseback obligations 1,899
 1,574
 2,338
 1,839
FE's Guarantees on Behalf of Business Ventures    
Global Holding Facility 300
 275
    
Other Assurances    
Surety Bonds - Wholly Owned Subsidiaries 447
 128
Surety Bonds 24
FES' LOC (long-term tax-exempt debt)(5)
 93
Surety Bonds(7),(8)
 263
Sale leaseback indemnity 58
LOCs(6)(9)
 85
 10
 649
 459
Total Guarantees and Other Assurances $3,999
 $3,803

(1) 
Issued for open-ended terms, with a 10-day termination right by FirstEnergy.
(2) 
Includes guarantees of $4
CES related portion is $149 million for nuclear decommissioning funding assurances, $11, including $58 million for railcar leases, and $9$91 million for various leases.at FES and FENOC, respectively.
(3) 
Includes EnergyAs a condition to closing the sale of the natural gas generating plants, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and Energy-Related Contracts associated with FES of approximately $173 million.AGC arising under the amended and restated purchase agreement.
(4) 
These guaranteesFE is the guarantor of $174 million replace guarantees of $136 million for nuclear decommissioning funding assurances previously provided only by FE. The increase of $38 million over the prior guarantees relates primarilyremaining payments due to CSX/BNSF in connection with the definitive settlement on a $30 million shortfall of estimated nuclear decommissioning funding and a new guaranty of $8 million relating to spent fuel storage facilities at Beaver Valley.transportation agreement.
(5) 
Reflects the $1Includes guarantees of $4 million of interest coverage portion of LOCs issued in support of floating rate PCRBs with maturities in 2015 and the principal amount of floating-rate PCRBs of $92 million, all of which is reflected in currently payable long-term debt on FirstEnergy's consolidated balance sheets.for various leases.
(6) 
Includes $57energy and energy-related contracts associated with FES.
(7)
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 and the Hatfield's Ferry disposal site, respectively.
(8)
FE provides credit support for $23 million of surety bonds held by AE Supply.
(9)
Includes $10 million issued for various terms pursuant to LOC capacity available under FirstEnergy's revolving credit facilities, $11 million pledged in connection with the sale and leaseback of the Beaver Valley Unit 2 by OE and $17 million pledged in connection with the sale and leaseback of Perry by OE.facilities.



86




FES' debt obligations are generally guaranteed by its subsidiaries, FG and NG, and FES guarantees the debt obligations of each of FG and NG. Accordingly, present and future holders of indebtedness of FES, FG and NG would have claims against each of FES, FG and NG, regardless of whether their primary obligor is FES, FG or NG.

Collateral and Contingent-Related Features

In the normal course of business, FE and its subsidiaries routinely enter into physical or financially settled contracts for the sale and purchase of electric capacity, energy, fuel and emission allowances. Certain bilateral agreements and derivative instruments contain provisions that require FE or its subsidiaries to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon FE's or its subsidiaries' credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. The incremental collateral requirement allows for the offsetting of assets and liabilities with the same counterparty, where the contractual right of offset exists under applicable master netting agreements.

Bilateral agreements and derivative instruments entered into by FE and its subsidiaries have margining provisions that require posting of collateral. Based on FES'CES' power portfolio exposure as of December 31, 2014,2017, FES has posted collateral of $175$123 million and AE Supply has posted no collateral.collateral of $4 million. The Regulated Distribution segmentSegment has posted collateral of $1$4 million.

These credit-risk-related contingent features, or the margining provisions within bilateral agreements, stipulate that if the subsidiary were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. Depending on the volume of forward contracts and future price movements, higher amounts for margining, which is the ability to secure additional collateral when needed, could be required.


79





Subsequent to the occurrence of a senior unsecured credit rating downgrade to below S&P's BBB- and Moody's Baa3, or a “material adverse event,” the immediate posting of collateral or accelerated payments may be required of FE or its subsidiaries. The following table discloses the potential additional credit rating contingent contractual collateral obligations that may be required under certain events as of December 31, 2014:2017:

Collateral Provisions FES AE Supply Utilities Total
  (In millions)
Split Rating (One rating agency's rating below investment grade) $603
 $6
 $48
 $657
BB+/Ba1 Credit Ratings $643
 $6
 $48
 $697
Full impact of credit contingent contractual obligations $886
 $72
 $86
 $1,044
Potential Collateral Obligations
FES
AE Supply
Regulated FE Corp Total


(In millions)
Contractual Obligations for Additional Collateral
         
At Current Credit Rating
$4
 $1
 $
 $
 $5
Upon Further Downgrade

 
 41
 
 41
Surety Bonds (Collateralized Amount)(1)

16
 1
 107
 237
 361
Total Exposure from Contractual Obligations
$20
 $2
 $148
 $237
 $407

(1) Surety Bonds are not tied to a credit rating. Surety Bonds' impact assumes maximum contractual obligations (typical obligations require 30 days to cure). 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 and the Hatfield's Ferry disposal site, respectively.

Excluded from the preceding charttable are the potential collateral obligations due to affiliate transactions between the Regulated Distribution segment and CES segment.As ofDecember 31, 2014, neither2017, FES nor AE Supply had anyhas $2 million of collateral posted with theirits affiliates. In the event of a senior unsecured credit rating downgrade to below S&P's BB- or Moody's Ba3, FES would be required to post$24 millionwith affiliated parties.

Other Commitments and Contingencies

FirstEnergyFE is a guarantor under a syndicated three-year senior secured term loan facility due October 18, 2015,March 3, 2020, under which Global Holding borrowed $350Holding's outstanding principal balance is $275 million. Proceeds from the loan were used to repay Signal Peak's and Global Rail's maturing $350 million syndicated two-year senior secured term loan facility. In addition to FirstEnergy,FE, Signal Peak, Global Rail, Global Mining Group, LLC and Global Coal Sales Group, LLC, each being a direct or indirect subsidiary of Global Holding, have also providedcontinue to provide their joint and several guaranties of the obligations of Global Holding under the new facility.

In connection with the current facility, 69.99% of Global Holding's direct and indirect membership interests in Signal Peak, Global Rail and their affiliates along with FEV's and WMB Marketing Ventures, LLC's respective 33-1/3% membership interests in Global Holding, are pledged to the lenders under the current facility as collateral.

FirstEnergy, FEV and the other two co-owners of Global Holding, Pinesdale LLC, a Gunvor Group, Ltd. subsidiary, and WMB Marketing Ventures, LLC, have agreed to use their best efforts to refinance the new facility no later than July 20, 2015, which reflects the terms of an amendment dated August 14, 2013, on a non-recourse basis so that FirstEnergy's guaranty can be terminated and/or released. If that refinancing does not occur, FirstEnergy may require each co-owner to lend to Global Holding, on a pro rata basis, funds sufficient to prepay the new facility in full. In lieu of providing such funding, the co-owners, at FirstEnergy's option, may provide their several guaranties of Global Holding's obligations under the facility. FirstEnergy receives a fee for providing its guaranty, payable semiannually, which accrued at a rate of 4% through December 31, 2012, and accrues at a rate of 5% from January 1, 2013 through October 18, 2015, which amends the rate in the prior agreement, in each case based upon the average daily outstanding aggregate commitments under the facility for such semiannual period.
OFF-BALANCE SHEET ARRANGEMENTS

FES and certain of the Ohio Companies havehas obligations that are not included on theirits Consolidated Balance SheetsSheet related to the Perry Unit 1, Beaver Valley Unit 2, and 2007 Bruce Mansfield Unit 1 sale and leaseback arrangements (expiring in 2040), which are satisfied through operating lease payments. The total present value of these sale and leaseback operating lease commitments, net of trust investments, was $1 billion$862 million as of December 31, 2014 and primarily relates to the 2007 Bruce Mansfield Unit 1 sale and leaseback arrangement expiring in 2040. From time to time FirstEnergy and these companies enter into discussions with certain parties to the arrangements regarding acquisition of owner participant and other interests. However, FirstEnergy cannot provide assurance that any such acquisitions will occur on satisfactory terms or at all.

In February 2014, NG purchased lessor equity interests in OE's existing sale and leaseback of Beaver Valley Unit 2 for approximately $94 million. In November 2014, NG repurchased lessor equity interests in OE's existing sale and leaseback of Perry Unit 1 for approximately $87 million.2017. As of December 31, 2014, FirstEnergy's2017, FES' leasehold interest was 3.75% of Perry Unit 1, 93.83% of Bruce Mansfield Unit 1 and 2.60% of Beaver Valley Unit 2.1.

On June 24, 2014, OE exercised its irrevocable right to repurchase from1, 2017, NG completed the remaining owner participants the lessors' interests in Beaver Valley Unit 2 at the endpurchase of the lease term (June 1, 2017), which right to repurchase was assigned to NG. Additionally, on June 24, 2014, NG entered into a purchase agreement with an owner participant to purchase its2.60% lessor equity interests of the remaining non-affiliated leasehold interestinterests in PerryBeaver Valley Unit 2 for $38 million. In addition, the Beaver Valley Unit 2 leases expired in accordance with their terms on June 1, on May 23, 2016, which is just prior to2017, resulting in NG being the endsole owner of the lease term.Beaver Valley Unit 2.



8087




MARKET RISK INFORMATION

FirstEnergy uses various market risk sensitive instruments, including derivative contracts, primarily to manage the risk of price and interest rate fluctuations. FirstEnergy’s Risk Policy Committee, comprised of members of senior management, provides general oversight for risk management activities throughout the company.

Commodity Price Risk

FirstEnergy is exposed to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk ManagementPolicy Committee is responsible for promoting the effective design and implementation of sound risk management programs and oversees compliance with corporate risk management policies and established risk management practice. FirstEnergy uses a variety of derivative instruments for risk management purposes including forward contracts, options, futures contracts and swaps.

The valuation of derivative contracts is based on observable market information to the extent that such information is available. In cases where such information is not available, FirstEnergy relies on model-based information. The model provides estimates of future regional prices for electricity and an estimate of related price volatility. FirstEnergy uses these results to develop estimates of fair value for financial reporting purposes and for internal management decision making (see Note 9, Fair10, "Fair Value Measurements," of the Combined Notes to Consolidated Financial Statements). Sources of information for the valuation of net commodity derivative contracts assets and liabilities as of December 31, 20142017, are summarized by year in the following table:

Source of Information-
Fair Value by Contract Year
 2015 2016 2017 2018 2019 Thereafter Total
  (In millions)
Prices actively quoted(1)
 $(25) $
 $
 $
 $
 $
 $(25)
Other external sources(2)
 (63) (15) (19) (14) 
 
 (111)
Prices based on models 28
 2
 2
 
 (14) (3) 15
Total(3)
 $(60) $(13) $(17) $(14) $(14) $(3) $(121)
Source of Information-
Fair Value by Contract Year
 2018 2019 2020 2021 2022 Thereafter Total
  (In millions)
Other external sources(1)
 $(25) $(35) $(11) $
 $
 $
 $(71)
Prices based on models 1
 
 
 
 
 
 1
Total(2)
 $(24) $(35) $(11) $
 $
 $
 $(70)

(1)
Represents exchange traded New York Mercantile Exchange futures and options.
(2) 
Primarily represents contracts based on broker and ICE quotes.
(3)(2) 
Includes $(151)$(79) million in non-hedge derivative contracts that are primarily related to NUG contracts.contracts at certain of the Utilities. NUG contracts are subject to regulatory accounting and changes in market values do not impact earnings.

FirstEnergy performs sensitivity analyses to estimate its exposure to the market risk of its commodity positions. Based on derivative contracts as of December 31, 2014,2017, not subject to regulatory accounting, a 10% adverse changean increase in commodity prices of 10% would increasedecrease net income by approximately $1$6 million during the next 12twelve months.

Equity Price Risk

As of December 31, 2014, the FirstEnergy pension and OPEB plan assets were approximately allocated as follows: 37% in equity securities, 33% in fixed income securities, 14% in absolute return strategies, 7% in real estate and 9% in cash and short-term securities. A decline in the value of plan assets could result in additional funding requirements. FirstEnergy’s funding policy is based on actuarial computations using the projected unit credit method. During the year ended December 31, 2014, FirstEnergy made no contributions to its qualified pension plans. See Note 3, Pension and Other Postemployment Benefits, of the Combined Notes to Consolidated Financial Statements for additional details on FirstEnergy's pension plans and OPEB. In 2014, FirstEnergy's pension plan and OPEB assets earned approximately 6.2% as compared to an expected return on plan assets of 7.75%.

NDT funds have been established to satisfy NG’s and other FirstEnergy subsidiaries' nuclear decommissioning obligations. As of December 31, 2014,2017, approximately 66%55% of the funds were invested in fixed income securities, 26%41% of the funds were invested in equity securities and 8%4% were invested in short-term investments, with limitations related to concentration and investment grade ratings. The investments are carried at their market values of approximately $1,520$1,491 million,, $591 $1,104 million and $190$90 million for fixed income securities, equity securities and short-term investments, respectively, as of December 31, 2014,2017, excluding $40$(7) million of net receivables, payables and accrued income. A hypothetical 10% decrease in prices quoted by stock exchanges would result in a $59$110 million reduction in fair value as of December 31, 2014.2017. Certain FirstEnergy subsidiaries recognize in earnings the unrealized losses on AFS securities held in its NDT as OTTI. A decline in the value of FirstEnergy’s NDT funds or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2014,2017, FirstEnergy contributed approximately $8 millionmade no contributions to the NDT.NDTs.



88




Interest Rate Risk

FirstEnergy’s exposure to fluctuations in market interest rates is reduced since a significant portion of debt has fixed interest rates, as noted in the table below. FirstEnergy is subject to the inherent interest rate risks related to refinancing maturing debt by issuing


81




new debt securities. As discussed in Note 6, Leases7, "Leases," of the Combined Notes to Consolidated Financial Statements, FirstEnergy’s investments in capital trusts effectively reduce future lease obligations, also reducing interest rate risk.
Comparison of Carrying Value to Fair Value
Year of Maturity 2015
2016
2017
2018
2019
There-after
Total
Fair Value 2018
2019
2020
2021
2022
There-after
Total
Fair Value
 (In millions) (In millions)
Assets:                                
Investments Other Than Cash and Cash Equivalents:                                
Fixed Income $6
 $5
 $2
 $
 $
 $1,751
 $1,764
 $1,768
 $
 $
 $
 $
 $
 $1,738
 $1,738
 $1,738
Average interest rate 8.8% 8.9% 8.9% % % 3.8% 4.9%   % % % % % 3.3% 3.3%  
                
Liabilities:                                
Long-term Debt:                                
Fixed rate $381
 $662
 $1,517
 $1,329
 $1,035
 $13,612
 $18,536
 $20,441
 $679
 $1,035
 $541
 $490
 $1,100
 $16,957
 $20,802
 $21,579
Average interest rate 5.3% 5.5% 6.1% 4.8% 6.5% 5.2% 5.3%   6.8% 6.5% 5.5% 5.7% 4.1% 4.9% 5.0%  
Variable rate $
 $200
 
 6
 $1,000
 $86
 $1,292
 $1,292
Variable rate(1)
 $
 $9
 $250
 $1,200
 $
 $
 $1,459
 $1,459
Average interest rate % 1.7% % % 1.9% % 1.7%   % 1.1% 2.4% 2.4% % % 2.4%  

(1) As of December 31, 2017, FE had a $1.2 billion variable rate syndicated term loan and two separate $125 million term loans. On January 22, 2018, FE repaid these term loans in full using the proceeds from the $2.5 billion equity investment.

CREDIT RISK

Credit risk is defined as the risk that a counterparty to a transaction will be unable to fulfill its contractual obligations. FirstEnergy and FES evaluateevaluates the credit standing of a prospective counterparty based on the prospective counterparty's financial condition. FirstEnergy and FES may impose specific collateral requirements and use standardized agreements that facilitate the netting of cash flows. FirstEnergy and FES monitormonitors the financial conditions of existing counterparties on an ongoing basis. An independent risk management group oversees credit risk.

Wholesale Credit Risk

FirstEnergy and FES measuremeasures wholesale credit risk as the replacement cost for derivatives in power, natural gas, coal and emission allowances, adjusted for amounts owed to, or due from, counterparties for settled transactions. The replacement cost of open positions represents unrealized gains, net of any unrealized losses, where FirstEnergy and FES havehas a legally enforceable right of offset. FirstEnergy monitors and FES monitor and managemanages the credit risk of wholesale marketing, risk management and energy transacting operations through credit policies and procedures, which include an established credit approval process, daily monitoring of counterparty credit limits, the use of credit mitigation measures such as margin, collateral and the use of master netting agreements. FirstEnergy's and FES' portfolioThe majority of energy contracts has a current weighted average risk rating of A (S&P) forFirstEnergy's energy contract counterparties.counterparties maintain investment-grade credit ratings.

Retail Credit Risk

FirstEnergy's and FES' principal retail credit risk exposure relates to its competitive electricity activities, which serve residential, commercial and industrial companies. Retail credit risk results when customers default on contractual obligations or fail to pay for service rendered. This risk represents the loss that may be incurred due to the nonpayment of customer accounts receivable balances, as well as the loss from the resale of energy previously committed to serve customers.

Retail credit risk is managed through established credit approval policies, monitoring customer exposures and the use of credit mitigation measures such as deposits in the form of LOCs, cash or prepayment arrangements.

Retail credit quality is affected by the economy and the ability of customers to manage through unfavorable economic cycles and other market changes. If the business environment were to be negatively affected by changes in economic or other market conditions, FirstEnergy's and FES' retail credit risk may be adversely impacted.


89




OUTLOOK

STATE REGULATION

Each of the Utilities' retail rates, conditions of service, issuance of securities and other matters are subject to regulation in the states in which it operates - in Maryland by the MDPSC, in Ohio by the PUCO, in New Jersey by the NJBPU, in Pennsylvania by the PPUC, in West Virginia by the WVPSC and in New York by the NYPSC. The transmission operations of PE in Virginia are subject to certain regulations of the VSCC. In addition, under Ohio law, municipalities may regulate rates of a public utility, subject to appeal to the PUCO if not acceptable to the utility.



82




As competitive retail electric suppliers serving retail customers primarily in Ohio, Pennsylvania, Illinois,Maryland, Michigan, New Jersey and Maryland,Illinois, FES and AE Supply are subject to state laws applicable to competitive electric suppliers in those states, including affiliate codes of conduct that apply to FES, AE Supply and their public utility affiliates. In addition, if any of the FirstEnergy affiliates were to engage in the construction of significant new transmission or generation facilities, depending on the state, they may be required to obtain state regulatory authorization to site, construct and operate the new transmission or generation facility.

Following the adoption of the Tax Act, various state regulatory proceedings have been initiated to investigate the impact of the Tax Act on the Utilities’ rates and charges. State proceedings which have arisen are discussed below. The Utilities continue to monitor and investigate the impact of state regulatory impacts resulting from the Tax Act.

MARYLAND

PE provides SOS pursuant to a combination of settlement agreements, MDPSC orders and regulations, and statutory provisions. SOS supply is competitively procured in the form of rolling contracts of varying lengths through periodic auctions that are overseen by the MDPSC and a third partythird-party monitor. Although settlements with respect to residential SOS supply for PE customers have expired, on December 31, 2012, by statute, service continues in the same manner unlessuntil changed by order of the MDPSC. The settlement provisions relating to non-residential SOS have also expired; however, by MDPSC order, the terms of service remain in place unless PE requests or the MDPSC orders a change. PE recovers its costs plus a return for providing SOS.

The Maryland legislature adopted a statute in 2008 codifying the EmPOWER Maryland goals to reduce electric consumption by 10% and reduce electricity demand by 15%, inand requiring each case by 2015. PE's initialelectric utility to file a plan submitted in complianceevery three years. On July 16, 2015, the MDPSC issued an order setting new incremental energy savings goals for 2017 and beyond, beginning with the goal of 0.97% savings achieved under PE's current plan for 2016, and increasing 0.2% per year thereafter to reach 2%. The Maryland legislature in April 2017 adopted a statute was approved in 2009, at which time expenditures were estimatedrequiring the same 0.2% per year increase, up to be approximately $101 millionthe ultimate goal of 2% annual savings, for the PEduration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs for the entire periodand services are available. The costs of 2009-2015. PE's third2015-2017 plan covering the three-year period 2015-2017, was approved by the MDPSC in December 2014 were approximately $60 million. PE filed its 2018-2020 EmPOWER Maryland plan on August 31, 2017. The 2018-2020 plan continues and expands upon prior years' programs, and adds new programs, for a projected total cost of $116 million over the three-year period. On December 23, 2014. The projected costs of22, 2017, the 2015-2017MDPSC issued an order approving the 2018-2020 plan are approximately $64 million for that three year period. with various modifications.PE continues to recoverrecovers program costs subject to a five-year amortization. Maryland law only allows for the utility to recover lost distribution revenue attributable to energy efficiency or demand reduction programs through a base rate case proceeding, and to date, such recovery has not been sought or obtained by PE.

The MDPSC adopted rules, effective May 28, 2012, that set utility-specific SAIDI and SAIFI targets for 2012-2015; prescribed detailed tree-trimming requirements, outage restoration and downed wire response deadlines; imposed other reliability and customer satisfaction requirements; and established annual reporting requirements. The MDPSC is required to assess each utility's compliance with the new rules, and may assess penalties of up to $25,000 per day, per violation. The MDPSC issued orders accepting PE's reports on compliance under the new rules on September 3, 2013 and August 27, 2014.

On February 27, 2013, the MDPSC issued an order (the February 27 Order) requiring the Maryland electric utilities to submit analyses relating to the costs and benefits of making further system and staffing enhancements in order to attempt to reduce storm outage durations. The order further required the Staff of the MDPSC to report on possible performance-based rate structures and to propose additional rules relating to feeder performance standards, outage communication and reporting, and sharing of special needs customer information. PE's final filing on September 3, 2013,responsive filings discussed the steps needed to harden the utility's system in order to attempt to achieve various levels of storm response speed described in the February 272013 Order, and projected that it would require approximately $2.7 billion in infrastructure investments over 15 years to attempt to achieve the quickest level of response for the largest storm projected in the February 272013 Order. On July 1, 2014, the Staff of the MDPSC issued a set of reports that recommended the imposition of extensive additional requirements in the areas of storm response, feeder performance, estimates of restoration times, and regulatory reporting. The Staff also recommendedreporting, as well as the imposition of penalties, including customer rebates, for a utility's failure or inability to comply with the escalating standards of storm restoration speed proposed by the Staff.Staff of the MDPSC. In addition, the Staff of the MDPSC proposed that the Maryland utilities be required to develop and implement system hardening plans, up to a rate impact cap on cost. The MDPSC conducted a hearing September 15-18, 2014, to consider certain of these matters, and has not yet scheduled further proceedingsissued a ruling on any of those matters.

On September 26, 2016, the matters.MDPSC initiated a new proceeding to consider an array of issues relating to electric distribution system design, including matters relating to electric vehicles, distributed energy resources, advanced metering infrastructure, energy storage, system planning, rate design, and impacts on low-income customers. Comments were filed and a hearing was held in late 2016.On January 31, 2017, the MDPSC issued a notice establishing five working groups to address these issues over the following eighteen months, and also directed the retention of an outside consultant to prepare a report on costs and benefits of distributed solar generation in Maryland. On January 19, 2018, PE filed a joint petition, along with other utility companies, work group stakeholders, and the MDPSC electric vehicle work group leader, to implement a statewide electric vehicle portfolio. If approved, PE will launch an electric vehicle charging infrastructure program on January 1, 2019, offering up to 2,000 rebates for electric vehicle charging equipment to residential customers, and deploying up to 259 chargers at non-residential customer service locations at a projected total cost of $12 million. PE is proposing to recover program costs subject to a five-year amortization. On February 6, 2018, the MDPSC opened a new proceeding to consider the petition and directed that comments be filed by March 16, 2018.



90




On January 12, 2018, the MDPSC instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of Maryland utilities. PE must track and apply regulatory accounting treatment for the impacts beginning January 1, 2018, and submitted a report to the MDPSC on February 15, 2018, estimating that the Tax Act impacts would be approximately $7 million to $8 million annually for PE’s customers and proposed to file a base rate case in the third quarter of 2018 where the benefits from the effects of the Tax Act will be realized by customers through a lower rate increase than would otherwise be necessary.

NEW JERSEY

JCP&L currently provides BGS for retail customers who do not choose a third party EGS and for customers of third partythird-party EGSs that fail to provide the contracted service. The supply for BGS which is comprised of two components, is provided through contracts procured through separate, annually held descending clock auctions, the results of which are approved by the NJBPU. One BGS component and auction, reflectingreflects hourly real time energy prices and is available for larger commercial and industrial customers. The othersecond BGS component and auction, providingprovides a fixed price service and is intended for smaller commercial and residential customers. All New Jersey EDCs participate in this competitive BGS procurement process and recover BGS costs directly from customers as a charge separate from base rates.

In an order issued July 31, 2012,JCP&L currently operates under rates that were approved by the NJBPU orderedon December 12, 2016, effective as of January 1, 2017. These rates provide an annual increase in operating revenues of approximately $80 million from those previously in place and are intended to improve service and benefit customers by supporting equipment maintenance, tree trimming, and inspections of lines, poles and substations, while also compensating for other business and operating expenses. In addition, on January 25, 2017, the NJBPU approved the acceleration of the amortization of JCP&L’s 2012 major storm expenses that are recovered through the SRC in order for JCP&L to file a baseachieve full recovery by December 31, 2019.

Pursuant to the NJBPU's March 26, 2015 final order in JCP&L's 2012 rate case using a historical 2011 test year. The rate case petition was filedproceeding directing that certain studies be completed, on November 30, 2012 by JCP&L requesting approvalJuly 22, 2015, the NJBPU approved the NJBPU staff's recommendation to increase revenues by approximately $31 million,implement such studies, which included operational and financial components. The independent consultant conducting the recovery of 2011 storm restoration costs but excluded approximately $603 million of costs incurred in 2012 associated withreview issued a final report on July 27, 2016, recognizing that JCP&L is meeting the impact of Hurricane Sandy. InNJBPU requirements and making various operational and financial recommendations. The NJBPU issued an Order on August 24, 2016, that accepted the initial briefs of the parties,independent consultant’s final report and directed JCP&L, the Division of Rate Counsel recommended that base rate revenues be reduced by $214.9 million while the NJBPU Staff recommended a $207.4 million reduction (such amounts do notand other interested parties to address the revenue requirements associated with the major storm events of 2011 and 2012). On May 5, 2014, JCP&L submitted updated schedules to reflect the result of the generic storm cost proceeding, discussed below, to revise the debt rate to 5.93%, and to request that base rate revenues be increased by $9.1 million, including the recovery of 2011 storm costs. The record in the case was closed as of June 30, 2014. The ALJ provided his initial Decision on January 8, 2015, which recommended an annual revenue


83




reduction of $107.5 million and did not include the recovery of 2012 storm costs or any CTA. On February 11, 2015, the NJBPU approved a 45-day extension to render a final decision. recommendations.

On January 23, 2013, the NJBPU openedIn an Order issued October 22, 2014, in a generic proceeding to review its policies with respect to the use of a CTA in base rate cases. The NJBPU and its Staff solicited, and were provided, input from interested stakeholders, including utilities and the Division of Rate Counsel. On June 18, 2014,cases, the NJBPU Staff proposed to amend current CTA policy by: 1) calculating savings using a 5 year look back from the beginning of the test year; 2) allocating savings with 75% retained by the company and 25% allocated to rate payers; and 3) excluding transmission assets of electric distribution companies in the savings calculation. JCP&L and other stakeholders filed written comments on the Staff proposal. In its Order issued October 22, 2014, the NJBPU stated that it would continue to apply its current CTA policy in base rate cases, subject to incorporating the staff proposed modifications (as discussed above). For pending base rate cases in whichfollowing modifications: (i) calculating savings using a five-year look back from the record had closed, such as JCP&L’s, the NJBPU would, following an initial decisionbeginning of the ALJ, reopentest year; (ii) allocating savings with 75% retained by the record for the limited purposecompany and 25% allocated to rate payers; and (iii) excluding transmission assets of adding a CTA calculation reflecting the modified policy and allow parties the opportunity to comment. FirstEnergy expects the application of the modified policyelectric distribution companies in the pending JCP&L base rate case to reduce annual revenues by approximately $5 million.savings calculation. On November 5, 2014, the Division of Rate Counsel appealed the NJBPU Order regarding the generic CTA proceeding to the Superior Court of New Jersey Superior Court.Appellate Division and JCP&L has filed to participate as a respondent in that proceeding.proceeding supporting the order. On September 18, 2017, the Superior Court of New Jersey Appellate Division reversed the NJBPU's Order on the basis that the NJBPU's modification of its CTA methodology did not comply with the procedures of the NJAPA. JCP&L's existing rates are not expected to be impacted by this order. On December 19, 2017, the NJBPU approved the issuance of proposed rules to modify the CTA methodology consistent with its October 22, 2014 Generic Order. Theproposed rule was published in the NJ Register on January 16, 2018, and was republished on February 6, 2018, to correct an error.Interested parties have sixty days to comment on the proposed rulemaking.

At the December 19, 2017 NJBPU public meeting, the NJBPU approved its IIP rulemaking. The IIP creates a financial incentive for utilities to accelerate the level of investment needed to promote the timely rehabilitation and replacement of certain non-revenue producing components that enhance reliability, resiliency, and/or safety. JCP&L expects to make a filing in 2018.

On March 20, 2013,January 31, 2018, the NJBPU ordered thatinstituted a generic proceeding be established to investigateexamine the prudenceimpacts of costs incurred by allthe Tax Act on the rates and charges of New Jersey utilitiesutilities. JCP&L must track and apply regulatory accounting treatment for service restoration efforts associated with the major storm events of 2011impacts effective January 1, 2018, and 2012. The Order provided that if any utility had already filedfile a proceeding for recovery of such storm costs, to the extent the amount of approved recovery had not yet been determined, the prudence of such costs would be reviewed in the generic proceeding. On May 31, 2013, the NJBPU clarified its earlier order to indicate that the 2011 major storm costs would be reviewed expeditiously in the generic proceeding, with the goal of maintaining the base rate case schedule established by the ALJ where recovery of such costs would be addressed. The NJBPU further indicated that it would review the 2012 major storm costs in the generic proceeding and the recovery of such costs would be considered through a Phase II in the existing base rate case or through another appropriate method to be determined at the conclusion of the generic proceeding. On June 21, 2013, JCP&L filed a detailed report in support of recovery of major storm costs with the NJBPU. On February 24, 2014, a Stipulation was filedpetition with the NJBPU by JCP&L,March 2, 2018, regarding the Division of Rate Counsel and NJBPU Staff which will allow recovery of $736 million of JCP&L’s $744 million of costs related to the significant weather events of 2011 and 2012. As a result, FirstEnergy recorded a regulatory asset impairment charge of approximately $8 million (pre-tax) as of December 31, 2013. By its Order of March 19, 2014, the NJBPU approved the Stipulation of Settlement. Although the settlement permits recovery of 2011 and 2012 storm costs, the recoveryexpected impacts of the 2011 costsTax Act on JCP&L’s expenses and revenues and how the effects will be addressed in the pending base rate case; whereas the manner and timing of recovery of the 2012 storm costs totaling $580 million will be determined by the NJBPU.passed through to its customers.

OHIO

The Ohio Companies primarilycurrently operate under their ESP 3 planIV which commenced June 1, 2016 and expires on May 31, 2016.2024. The material terms of ESP 3 include:
ContinuingIV, as approved in the currentPUCO’s Opinion and Order issued on March 31, 2016 and Fifth Entry on Rehearing on October 12, 2016, include Rider DMR, which provides for the Ohio Companies to collect $132.5 million annually for three years, with the possibility of a two-year extension. Rider DMR will be grossed up for federal income taxes, resulting in an approved amount of approximately $204 million annually. Revenues from Rider DMR will be excluded from the significantly excessive earnings test for the initial three-year term but the exclusion will be reconsidered upon application for a potential two-year extension. The PUCO set three conditions for continued recovery under Rider DMR: (1) retention of the corporate headquarters and nexus of operations in Akron, Ohio; (2) no change in control of the Ohio Companies; and (3) a demonstration of sufficient progress in the implementation of grid modernization programs approved by the PUCO. ESP IV also continues a base distribution rate freeze through May 31, 2016;2024. In addition, ESP IV continues the supply of power to non-shopping customers at a market-based price set through an auction process.
Continues


91




ESP IV also continues Rider DCR, which supports continued investment related to the distribution system for the benefit of customers, with increased revenue caps of $30 million per year from June 1, 2016 through May 31, 2019; $20 million per year from June 1, 2019 through May 31, 2022; and $15 million per year from June 1, 2022 through May 31, 2024. Other material terms of ESP IV include: (1) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
Continuing (2) an agreement to providefile a Grid Modernization Business Plan for PUCO consideration and approval (which filing was made on February 29, 2016, and remains pending); (3) a goal across FirstEnergy to reduce CO2 emissions by 90% below 2005 levels by 2045; (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and assistance to low-income customers for the two-year plan period at levels establishedjob retention in the prior ESP;Ohio Companies’ service territories; (b) establish a fuel-fund in each of the Ohio Companies’ service territories to assist low-income customers; and (c) establish a Customer Advisory Council to ensure preservation and growth of the competitive market in Ohio; and (5) an agreement to file an application to transition to a straight fixed variable cost recovery mechanism for residential customers' base distribution rates (which filing was made on April 3, 2017, and remains pending).
A 6% generation rate discount to certain low income customers provided by
Several parties, including the Ohio Companies, throughfiled applications for rehearing regarding the Ohio Companies’ ESP IV with the PUCO. The Ohio Companies’ application for rehearing challenged, among other things, the PUCO’s failure to adopt the Ohio Companies’ suggested modifications to Rider DMR. The Ohio Companies had previously suggested that a bilateral wholesale contract with FES (FES is oneproperly designed Rider DMR would be valued at $558 million annually for eight years, and include an additional amount that recognizes the value of the wholesale supplierseconomic impact of FirstEnergy maintaining its headquarters in Ohio. Other parties’ applications for rehearing argued, among other things, that the PUCO’s adoption of Rider DMR is not supported by law or sufficient evidence. On August 16, 2017, the PUCO denied all remaining intervenor applications for rehearing, denied the Ohio Companies’ challenges to the modifications to Rider DMR and added a third-party monitor to ensure that Rider DMR funds are spent appropriately. On September 15, 2017, the Ohio Companies);
Continuing to provide power to non-shopping customers at a market-based price set throughCompanies filed an auction process;
Continuing Rider DCR that allows continued investment in the distribution systemapplication for the benefit of customers;
Continuing commitment not to recover from retail customers certain costs related to transmission cost allocations for the longerrehearing of the five-year period from June 1, 2011 through May 31, 2016 or whenPUCO’s August 16, 2017 ruling on the amountissues of costs avoided by customersthe third-party monitor and the ROE calculation for certain types of products totals $360 million, subject toadvanced metering infrastructure. On October 11, 2017, the outcome of certain FERC proceedings;
Securing generation supply for a longer period of time by conducting an auction for a three-year period rather than a one-year period, in each of October 2012 and January 2013, to mitigate any potential price spikes forPUCO denied the Ohio Companies' utility customers who do not switch to a competitive generation supplier;application for rehearing on both issues. On October 16, 2017, the Sierra Club and
Extending the recovery period for costs associated with purchasing RECs mandated by SB221, Ohio's renewable energy and energy efficiency standard, through the end of the new ESP 3 period. This is expected to initially reduce the monthly renewable energy charge for all non-shopping utility customers of the Ohio Companies by spreading out the costs over the entire ESP period.

NoticesManufacturer's Association Energy Group filed notices of appeal of the Ohio Companies' ESP 3 plan towith the Supreme Court of Ohio wereappealing various PUCO entries on their applications for rehearing. On November 16, 2017, the Ohio Companies intervened in the appeal. Additional parties subsequently filed bynotices of appeal with the NortheastSupreme Court of Ohio Public Energy Council and the ELPC. The matter has not yet been scheduledchallenging various PUCO entries on their applications for oral argument.rehearing. For additional information, see “FERC Matters - Ohio ESP IV PPA,” below.

The Ohio Companies filed an application with the PUCO on August 4, 2014 seeking approval of their ESP IV entitled Powering Ohio's Progress. The Ohio Companies have requested a decision by the PUCO by April 8, 2015. The Ohio Companies filed a partial Stipulation and Recommendation on December 22, 2014. The evidentiary hearing on the ESP IV is scheduled to commence on April 13, 2015. The material terms of the proposed plan include:
Continuing a base distribution rate freeze through May 31, 2019;
Continuing collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
Providing economic development and assistance to low-income customers for the three-year plan period;


84




An Economic Stability Program providing for a retail rate stability rider to flow through charges or credits representing the net result of the costs paid to FES through a proposed 15-year purchase power agreement for the output of Sammis, Davis-Besse and FES’ share of OVEC against the revenues received from selling the output into the PJM markets over the same period;
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
Continuing Rider DCR with increased revenue caps of approximately $30 million per year that allows continued investment supporting the distribution system for the benefit of customers;
A commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of such costs avoided by customers for certain types of products totals $360 million, including appropriately such costs from MISO along with such costs from PJM, subject to the outcome of certain FERC proceedings; and
General updates to electric service regulations and tariffs to reflect regulatory orders, administrative rule changes, and current practices.

Under Ohio's energy efficiency standards (SB221 and SB310), and the Ohio Companies' filing of amended energy efficiency plans,ORC 4928.66, the Ohio Companies are required to implement energy efficiency programs that achieve a totalcertain annual energy savings equivalentand total peak demand reductions. Starting in 2017, ORC 4928.66 requires the energy savings benchmark to increase by 1% and the peak demand reduction benchmark to increase by 0.75% annually thereafter through 2020 and the energy savings benchmark to increase by 2% annually from 2021 through 2027, with a cumulative benchmark of approximately 2,237 GWHs in 2014, 2015 and 2016. The22.2% by 2027. On April 15, 2016, the Ohio Companies are also required to reduce peak demand in 2009 by 1%, withfiled an additional 0.75% reduction each year thereafter through 2014, and retain the 2014 levelapplication for 2015 and 2016, and then increase the benchmark by an additional 0.75% thereafter through 2020.

On March 20, 2013, the PUCO approved theapproval of their three-year energy efficiency portfolio plans for 2013-2015, estimatedthe period from January 1, 2017 through December 31, 2019. The plans as proposed comply with benchmarks contemplated by ORC 4928.66 and provisions of the ESP IV, and include a portfolio of energy efficiency programs targeted to costa variety of customer segments, including residential customers, low income customers, small commercial customers, large commercial and industrial customers and governmental entities. On December 9, 2016, the Ohio Companies filed a Stipulation and Recommendation with several parties that contained changes to the plan and a decrease in the plan costs. The Ohio Companies anticipate the cost of the plans will be approximately $250$268 million over the three-year period, which islife of the portfolio plans and such costs are expected to be recovered in rates. Applications for rehearing were filed bythrough the Ohio Companies and several other parties.Companies’ existing rate mechanisms. On July 17, 2013,November 21, 2017, the PUCO deniedissued an order that approved the filed Stipulation and Recommendation with several modifications, including a cap on the Ohio Companies' application for rehearing, in part, but authorizedCompanies’ collection of program costs and shared savings set at4% of the Ohio CompaniesCompanies’ total sales to receive 20% of any revenues obtained from offering energy efficiency and DR reserves into the PJM auction. The PUCO also confirmed that the Ohio Companies can recover PJM costs and applicable penalties associated with PJM auctions, including the costs of purchasing replacement capacity from PJM incremental auctions, to the extent that such costs or penalties are prudently incurred.customers as reported on FERC Form 1. On August 16, 2013, ELPC and OCC filed applications for rehearing, which were granted for the sole purpose of further consideration of the issue. On September 24, 2014,December 21, 2017, the Ohio Companies filed an amendment to their portfolio plan as contemplated by SB310, seeking to suspend certain programs for the 2015-2016 period in order to better align the plan with the new benchmarks under SB310. On November 20, 2014, the PUCO approved the Ohio Companies' amended portfolio plan. Several applicationsapplication for rehearing were filed, andchallenging the PUCO granted those applications for further considerationPUCO’s modification of the matters specified in those applications.

On September 16, 2013,Stipulation and Recommendation to include the Ohio Companies filed with the Supreme Court of Ohio a notice of appeal of the PUCO's July 17, 2013 Entry on Rehearing related to energy efficiency, alternative energy, and long-term forecast rules stating that the rules issued4% cost cap, which was denied by the PUCO are inconsistent with, and are not supported by, statutory authority. On October 23, 2013, the PUCO filed a motion to dismiss the appeal, which is still pending. The matter has not been scheduled for oral argument.on January 10, 2018.

Ohio law requires electric utilities and electric service companies in Ohio to serve part of their load from renewable energy resources measured by an annually increasing percentage amount through 2024,2026, except that in 2014 SB310 froze 2015 and 2016 that remainrequirements at the 2014 level.level (2.5%), pushing back scheduled increases, which resumed in 2017 (3.5%), and increases 1% each year through 2026 (to 12.5%) and shall remain at 12.5% in 2027 and each year thereafter. The Ohio Companies conducted RFPs in 2009, 2010 and 2011 to secure RECs to help meet these renewable energy requirements. In September 2011, the PUCO opened a docket to review the Ohio Companies' alternative energy recovery rider through which the Ohio Companies recover the costs of acquiring these RECs. The PUCO issued an Opinion and Order on August 7, 2013, approving the Ohio Companies' acquisition process and their purchases of RECs to meet statutory mandates in all instances except for part of thecertain purchases arising from one auction and directingdirected the Ohio Companies to credit non-shopping customers in the amount of $43.4 million, plus interest, on the basis that the Ohio Companies did not prove such purchases were prudent. Based on the PUCO ruling, a regulatory charge of approximately $51 million, including interest, was recorded in the fourth quarter of 2013. On December 24, 2013, following the denial of their application for rehearing, the Ohio Companies filed a notice of appeal and a motion for stay of the PUCO's order with the Supreme Court of Ohio, which was granted. On February 18, 2014, theThe OCC and the ELPC also filed appeals of the PUCO's order. The Ohio Companies filed their merit brief withOn January 24, 2018, the Supreme Court of Ohio reversed the PUCO order finding that the order violated the rule against prohibiting retroactive ratemaking. On February 5, 2018, the OCC and ELPC filed a motion for reconsideration, to which the Ohio Companies responded in opposition on March 6, 2014 and the briefing process concluded on December 24, 2014. The matter is not yet scheduled for oral argument.February 15, 2018.

On April 9, 2014, the PUCO initiated a generic investigation of marketing practices in the competitive retail electric service market, with a focus on the marketing of fixed-price or guaranteed percent-off SSO rate contracts where there is a provision that permits the pass-through of new or additional charges. On November 18, 2015, the PUCO ruled that on a going-forward basis, pass-through clauses may not be included in fixed-price contracts for all customer classes. On December 18, 2015, FES filed an Application for



8592




Rehearing seeking to change the ruling or have it only apply to residential and small commercial customers. On January 13, 2016, the PUCO granted reconsideration for further consideration of the matters specified in the applications for rehearing. On March 29, 2017, the PUCO issued a Second Entry on Rehearing that granted, in part, the applications for rehearing filed by FES and other parties, finding that the PUCO’s guidelines regarding fixed-price contracts should not apply to large mercantile customers. This finding changes the original order, which applied the guidelines to all customers, including mercantile customers. The PUCO also reaffirmed several provisions of the original order, including that the fixed-price guidelines only apply on a going-forward basis and not to existing contracts and that regulatory-out clauses in contracts are permissible.

On December 1, 2017, the Ohio Companies filed an application with the PUCO for approval of a DPM Plan. The DPM Plan is a portfolio of approximately $450 million in distribution platform investment projects, which are designed to modernize the Ohio Companies’ distribution grid, prepare it for further grid modernization projects, and provide customers with immediate reliability benefits. The Ohio Companies have requested that the PUCO issue an order approving the DPM Plan and associated cost recovery no later than May 2, 2018, so that the Ohio Companies can expeditiously commence the DPM Plan and customers can begin to realize the associated benefits.

On January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act and determine the appropriate course of action to pass benefits on to customers. The Ohio Companies must establish a regulatory liability, effective January 1, 2018, for the estimated reduction in federal income tax resulting from the Tax Act, and filed comments on February 15, 2018, explaining that customers will save nearly $40 million annually as a result of updating tariff riders for the tax rate changes and that the Ohio Companies’ base distribution rates are not impacted by the Tax Act changes because they are frozen through May 2024.

PENNSYLVANIA

The Pennsylvania Companies currently operate under DSPs that expire onfor the June 1, 2017 through May 31, 2015, and2019 delivery period, which provide for the competitive procurement of generation supply for customers thatwho do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service. The default serviceUnder the DSPs, the supply is currentlywill be provided by wholesale suppliers through a mix of long-term and short-term contracts procured through descending clock auctions, competitive requests for proposals and spot market purchases. On July 24, 2014, the PPUC unanimously approved a settlement of the Pennsylvania Companies' DSPs for the period of June 1, 2015 through May 31, 2017, that provides for quarterly descending clock auctions to procure 3, 12 and 24-month energy contracts, as well as one RFP seekingfor 2-year SREC contracts to secure SRECs for ME, PN and Penn. The DSPs include modifications to the Pennsylvania Companies’ POR programs in order to reduce the level of uncollectible expense the Pennsylvania Companies experience associated with alternative EGS charges.

The PPUC entered an Order on March 3, 2010 that deniedOn December 11, 2017, the recovery of marginal transmission losses through the TSC riderPennsylvania Companies filed DSPs for the period of June 1, 20072019 through MarchMay 31, 2008,2023 delivery period. Under the 2019-2023 DSPs, the supply is proposed to be provided by wholesale suppliers through a mix of 3, 12 and directed24-month energy contracts, as well as two RFPs for 2-year SREC contracts for ME, PN and PNPenn. The 2019-2023 DSPs as proposed also include modifications to submitthe Pennsylvania Companies’ POR programs in order to continue their clawback pilot program as a new tarifflong-term, permanent program term. The 2019-2023 DSPs also introduce a retail market enhancement rate mechanism designed to stimulate residential customer shopping, and modifications to the Pennsylvania Companies’ customer class definitions to allow for the introduction of hourly priced default service to customers at or tariff supplement reflectingabove 100kW. A hearing has been scheduled for April 10-11, 2018, and the removal of marginal transmission losses from the TSC. PursuantPPUC is expected to issue a planfinal order on these DSPs by mid-September 2018.

The Pennsylvania Companies operate under rates that were approved by the PPUC ME and PN refunded those amounts to customers over 29-months concludingon January 19, 2017, effective as of January 27, 2017. These rates provide annual increases in the second quarter of 2013. On appeal, the Commonwealth Court affirmed the PPUC's Order to the extent that it holds that line loss costs are not transmission costs and, therefore, the approximately $254 million in marginal transmission losses and associated carrying charges for the period prior to January 1, 2011, are not recoverable under ME's and PN's TSC riders. The Pennsylvania Supreme Court denied ME's and PN's Petition for Allowance of Appeal and the Supreme Court of the United States denied ME's and PN's Petition for Writ of Certiorari. The U.S. District Court for the Eastern District of Pennsylvania granted the PPUC's motion to dismiss the complaint filed by ME and PN to obtain an order that would enjoin enforcement of the PPUC and Pennsylvania court orders under a theory of federal preemption on the question of retail rate recovery of the marginal transmission loss charges. As a result of the U.S. District Court's decision, FirstEnergy recorded a regulatory asset impairment chargeoperating revenues of approximately $254$96 million (pre-tax) inat ME, $100 million at PN, $29 million at Penn, and $66 million at WP, and are intended to benefit customers by modernizing the quarter ended September 30, 2013. On appeal, on September 16, 2014, in a split decision, two judges of a three-judge panel of the United States Court of Appeals for the Third Circuit affirmed the U.S. District Court's dismissal of the complaint, agreeing that MEgrid with smart technologies, increasing vegetation management activities, and PN had litigated the issue in the state proceedings and thus were precluded from subsequent litigation in federal court. On September 30, 2014, ME and PN filed for rehearing and rehearing en banc before the Third Circuit and, on October 15, 2014, the Third Circuit rejected that rehearing request. ME and PN filed a Petition for Certiorari with the U.S. Supreme Court on February 12, 2015.continuing other customer service enhancements.

Pursuant to Pennsylvania's EE&C legislation (Actin Act 129 of 2008), the2008 and PPUC was charged with reviewing the cost effectiveness oforders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. TheOn June 19, 2015, the PPUC found the energy efficiency programs to be cost effective and directed all of the electric utilities in Pennsylvania to submit by November 15, 2012,issued a Phase II EE&C Plan that would be in effect for the period June 1, 2013 through May 31, 2016. The PPUC deferred ruling on the need to create peakIII Final Implementation Order setting: demand reduction targets, and did not include arelative to each Pennsylvania Companies' 2007-2008 peak demand (in MW), at 1.8%for ME, 1.7% for Penn, 1.8% for WP, and 0% for PN; and energy consumption reduction requirement in the Phase II plans. On March 14, 2013, the PPUC adoptedtargets, as a settlement among thepercentage of each Pennsylvania CompaniesCompanies’ historic 2010 forecasts (in MWH), at 4.0% for ME, 3.9%for PN, 3.3% for Penn, and interested parties and approved the2.6% for WP. The Pennsylvania Companies' Phase IIIII EE&C Plansplans for the June 2016 through May 2021 period, 2013-2016. Totalwhich were approved in March 2016, with expected costs of these plansup to $390 million, are expecteddesigned to be approximately $234 million and recoverableachieve the targets established in the PPUC's Phase III Final Implementation Order with full recovery through the Pennsylvania Companies' reconcilable EE&C riders.

Pursuant to Act 11 of 2012, Pennsylvania EDCs may establish a DSIC to recover costs of infrastructure improvements and costs related to highway relocation projects with PPUC approval. Pennsylvania EDCs must file LTIIPs outlining infrastructure improvement plans for PPUC review and approval prior to approval of a DSIC. On August 4, 2014, the Pennsylvania Companies each filed tariffs withFebruary 11, 2016, the PPUC proposing general rate increases associated with their distribution operations. The filings request approval to increase operating revenues by approximately $151.9 million at ME, $119.8 million at PN, $28.5 million at Penn, and $115.5 million at WP based upon fully projected future test yearsapproved LTIIPs for the twelve months ending April 30, 2016 at each of the Pennsylvania Companies. On June 14, 2017, the PPUC approved modified LTIIPs for ME, PN and Penn for the remaining years of 2017 through 2020 to provide additional support for reliability and infrastructure investments. The LTIIPs estimated costs for the remaining period of 2018 to 2020, as modified, are: WP $50.1 million; PN $44.8 million; Penn $33.2 million; and ME $51.3 million.

On February 3, 2015, each of16, 2016, the Pennsylvania Companies filed DSIC riders for PPUC approval for quarterly cost recovery, which were approved by the PPUC on June 9, 2016, and went into effect July 1, 2016, subject to hearings and refund or reallocation among customer classes.On January 19, 2017, in the PPUC’s order approving the Pennsylvania Companies’ general rate cases, the PPUC added an additional issue to the DSIC proceeding to include whether ADIT should be included in DSIC calculations. On


93




February 2, 2017, the parties to the DSIC proceeding submitted a Joint Petition for Settlement seekingto the ALJ that resolved the issues that were pending from the order issued on June 9, 2016, which is pending PPUC approval ofapproval. The ADIT issue is subject to further litigation and a hearing was held on May 12, 2017. On August 31, 2017, the agreements reached in each proceeding which included, among other things: 1) increases in current distribution revenues of $89.3 million for ME, $90.8 million for PN, $15.9 million for Penn and $96.8 million for WP; 2)ALJ issued a Universal Services Charge Rider to be established for WP; 3) storm reserve accounts for future storm recovery to be established for eachdecision recommending that the complaint of the Pennsylvania Companies;OCA be granted by the PPUC such that the Pennsylvania Companies reflect all federal and 4) certain other operational and customer service-related provisions.state income tax deductions related to DSIC-eligible property in the currently effective DSIC rates. If the decision is approved by the PPUC, the impact is not expected to be material to FirstEnergy. The sole issue reserved for briefing was with respectPennsylvania Companies filed exceptions to the scopedecision on September 20, 2017, and pricingreply exceptions on October 2, 2017.

On February 12, 2018, the PPUC initiated a proceeding to determine the effects of the Companies' proposed LED offerings. OrdersTax Act on the proposed increases are expectedtax liability of utilities and the feasibility of reflecting such impacts in May 2015.rates charged to customers. By March 9, 2018, the Pennsylvania Companies must submit information to the PPUC to calculate the net effect of the Tax Act on income tax expense and rate base, and comments addressing whether rates should be adjusted to reflect the tax rate changes, and if so, how and when such modifications should take effect.

WEST VIRGINIA

MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking. MP and PE recover net power supply costs, including fuel costs, purchased power costs and related expenses, net of related market sales revenue through the ENEC. MP's and PE's ENEC rate is updated annually.

On AprilSeptember 23, 2016, the WVPSC approved the Phase II energy efficiency program for MP and PE as reflected in a unanimous settlement by the parties to the proceeding, which includes three energy efficiency programs to meet the Phase II requirement of energy efficiency reductions of 0.5% of 2013 distribution sales for the January 1, 2017 through May 31, 2018 period, which was approved by the WVPSC in the 2012 proceeding approving the transfer of ownership of Harrison Power Station to MP. The costs for the Phase II program are expected to be $10.4 million and are eligible for recovery through the existing energy efficiency rider which is reviewed in the fuel (ENEC) case each year. On December 15, 2017, the WVPSC approved MP's and PE's proposed annual decrease in their EE&C rates, effective January 1, 2018, which is not material to FirstEnergy.

On December 9, 2016, the WVPSC approved the annual ENEC case for MP and PE as reflected in a unanimous settlement by the parties to the proceeding, resulting in an increase in the ENEC rate of $25 million annually beginning January 1, 2017. In addition, ENEC rates will be maintained at the same level for a two year period.

On December 30, 2014,2015, MP and PE filed an IRP with the WVPSC identifying a rate case, as amended on June 13, 2014, requesting a base rate increase of approximately $104 million, or 9.9%, based on an historic 2013 test year. The filing also included a request for an additional $48 million to recover by surcharge costs for new and existing vegetation management programs. On November 3, 2014, a Joint Stipulation was submitted by all parties which settled all issues in the proceeding. The settlement includes, among other things: a $15 million increase in base rate revenues effective February 25, 2015; the implementation of a Vegetation Management Surcharge effective February 25, 2015 to recover all costs related to both new and existing vegetation maintenance programs; authority to establish a regulatory asset for MATS investments placed into servicecapacity shortfall starting in 2016 and 2017; authorityexceeding 700 MWs by 2020 and 850 MWs by 2027. On June 3, 2016, the WVPSC accepted the IRP. On December 16, 2016, MP issued an RFP to defer, amortize and recover overaddress its generation shortfall, along with issuing a 5-year period approximately $46 million of storm restoration costs; and eliminationsecond RFP to sell its interest in Bath County. Bids were received by an independent evaluator in February 2017 for both RFPs. AE Supply was the winning bidder of the Temporary Transaction Surcharge for costs associated with MP's acquisition of the Harrison plant in October 2013RFP to address MP’s generation shortfall and movement of those costs into base rates effective February 25, 2015. On February 3, 2015, the WVPSC approved the settlement in full and without modification.on March 6, 2017, MP and PE's new rates will go into effect February 25, 2015.

On August 29, 2014,AE Supply signed an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, subject to customary and other closing conditions, including regulatory approvals. In addition, on March 7, 2017, MP and PE filed an application with the WVPSC and MP and AE Supply filed an application with FERC requesting authorization for such purchase. Various intervenors filed protests challenging the RFP and requesting FERC deny the application, set it for hearing to allow discovery into the RFP process, or delay an order pending the conclusion of the WVPSC proceeding. On January 12, 2018, FERC issued an order denying authorization for the transaction, holding that MP and AE Supply did not demonstrate that the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. In the order FERC also revised and clarified certain details of its standards for the review of transactions resulting from competitive solicitations, and concluded that MP’s RFP did not meet the revised and clarified standards. FERC allowed that MP may submit a future application for a transaction resulting from a new RFP.The WVPSC issued its order on January 26, 2018, denying the petition as filed but granting the transfer of Pleasants Power Station under certain conditions, which included MP assuming significant commodity risk. MP, PE and AE Supply have determined not to seek rehearing at FERC in light of the adverse decisions at FERC and the WVPSC. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement. With respect to the Bath County RFP, MP does not plan to move forward with that sale of its ownership interest. In the future, MP may re-evaluate its options with respect to its interest in Bath County.

On September 1, 2017, MP and PE filed with the WVPSC for a reconciliation of their annual ENEC case proposing an approximate $65.8VMS to confirm that rate recovery matches VMP costs and for a regular review of that program. MP and PE proposed a $15 million annual increasedecrease in ENECVMS rates whicheffective January 1, 2018, and an additional $15 million decrease in rates for 2019. This is an overall decrease in total revenue and average rates of 1%. On December 15, 2017, the WVPSC issued an order adopting a 5.7% overall increaseunanimous settlement without modification.

On January 3, 2018, the WVPSC initiated a proceeding to existing rates. The increase is comprisedinvestigate the effects of the Tax Act on the revenue requirements of utilities. MP and PE must track the tax savings resulting from the Tax Act on a monthly basis, effective January 1, 2018, and file written testimony explaining the impact of the Tax Act on federal income tax and revenue requirements by May 30, 2018. On January 26, 2018, the WVPSC issued an actual $51.6 million under-recovered balanceorder clarifying that regulatory accounting should be implemented as of June 30, 2014, and a projected $14.2 million in under-recovery forJanuary 1, 2018, including the 2015 rate effective period. A settlement wasrecording of any regulatory liabilities resulting from the Tax Act.



8694




reached by all the parties, which was filed with the WVPSC on December 2, 2014. The parties agreed to defer $16.8 million of the energy portion of the under-recovery balance for medium and large customers for one year at a carrying cost of 4% in order to mitigate the proposed rate impact to those customers. The settlement permits MP and PE to recover all of their costs incurred during the two year review period and closes the review period except for two coal issues for further review in next year’s ENEC case. On January 29, 2015, the WVPSC approved the settlement in full without modification and new ENEC rates will go into effect February 25, 2015.

RELIABILITY MATTERS

Federally-enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the Utilities, FES and certain of its subsidiaries, AE Supply, FG, FENOC, NG, ATSI, MAIT and TrAIL. NERC is the ERO designated by FERC to establish and enforce these reliability standards, although NERC has delegated day-to-day implementation and enforcement of these reliability standards to eight regional entities, including RFC. All of FirstEnergy's facilities are located within the RFC region. FirstEnergy actively participates in the NERC and RFC stakeholder processes, and otherwise monitors and manages its companies in response to the ongoing development, implementation and enforcement of the reliability standards implemented and enforced by RFC.

FirstEnergy, including FES, believes that it is in compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities, FirstEnergy, including FES, occasionally learns of isolated facts or circumstances that could be interpreted as excursions from the reliability standards. If and when such occurrences are found, FirstEnergy, including FES, develops information about the occurrence and develops a remedial response to the specific circumstances, including in appropriate cases “self-reporting” an occurrence to RFC. Moreover, it is clear that NERC, RFC and FERC will continue to refine existing reliability standards as well as to develop and adopt new reliability standards. Any inability on FirstEnergy's, including FES, part to comply with the reliability standards for its bulk electric system could result in the imposition of financial penalties, and obligations to upgrade or build transmission facilities, that could have a material adverse effect on its financial condition, results of operations and cash flows.

FERC MATTERS

Ohio ESP IV PPA

On August 4, 2014, the Ohio Companies filed an application with the PUCO seeking approval of their ESP IV. ESP IV included a proposed Rider RRS, which would flow through to customers either charges or credits representing the net result of the price paid to FES through an eight-year FERC-jurisdictional PPA, referred to as the ESP IV PPA, against the revenues received from selling such output into the PJM markets. The Ohio Companies entered into stipulations which modified ESP IV, and on March 31, 2016, the PUCO issued an Opinion and Order adopting and approving the Ohio Companies’ stipulated ESP IV with modifications. FES and the Ohio Companies entered into the ESP IV PPA on April 1, 2016, but subsequently agreed to suspend it and advised FERC of this course of action.

On March 21, 2016, a number of generation owners filed with FERC a complaint against PJM requesting that FERC expand the MOPR in the PJM Tariff to prevent the alleged artificial suppression of prices in the PJM capacity markets by state-subsidized generation, in particular alleged price suppression that could result from the ESP IV PPA and other similar agreements. The complaint requested that FERC direct PJM to initiate a stakeholder process to develop a long-term MOPR reform for existing resources that receive out-of-market revenue. On January 9, 2017, the generation owners filed to amend their complaint to include challenges to certain legislation and regulatory programs in Illinois. On January 24, 2017, FESC, acting on behalf of its affected affiliates and along with other utility companies, filed a motion to dismiss the amended complaint for various reasons, including that the ESP IV PPA matter is now moot. In addition, on January 30, 2017, FESC along with other utility companies filed a substantive protest to the amended complaint, demonstrating that the question of the proper role for state participation in generation development should be addressed in the PJM stakeholder process. On August 30, 2017, the generation owners requested expedited action by FERC. This proceeding remains pending before FERC.

PJM Transmission Rates

PJM and its stakeholders have been debating the proper method to allocate costs for newcertain transmission facilities. While FirstEnergy and other parties advocate for a traditional "beneficiary pays" (or usage based) approach, others advocate for “socializing” the costs on a load-ratio share basis, where each customer in the zone would pay based on its total usage of energy within PJM. This question has been the subject of extensive litigation before FERC and the appellate courts, including most recently before the Seventh Circuit. On June 25, 2014, a divided three-judge panel of the Seventh Circuit ruled that FERC had not quantified the benefits that western PJM utilities would derive from certain new 500 kV or higher lines and thus had not adequately supported its decision to socialize the costs of these lines. The majority found that eastern PJM utilities are the primary beneficiaries of the lines, while western PJM utilities are only incidental beneficiaries, and that, while incidental beneficiaries should pay some share of the costs of the lines, that share should be proportionate to the benefit they derive from the lines, and not on load-ratio share in PJM as a whole. The court remanded the case to FERC, which issued an order setting the issue of cost allocation for hearing and settlement proceedings. Settlement discussions underOn June 15, 2016, various parties, including ATSI and the Utilities, filed a FERC-appointed settlement judge are ongoing.

Order No. 1000, issued byagreement at FERC on July 21, 2011, announced new policies regarding transmission planning and transmissionagreeing to apply a combined usage based/socialization approach to cost allocation requiring the submission of a compliance filing by PJM andfor charges to transmission customers in the PJM transmission owners demonstrating that the cost allocation methodologyRegion for new transmission projects directed by the PJM Board of Managers satisfied the principles set forthoperating at or above 500 kV. Certain other parties in the order. On August 15, 2014proceeding did not agree to the U.S. Court of Appeals forsettlement and filed protests to the D.C. Circuit affirmed Order No. 1000, including its termination of certain "right of first refusal" privileges discussed in more detail below. The court subsequently denied a request for rehearing of its decision.

In series of orders, includingsettlement seeking, among other issues, to strike certain of the orders relatedevidence advanced by FirstEnergy and certain of the other settling parties in support of the settlement, as well as provided further comments in opposition to the Order No. 1000 proceedings, FERC has asserted that the PJM transmission owners do not hold an incumbent “right of first refusal” to construct, own and operate transmission projects within their respective footprints that are approved as part of PJM’s RTEP process.settlement. FirstEnergy and certain of the other PJM transmission owners have appealed these rulings,parties responded to such opposition. On October 20, 2017, the settling and those appeals arenon-opposing parties requested expedited action by FERC. The settlement is pending before the U.S. Court of Appeals for the D.C. Circuit.FERC.

To demonstrate compliance with the regional cost allocation principles of Order No. 1000, the PJM transmission owners, including FirstEnergy, proposed a hybrid allocation of 50% beneficiary pays and 50% socialized to be effective for RTEP projects approved by the PJM Board of Managers on, and after, the requested February 1, 2013 effective date of the compliance filing. FERC has accepted that approach.

Separately, the PJM transmission owners, including FirstEnergy, submitted filings to FERC setting forth the cost allocation method for projects that cross the borders between the PJM Region and: (1) the NYISO region; (2) the MISO region; and (3) the FERC-jurisdictional members of the SERTP region. These filings propose to allocate the cost of these interregional transmission projects based on the costs of projects that otherwise would have been constructed separately in each region, or, in the case of MISO, indicate that the cost allocation provisions for interregional transmission projects provided in the Joint Operating Agreement between PJM and MISO comply with the requirements of Order No. 1000. FERC accepted the PJM/MISO and PJM/SERTP filing, subject


8795




to refund and further compliance requirements. The PJM/NYISO cross-border project cost allocation filing remains pending before FERC.

The outcome of these proceedings and their impact, if any, on FirstEnergy cannot be predicted at this time.

RTO Realignment

On June 1, 2011, ATSI and the ATSI zone transferred from MISO to PJM. While many of the matters involved with the move have been resolved, FERC denied recovery under ATSI's transmission rate for certain charges that collectively can be described as "exit fees" and certain other transmission cost allocation charges totaling approximately $78.8 million until such time as ATSI submits a cost/benefit analysis demonstrating net benefits to customers from the move.transfer to PJM. Subsequently, FERC rejected a proposed settlement agreement to resolve the exit fee and transmission cost allocation issues, stating that its action is without prejudice to ATSI submitting a cost/benefit analysis demonstrating that the benefits of the RTO realignment decisions outweigh the exit fee and transmission cost allocation charges. On March 17, 2016, FERC denied FirstEnergy's request for rehearing of FERC's earlier order remains pending.rejecting the settlement agreement and affirmed its prior ruling that ATSI must submit the cost/benefit analysis.

Separately, the question of ATSI'sATSI resolved a dispute regarding responsibility for certain costs for the “Michigan Thumb” transmission project continues to be disputed.project. Potential responsibility arises under the MISO MVP tariff, which has been litigated in complex proceedings before FERC and certain U.S. appellate courts. In the event of a final non-appealableOn October 29, 2015, FERC issued an order that rulesfinding that ATSI mustand the ATSI zone do not have to pay theseMISO MVP charges for the Michigan Thumb transmission project. MISO and the MISO TOs filed a request for rehearing, which FERC denied on May 19, 2016. The MISO TOs subsequently filed an appeal of FERC's orders with the Sixth Circuit. FirstEnergy intervened and participated in the proceedings on behalf of ATSI, willthe Ohio Companies and Penn. On June 21, 2017, the Sixth Circuit issued its decision denying the MISO TOs' appeal request. MISO and the MISO TOs did not seek recovery of these charges through its formula rate.review by the U.S. Supreme Court, effectively resolving the dispute over the "Michigan Thumb" transmission project. On a related issue, FirstEnergy joined certain other PJM transmission ownersTOs in a protest of MISO's proposal to allocate MVP costs to energy transactions that cross MISO's borders into the PJM Region. On January 22, 2015,July 13, 2016, FERC issued its order finding it appropriate for MISO to assess an order establishing a paper hearing on remand from the Seventh Circuit of the issue of whether any limitation on "export pricing"MVP usage charge for sales of energytransmission exports from MISO intoto PJM. Various parties, including FirstEnergy and the PJM is justified in lightTOs, requested rehearing or clarification of applicable FERC precedent. Initial comments on the MISO/PJM MVP issue are due March 9, 2015, and reply comments are due April 8, 2015.FERC’s order. The requests for rehearing remain pending before FERC.

In addition, in a May 31, 2011 order, FERC ruled that the costs for certain "legacy RTEP" transmission projects in PJM approved before ATSI joined PJM could be charged to transmission customers in the ATSI zone. The amount to be paid, and the question of derived benefits, is pending before FERC as a result of the Seventh Circuit's June 25, 2014 order described above under PJM"PJM Transmission Rates."

The outcome of thosethe proceedings that address the remaining open issues related to ATSI's move into PJMMVP costs and "legacy RTEP" transmission projects cannot be predicted at this time.

2014 ATSI Formula Rate FilingTransfer of Transmission Assets to MAIT

Following receipt of necessary regulatory approvals, on January 31, 2017, MAIT issued membership interests to FET, PN and ME in exchange for their respective cash and transmission asset contributions. MAIT, a transmission-only subsidiary of FET, owns and operates all of the FERC-jurisdictional transmission assets previously owned by ME and PN. Subsequently, on March 13, 2017, FERC issued an order authorizing MAIT to issue short- and long-term debt securities, permitting MAIT to participate in the FirstEnergy regulated companies’ money pool for working capital, to fund day-to-day operations, support capital investment and establish an actual capital structure for ratemaking purposes.

MAIT Transmission Formula Rate

On October 31, 2014, ATSI filed28, 2016, as amended on January 10, 2017, MAIT submitted an application to FERC requesting authorization to implement a proposal withforward-looking formula transmission rate to recover and earn a return on transmission assets effective February 1, 2017. Various intervenors submitted protests of the proposed MAIT formula rate. Among other things, the protest asked FERC to changesuspend the structure of its formula rate. The proposed change requested to move from an “historical looking” approach, where transmission rates reflect actual costseffective date for the prior year, to a “forward looking” approach, where transmission rates would be based on the estimated costs for the coming year, with an annual true up. Several parties protested ATSI's filing.formula rate until June 1, 2017. On December 31, 2014,March 10, 2017, FERC issued an order accepting ATSI'sthe MAIT formula transmission rate for filing, suspending the formula transmission rate for five months to become effective JanuaryJuly 1, 2015, as2017, and establishing hearing and settlement judge procedures. On April 10, 2017, MAIT requested rehearing of FERC’s decision to suspend the effective date of the formula rate. FERC's order on rehearing remains pending. MAIT’s rates went into effect on July 1, 2017, subject to refund andpending the outcome of the hearing and settlement proceedings. Settlement discussions underprocedures. On October 13, 2017, MAIT and certain parties filed a FERC-appointed settlement judge are ongoing. FERC also initiated an inquiryagreement with FERC. The settlement agreement provides for certain changes to MAIT's formula rate, changes MAIT's ROE from 11% to 10.3%, sets the recovery amount for certain regulatory assets, and establishes that MAIT's capital structure will not exceed 60% equity over the period ending December 31, 2021. The settlement agreement further provides that the ROE and the 60% cap on the equity component of MAIT's capital structure will remain in effect unless changed pursuant to Sectionsection 205 or 206 of the FPA into ATSI's ROE and certain other matters, with a refundprovided the effective date of January 12, 2015, for any refund resulting from the inquiry. A procedural schedule for the Section 206 inquiry has not yet been established.

California Claims Matters

In October 2006, several California governmental and utility parties presented AE Supply withchange shall be no earlier than January 1, 2022. The settlement agreement currently is pending at FERC. As a settlement proposal to resolve alleged overcharges for power sales by AE Supply to the California Energy Resource Scheduling divisionresult of the CDWR during 2001. The settlement proposal claims that CDWR is owed approximately $190agreement, MAIT recognized a pre-tax impairment charge of $13 million for these alleged overcharges. This proposal was made in the contextthird quarter of mediation efforts by FERC and the Ninth Circuit in several pending proceedings to resolve all outstanding refund and other claims, including claims of alleged price manipulation in the California energy markets during 2000 and 2001. The Ninth Circuit had previously remanded one of those proceedings to FERC, which dismissed the claims of the California Parties in May 2011. The California Parties appealed FERC's decision back to the Ninth Circuit, where the appeal remains pending. AE Supply joined with other intervenors in the case and filed a brief in support of FERC's dismissal of the case. Oral argument was held on February 11, 2015. The matter is now before the Ninth Circuit for decision.2017.

In another proceeding, in June 2009,JCP&L Transmission Formula Rate

On October 28, 2016, after withdrawing its request to the California Attorney General,NJBPU to transfer its transmission assets to MAIT, JCP&L submitted an application to FERC requesting authorization to implement a forward-looking formula transmission rate to recover and earn a return on behalftransmission assets effective January 1, 2017. A group of certain California parties,intervenors, including the NJBPU and New Jersey Division of Rate Counsel, filed a complaint withprotest of the proposed JCP&L transmission rate. Among other things, the protest asked FERC against various sellers, including AE Supply, again seeking refunds for transactions into suspend the California energy markets during 2000 and 2001. The above-noted transactions with CDWR are the basis for including AE Supply in this complaint. AE Supply filed a motion to dismiss, which FERC granted. The California Attorney General appealed FERC's dismissal of its complaint to the Ninth Circuit, which has consolidated the case with other pending appeals related to California refund claims, and stayed the proceedings pending further order.

FirstEnergy cannot predict the outcome of either of the above matters or estimate the possible loss or range of loss.



8896




proposed effective date for the formula rate until June 1, 2017. On March 10, 2017, FERC issued an order accepting the JCP&L formula transmission rate for filing, suspending the transmission rate forfive months to become effective June 1, 2017, and establishing hearing and settlement judge procedures. On April 10, 2017, JCP&L requested rehearing of FERC’s decision to suspend the effective date of the formula rate. FERC's order on rehearing remains pending. JCP&L’s rates went into effect on June 1, 2017, subject to refund pending the outcome of the hearing and settlement procedures. On December 21, 2017, JCP&L and certain parties filed a settlement agreement with FERC. The settlement agreement provides for a $135 million stated annual revenue requirement for Network Integration Transmission Service and an average of $20 million stated annual revenue requirement for certain projects listed on the PJM Tariff where the costs are allocated in part beyond the JCP&L transmission zone within the PJM Region. The revenue requirements are subject to a moratorium on additional revenue requirements proceedings through December 31, 2019, other than limited filings to seek recovery for certain additional costs. Also on December 21, 2017, JCP&L filed a motion for authorization to implement the settlement rate on an interim basis. On December 27, 2017, FERC granted the motion authorizing JCP&L to implement the settlement rate effective January 1, 2018, pending a final commission order on the settlement agreement. The settlement agreement is pending at FERC. As a result of the settlement agreement, JCP&L recognized a pre-tax impairment charge of $28 million in the fourth quarter of 2017.

DOE NOPR: Grid Reliability and Resilience Pricing

On September 28, 2017, the Secretary of Energy released a NOPR requesting FERC to issue rules directing RTOs to incorporate pricing for defined “eligible grid reliability and resiliency resources” into wholesale energy markets. Specifically, as proposed, RTOs would develop and implement tariffs providing a just and reasonable rate for energy purchases from eligible grid reliability and resiliency resources and the recovery of fully allocated costs and a fair ROE. The NOPR followed the August 23, 2017, release of the DOE’s study regarding whether federally controlled wholesale energy markets properly recognize the importance of coal and nuclear plants for the reliability of the high-voltage grid, as well as whether federal policies supporting renewable energy sources have harmed the reliability of the energy grid. The DOE requested for the final rules to be effective in January 2018.

On October 2, 2017, FERC established a docket and requested comments on the NOPR. FESC and certain of its affiliates submitted comments and reply comments. On January 8, 2018, FERC issued an order terminating the NOPR proceeding, finding that the NOPR did not satisfy the statutory threshold requirements under the FPA for requiring changes to RTO/ISO tariffs to address resilience concerns. FERC in its order instituted a new administrative proceeding to gather additional information regarding resilience issues, and directed that each RTO/ISO respond to a provided list of questions. There is no deadline or requirement for FERC to act in this new proceeding. At this time, we are uncertain as to the potential impact that final action by FERC, if any, would have on FES and our strategic options, and the timing thereof, with respect to the competitive business.

Competitive Generation Asset Sale

FirstEnergy announced in January 2017 that AE Supply and AGC had entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply's interest in the Buchanan Generating facility and approximately 59% of AGC's interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the natural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply's interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

As part of the closing of the natural gas generating plants, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC arising under the amended and restated purchase agreement.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements to satisfy and discharge approximately $305 million of currently outstanding senior notes, as well as its $142 million of pollution control notes and AGC's $100 million senior notes, which are expected to require the payment of "make-whole" premiums currently estimated to be approximately $95 million based on current interest rates.

On October 20, 2017, the parties filed an application with the VSCC for approval of the sale of approximately 59% of AGC's interest in the Bath County hydroelectric power station. On December 12, 2017, FERC issued an order authorizing the partial transfer of the related hydroelectric license for Bath County under Part I of the FPA. In December 2017, AGC, AE Supply and MP filed with FERC and AGC and AE Supply filed with the VSCC, applications for approval of AGC redeeming AE Supply’s shares in AGC upon consummation of the Bath County transaction. On February 2, 2018, the VSCC issued an order finding that approval of the proposed stock redemption is not required, and on February 16, 2018, FERC issued an order authorizing the redemption. Upon the consummation of the redemption, AGC will become a wholly-owned subsidiary of MP.

On December 28, 2017, FERC issued an order authorizing the sale of BU Energy’s Buchanan interests. Additional filings have been submitted to FERC for the purpose of amending affected FERC-jurisdictional rates and implementing the transaction once


97




the sales are consummated. There can be no assurance that all regulatory approvals will be obtained and/or all closing conditions will be satisfied or that the remaining transactions will be consummated.

As a result of the amended asset purchase agreement, CES recorded non-cash pre-tax impairment charges of $193 million in 2017, reflecting the $825 million purchase price as well as certain purchase price adjustments based on timing of the closing of the transaction.

PATH Transmission Project

On August 24,In 2012, the PJM Board of Managers canceled the PATH project, a proposed transmission line from West Virginia through Virginia and into Maryland which PJM had previously suspended in February 2011.Maryland. As a result of PJM canceling the project, approximately $62 million and approximately $59 million in costs incurred by PATH-Allegheny and PATH-WV, (an equity method investment for FE), respectively, were reclassified from net property, plant and equipment to a regulatory asset for future recovery. PATH-Allegheny and PATH-WV requested authorization from FERC to recover the costs with a proposed ROE of 10.9% (10.4% base plus 0.5% for RTO membership) from PJM customers over five years. FERC issued an order denying the 0.5% ROE adder for RTO membership and allowing the tariff changes enabling recovery of these costs to become effective on December 1, 2012, subject to hearing and settlement judge proceedingsprocedures. On January 19, 2017, FERC issued an order reducing the PATH formula rate ROE from 10.4% to 8.11% effective January 19, 2017, and hearing ifallowing recovery of certain related costs. On February 21, 2017, PATH filed a request for rehearing with FERC, seeking recovery of disallowed costs and requesting that the parties do not agreeROE be reset to a settlement.10.4%. The Edison Electric Institute submitted an amicus curiae request for reconsideration in support of PATH. On March 24, 2014,20, 2017, PATH also submitted a compliance filing implementing the January 19, 2017 order. Certain affected ratepayers commented on the compliance filing, alleging inaccuracies in and lack of transparency of data and information in the compliance filing, and requested that PATH be directed to recalculate the refund provided in the filing. PATH responded to these comments in a filing that was submitted on May 22, 2017. On July 27, 2017, FERC Chief ALJ terminated settlement judge proceduresStaff issued a letter to PATH requesting additional information on, and appointed an ALJ to preside over the hearing phase of the case. The FERC Chief ALJ later extended the procedural schedule to allow time for the parties to address the applicability of FERC's Opinion No. 531edits to, the compliance filing, as directed by the January 19, 2017 order. PATH proceedings. FERC's Opinion No. 531, as discussed below, revises FERC's methodology for calculating ROE. The hearing is scheduled to commence in March 2015.

MISO Capacity Portability

On June 11, 2012, infiled its response to certain arguments advanced by MISO, on September 27, 2017.FERC issued a Notice of Request for Comments regarding whether existing rulesorders on transfer capability act as barriers to the delivery of capacity between MISO and PJM. FirstEnergy and other parties have submitted filings arguing that MISO's concerns largely are without foundation and suggested that FERC address the remaining concerns in the existing stakeholder process that is described in the PJM/MISO Joint Operating Agreement. FERC has not mandated a solution, and the RTOs and affected parties are working to address the MISO's proposal in stakeholder proceedings. In January 2015, the RTOs and affected parties indicated to FERC that discussions on the various issues are continuing. Changes to the criteria and qualifications for participation in the PJM RPM capacity auctions could have a significant impact on the outcome of those auctions, including a negative impact on the prices at which those auctions would clear.

FTR Underfunding Complaint

In PJM, FTRs are a mechanism to hedge congestion and operate as a financial replacement for physical firm transmission service. FTRs are financially-settled instruments that entitle the holder to a stream of revenues based on the hourly congestion price differences across a specific transmission path in the PJM Day-ahead Energy Market. FE also performs bilateral transactions for the purpose of hedging the price differences between the location of supply resources and retail load obligations. Due to certain language in the PJM Tariff, the funds that are set aside to pay FTRs can be diverted to other uses, resulting in “underfunding” of FTR payments. Since June 2010, FES and AE Supply have lost more than $94 million in revenues that they otherwise would have received as FTR holders to hedge congestion costs. FES and AE Supply expect to continue to experience significant underfunding.

On February 15, 2013, FES and AE Supply filed a renewed complaint with FERC for the purpose of changing the PJM Tariff to eliminate FTR underfunding. On June 5, 2013, FERC issued its order denying the new complaint. RequestsPATH's requests for rehearing and all subsequent filings in the docket, are pending before FERC. The PJM stakeholders continue to discuss FTR underfunding.

A recent and related issue is the effect that certain financial trades have on congestion. On August 29, 2014, FERC instituted an investigation to address the question of whether the current rules regarding “Up-to Congestion” transactions are just and reasonable. FESC, on behalf of FES and the Utilities, filed comments supporting the investigation, arguing that PJM Tariff changes would decrease the incidence of Up-to Congestion transactions, and funding for FTRs likely would increase. FERC convened a technical conference on January 7, 2015 to discuss application of certain FTR-related rules to Up-to Congestion and virtual transactions and whether PJM’s current uplift allocation for Up-to Congestion and virtual transactions is just and reasonable. FERC action following the technical conference is pending.

PJM Market Reform: 2014 PJM RPM Tariff Amendments

In late 2013 and early 2014, PJM submitted a series of amendments to the PJM Tariff to ensure that resources that clear in the RPM auctions are available as physical resources in the delivery year and that the rules implement comparable obligations for different types of resources. PJM's filings can be grouped into four categories: (i) DR; (ii) imports; (iii) modeling of transmission upgrades in calculating geographic clearing prices; and (iv) arbitrage/capacity replacement. In each of the relevant dockets, FirstEnergy and other parties submitted comments largely supporting PJM's proposed amendments. FERC largely approved the PJM Tariff amendments as proposed by PJM regarding DR, imports, and transmission upgrade modeling. Compliance filings pursuant to and requests for rehearing of certain of these orders are pending before FERC. However, FERC rejected the arbitrage/capacity replacement amendments, directing instead that a technical conference be convened to further examine the issues. The technical conference has yet to be scheduled.

PJM Market Reform: PJM Capacity Performance Proposal and 2015/2016 Reliability Filings

On December 12, 2014, PJM submitted two filings to implement its proposed “Capacity Performance” reform of the RPM capacity market. PJM proposes to revise the PJM Tariff to, among other things: (i) adopt a modified version of the FERC-approved ISO New England Inc. capacity performance payment structure; (ii) allow no excuses for nonperformance except under certain defined


89




circumstances; (iii) maintain DR as a supply-side resource; and (iv) impose a Capacity Performance Resource must-offer requirement (units that can perform as a Capacity Performance Resource must offer into the capacity market, except certain defined resources, including DR). PJM also proposes, among other things, to revise the PJM Operating Agreement to provide limits in energy market offers based on specific physical characteristics and to ensure that capacity resources are available when the PJM Region needs them to perform. PJM requested an effective date of April 1, 2015 for these proposed reforms. Numerous parties filed comments on and protests to PJM’s Capacity Performance filings. FESC, on behalf of its affected affiliates, and, as part of a coalition of certain other PJM utilities, filed comments and protests on the proposed reforms. PJM's filings and all related pleadings are pending before FERC.

In addition, on December 24, 2014, PJM submitted two filings seeking to ensure enough capacity is available during the 2015/2016 Delivery Year. First, PJM proposed to revise the PJM Tariff to allow PJM to procure an undetermined amount of additional capacity for the 2015/2016 Delivery Year to address reliability concerns. PJM requested an effective date of February 23, 2015 for this revision. Second, PJM requested a one-time PJM Tariff waiver that would permit PJM to keep approximately 2,000 MW of committed capacity that should be released for the third incremental auction for the 2015/2016 Delivery Year. Without the waiver, PJM would be required under the PJM Tariff to release this capacity. PJM requests an effective date of February 23, 2015 for the waiver.Numerous parties filed comments on and protests to these PJM filings. FESC, on behalf of its affected affiliates, and, as part of a coalition of certain other PJM utilities, filed comments in support of both PJM filings and seeking additional information from PJM about the scope of any capacity shortfall. PJM's filings and all related pleadings are pending before FERC.

PJM Market Reform: PJM RPM Auctions - Calculation of Unit-Specific Offer Caps

The PJM Tariff describes the rules for calculating the “offer cap” for each unit that offers into the RPM auctions. FES disagreed with the PJM Market Monitor's approach for calculating the offer caps and in 2014, FES asked FERC to determine which PJM Tariff interpretation, FES's or the PJM Market Monitor's, was correct. On August 25, 2014, FERC issued a declaratory order agreeing with the FES interpretation of the PJM Tariff language. FERC went on, however, to initiate a new proceeding to examine whether the existing PJM Tariff language is just and reasonable. PJM filed its brief explaining why the existing PJM Tariff language is just and reasonable. Other parties, including FES, submitted responsive briefs. The briefs and related pleadings are pending before FERC.

PJM Market Reform: FERC Order No. 745 - DR

On May 23, 2014, a divided three-judge panel of the U.S. Court of Appeals for the D.C. Circuit issued an opinion vacating FERC Order No. 745, which required that, under certain parameters, DR participating in organized wholesale energy markets be compensated at LMP. The majority concluded that DR is a retail service, and therefore falls under state, and not federal, jurisdiction, and that FERC, therefore, lacks jurisdiction to regulate DR. The majority also found that even if FERC had jurisdiction over DR, Order No. 745 would be arbitrary and capricious because, under its requirements, DR was inappropriately receiving a double payment (LMP plus the savings of foregone energy purchases). On January 15, 2015, FERC and a coalition of DR providers and industrial end-user groups filed separate petitions for U.S. Supreme Court review of the May 23, 2014 decision. Responses to those petitions are due March 19, 2015. The U.S. Court of Appeals for the D.C. Circuit will withhold issuance of the mandate pending the United States Supreme Court's disposition of those petitions.

On May 23, 2014, FESC, on behalf of its affiliates with market-based rate authorization, filed a complaint asking FERC to issue an order requiring the removal of all portions of the PJM Tariff allowing or requiring DR to be included in the PJM capacity market, with a refund effective date of May 23, 2014. FESC also requested that the results of the May 2014 PJM BRA be considered void and legally invalid to the extent that DR cleared that auction because the participation of DR in that auction was unlawful in light of the May 23, 2014 U.S. Court of Appeals for the D.C. Circuit decision discussed above. FESC, on behalf of FES, subsequently filed an amended complaint renewing its request that DR be removed from the May 2014 BRA. Specifically, FESC requested that FERC direct PJM to recalculate the results of the May 2014 BRA by: (i) removing DR from the PJM capacity supply pool; (ii) leaving the offers of actual capacity suppliers unchanged; and then (iii) determining which capacity suppliers clear the auction on the basis of the offers they submitted consistent with the existing PJM Tariff once the unlawful DR resources have been removed. The complaint remains pending before FERC. The timing of FERC action and the outcome of this proceeding cannot be predicted at this time.

On January 14, 2015, PJM filed proposed amendments to the PJM Tariff for the purpose of addressing the uncertainty of DR. The amendments, which will become effective only in certain defined conditions, purport to be in response to the U.S. Court of Appeals for the D.C. Circuit's May 23, 2014 decision regarding FERC's jurisdiction to regulate DR, as discussed above. If implemented, the amendments will move DR from the supply side to the load side for purposes of PJM's RPM capacity markets, and will permit loads to bid load reductions into the RPM auctions occurring after April 1, 2015. On February 13, 2015, FirstEnergy, as part of a coalition, filed a protest against PJM's proposed amendments. FirstEnergy expects further filings before FERC rules on this matter.

PJM Market Reform: PJM 2014 Triennial RPM Review

The PJM Tariff obligates PJM to perform a thorough review of its RPM program every three years. On September 25, 2014, PJM filed proposed changes to the PJM Tariff as part of the latest review cycle. Among other adjustments, the filing included: (i) shifting the VRR curve one percentage point to the right, which would increase the amount of capacity supply that is procured in the RPM auctions and the clearing price; and (ii) a change to the index used for calculating the generation plant construction costs of the


90




Net CONE formula for the future years between triennial reviews. On November 28, 2014, FERC accepted the PJM Tariff amendments as proposed, subject to a minor compliance requirement. PJM subsequently submitted the required compliance filing. On December 23, 2014, a coalition including FESC, on behalf of its affected affiliates, requested rehearing of FERC's order. PJM's compliance filing and the coalition's and others' requests for rehearing, remain pending before FERC.pending.

Market-Based Rate Authority, Triennial Update

The Utilities, AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley Hydro, LLC each hold authority from FERC to sell electricity at market-based rates. One condition for retaining this authority is that every three years each entity must file an update with the FERC that demonstrates that each entity continues to meet FERC’s requirements for holding market-based rate authority. On December 20, 2013,23, 2016, FESC, on behalf of its affiliates with market-based rate authority, submitted to FERC the most recent triennial market power analysis filing for each market-based rate holder for the current cycle of this filing requirement. On August 13, 2014,July 27, 2017, FERC accepted the triennial filing as submitted.

FERC Opinion No. 531

On June 19, 2014, FERC issued Opinion No. 531, in which FERC revised its approach for calculating the discounted cash flow element of FERC’s ROE methodology, and announced a qualitative adjustment to the ROE methodology results. Under the old methodology, FERC used a five-year forecast for the dividend growth variable, whereas going forward the growth variable will consist of two parts: (a) a five-year forecast for dividend growth (2/3 weight); and (b) a long-term dividend growth based on a forecast for the U.S. economy (1/3 weight). Regarding the qualitative adjustment, FERC formerly pegged ROE at the mid-point of the “zone of reasonableness” that came out of the ROE formula, whereas going forward, FERC may rely on record evidence to make qualitative adjustments to the outcome of the ROE methodology in order to reach a level sufficient to attract future investment. Requests for rehearing of Opinion No. 531 are currently pending before FERC. On October 16, 2014, FERC issued its Opinion No. 531-A, applying the revised ROE methodology to certain ISO New England Inc. transmission owners. FirstEnergy is evaluating the potential impact of Opinion No. 531 on the authorized ROE of our FERC-regulated transmission utilities and the cost-of-service wholesale power generation transactions of MP.

ENVIRONMENTAL MATTERS

Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality and other environmental matters. Pursuant to a March 28, 2017 executive order, the EPA and other federal agencies are to review existing regulations that potentially burden the development or use of domestically produced energy resources and appropriately suspend, revise or rescind those that unduly burden the development of domestic energy resources beyond the degree necessary to protect the public interest or otherwise comply with the law. FirstEnergy cannot predict the timing or ultimate outcome of any of these reviews or how any future actions taken as a result thereof, in particular with respect to existing environmental regulations, may impact its business, results of operations, cash flows and financial condition. Compliance with environmental regulations could have a material adverse effect on FirstEnergy's earnings and competitive position to the extent that FirstEnergy competes with companies that are not subject to such regulations and, therefore, do not bear the risk of costs associated with compliance, or failure to comply, with such regulations.

Clean Air Act

FirstEnergy complies with SO2 and NOx emission reduction requirements under the CAA and SIP(s) by burning lower-sulfur fuel, utilizing combustion controls and post-combustion controls, generating more electricity from lower or non-emitting plants and/or using emission allowances. CAIR

CSAPR requires reductions of NOx and SO2 emissions in two phases (2009/2010(2015 and 2015), ultimately capping SO2 emissions in affected states to 2.5 million tons annually and NOx emissions to 1.3 million tons annually. In 2008, the U.S. Court of Appeals for the D.C. Circuit decided that CAIR violated the CAA but allowed CAIR to remain in effect to “temporarily preserve its environmental values” until the EPA replaced CAIR with a new rule consistent with the Court's decision. In July 2011, the EPA finalized CSAPR, to replace CAIR, requiring reductions of NOx and SO2 emissions in two phases (2012 and 2014)2017), ultimately capping SO2 emissions in affected states to 2.4 million tons annually and NOx emissions to 1.2 million tons annually. CSAPR allows trading of NOx and SO2 emission allowances between power plants located in the same state and interstate trading of NOx and SO2 emission allowances with some restrictions. On December 30, 2011, CSAPR was stayed by the U.S. Court of Appeals for theThe D.C. Circuit and was ultimately vacated by the Court on August 21, 2012. The Court subsequently ordered the EPA on July 28, 2015, to continue administration of CAIR until it finalized a valid replacement for CAIR. On April 29, 2014,reconsider the U.S. Supreme Court reversed the U.S. Court of Appeals for the D.C. Circuit decision vacating CSAPR and generally upheld the EPA's authority under the CAA to establish the regulatory structure underpinning CSAPR. On October 23, 2014, the U.S. Court of Appeals for the D.C. Circuit lifted its stay of CSAPR allowing its Phase 1 reductions ofcaps on NOx and SO2 emissions from power plants in 13 states, including Ohio, Pennsylvania and West Virginia. This follows the 2014 U.S. Supreme Court ruling generally upholding the EPA’s regulatory approach under CSAPR, but questioning whether the EPA required upwind states to beginreduce emissions by more than their contribution to air pollution in 2015,downwind states. The EPA issued a three year delayCSAPR update rule on September 7, 2016, reducing summertime NOx emissions from EPA's original rule.power plants in 22 states in the eastern U.S., including Ohio, Pennsylvania and West Virginia, beginning in 2017. Various states and other stakeholders appealed the CSAPR Phase 2 will also be delayed by three yearsupdate rule to 2017.the D.C. Circuit in November and December 2016. On September 6, 2017, the D.C. Circuit rejected the industry's bid for a lengthy pause in the litigation and set a briefing schedule. Depending on the outcome of further proceedings in this matterthe appeals, the EPA’s reconsideration of the CSAPR update rule and how the


98




EPA and the states ultimately implement the final rules,CSAPR, the future cost of compliance may be substantialmaterial and changes to FirstEnergy's and FES' operations may result.

The EPA tightened the primary and secondary NAAQS for ozone from the 2008 standard levels of 75 PPB to 70 PPB on October 1, 2015. The EPA stated the vast majority of U.S. counties will meet the new 70 PPB standard by 2025 due to other federal and state rules and programs but the EPA will designate those counties that fail to attain the new 2015 ozone NAAQS by October 1, 2017. The EPA missed the October 1, 2017, deadline and has not yet promulgated the attainment designations. States will then have roughly threeyears to develop implementation plans to attain the new 2015 ozone NAAQS. On December 5, 2017, fourteen states and the District of Columbia filed complaints in the U.S. District Court of Northern California seeking an order that the EPA promulgate the attainment designations for the new 2015 ozone NAAQS. Depending on how the EPA and the states implement the new 2015 ozone NAAQS, the future cost of compliance may be material and changes to FirstEnergy’s and FES’ operations may result. In August 2016, the State of Delaware filed a CAA Section 126 petition with the EPA alleging that the Harrison generating facility's NOx emissions significantly contribute to Delaware's inability to attain the ozone NAAQS. The petition seeks a short-term NOx emission rate limit of 0.125 lb/mmBTU over an averaging period of no more than 24 hours. On September 27, 2016, the EPA extended the time frame for acting on the State of Delaware's CAA Section 126 petition by six months to April 7, 2017, but has not taken any further action. On January 2, 2018, the State of Delaware provided the EPA a notice required at least 60 days prior to filing a suit seeking to compel the EPA to either approve or deny the August 2016 CAA Section 126 petition. In November 2016, the State of Maryland filed a CAA Section 126 petition with the EPA alleging that NOx emissions from 36 EGUs, including Harrison Units 1, 2 and 3, Mansfield Unit 1 and Pleasants Units 1 and 2, significantly contribute to Maryland's inability to attain the ozone NAAQS. The petition seeks NOx emission rate limits for the 36 EGUs by May 1, 2017. On January 3, 2017, the EPA extended the time frame for acting on the CAA Section 126 petition by six months to July 15, 2017, but has not taken any further action. On September 27, 2017, and October 4, 2017, the State of Maryland and various environmental organizations filed complaints in the U.S. District Court for the District of Maryland seeking an order that the EPA either approve or deny the CAA Section 126 petition of November 16, 2016. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.
MATS imposesimposed emission limits for mercury, PM, and HCLHCl for all existing and new coal-fired electric generating unitsfossil fuel fired EGUs effective in April 2015 with averaging of emissions from multiple units located at a single plant. UnderThe majority of FirstEnergy's MATS compliance program and related costs have been completed.

On August 3, 2015, FG, a wholly owned subsidiary of FES, submitted to the CAA, state permitting authorities can grantAAA office in New York, N.Y., a demand for arbitration and statement of claim against BNSF and CSX seeking a declaration that MATS constituted a force majeure event that excuses FG’s performance under its coal transportation contract with these parties. Specifically, the dispute arose from a contract for the transportation by BNSF and CSX of a minimum of 3.5 million tons of coal annually through 2025 to certain coal-fired power plants owned by FG that are located in Ohio. As a result of and in compliance with MATS, all plants covered by this contract were deactivated by April 16, 2015. Separately, on August 4, 2015, BNSF and CSX submitted to the AAA office in Washington, D.C., a demand for arbitration and statement of claim against FG alleging that FG breached the contract and that FG’s declaration of a force majeure under the contract is not valid and seeking damages under the contract through 2025. On May 31, 2016, the parties agreed to a stipulation that if FG’s force majeure defense is determined to be wholly or partially invalid, liquidated damages are the sole remedy available to BNSF and CSX. The arbitration panel consolidated the claims and held a hearing in November and December 2016. On April 12, 2017, the arbitration panel ruled on liability in favor of BNSF and CSX. In the liability award, the panel found, among other things, that FG’s demand for declaratory judgment that force majeure excused FG’s performance was denied, that FG breached and repudiated the coal transportation contract and that the panel retains jurisdiction of claims for liquidated damages for the years 2015-2025. On May 1, 2017, FE and FG and CSX and BNSF entered into a definitive settlement agreement, which resolved all claims related to this consolidated proceeding on the terms and conditions set forth below. Pursuant to the settlement agreement, FG will pay CSX and BNSF an additional compliance year through April 2016, as needed, including instances when necessaryaggregate amount equal to maintain reliability where electric generating units$109 million, which is payable in three annual installments, the first of which was made on May 1, 2017. FE agreed to unconditionally and continually guarantee the settlement payments due by FG pursuant to the terms of the settlement agreement. The settlement agreement further provides that in the event of the initiation of bankruptcy proceedings or failure to make timely settlement payments, the unpaid settlement amount will immediately accelerate and become due and payable in full. Further, FE and FG, and CSX and BNSF, agreed to release, waive and discharge each other from any further obligations under the claims covered by the settlement agreement upon payment in full of the settlement amount. Until such time, CSX and BNSF will retain the claims covered by the settlement agreement and in the event of a bankruptcy proceeding with respect to FG, to the extent the remaining settlement payments are being closed. not paid in full by FG or FE, CSX and BNSF shall be entitled to seek damages for such claims in an amount to be determined by the arbitration panel or otherwise agreed by the parties.

On December 28, 2012,22, 2016, FG, a wholly owned subsidiary of FES, received a demand for arbitration and statement of claim from BNSF and NS which are the WVDEP granted a conditional extensioncounterparties to the coal transportation contract covering the delivery of 2.5 million tons annually through April 16, 20162025, for MATS compliance at the Fort Martin, Harrison and Pleasants stations. On March 20, 2013, the PA DEP granted an extension through April 16, 2016 for MATS compliance at the Hatfield's Ferry and Bruce Mansfield stations. In December 2014, FG requested an extension through April 16, 2016 for MATS compliance at theFG’s coal-fired Bay Shore Units 2-4, deactivated on September 1, 2012, as a result of the EPA’s MATS and for FG’s W.H. Sammis stationsgenerating station. The demand for arbitration was submitted to the AAA office in Washington, D.C., against FG alleging, among other things, that FG breached the agreement in 2015 and await2016 and repudiated the agreement for 2017-2025. The counterparties are seeking liquidated damages through 2025, and a decision from OEPA. In addition,declaratory judgment that FG's claim of force majeure is invalid. The arbitration hearing is scheduled for June 2018. The parties have exchanged settlement proposals to resolve all claims related to this proceeding, however, discussions have been terminated and settlement is unlikely. FirstEnergy and FES recorded a pre-tax charge of$116 million in 2017 based on an EPA enforcement policy document contemplates upestimated range of losses regarding the ongoing litigation with respect to an additional yearthis agreement. If the case proceeds to achieve compliance, through April 2017, under certain circumstances for reliability critical units. MATS was challenged inarbitration, the U.S. Courtamount of Appeals for the D.C. Circuit bydamages owed to BNSF and NS could be materially higher and may


9199




various entities, including FirstEnergy's challenge of the PM emission limit imposed on petroleum coke boilers, such as Bay Shore Unit 1. On April 15, 2014, MATS was upheld by the U.S. Court of Appeals for the D.C. Circuit, however, the Court refused to decide FirstEnergy's challenge of the PM emission limit imposed on petroleum coke boilers due to a January 2013 petition for reconsideration still pending but not addressed by EPA. On November 25, 2014, the U.S. Supreme Court agreed to review MATS, specifically, to determine if EPA should have evaluated the cost of MATS prior to regulating. Depending on the outcome of the U.S. Supreme Court review and how the MATS are ultimately implemented, FirstEnergy's total capital cost for compliance (over the 2012 to 2018 time period) is currently expected to be approximately $370 million (CES segment of $178 million and Regulated Distribution segment of $192 million), of which $133 million has been spent through 2014 ($56 million at CES and $77 million at Regulated Distribution).

As of September 1, 2012, Albright, Armstrong, Bay Shore Units 2-4, Eastlake Units 4-5, R. Paul Smith, Rivesville and Willow Island were deactivated. FG entered into RMR arrangements with PJM for Eastlake Units 1-3, Ashtabula Unit 5 and Lake Shore Unit 18 through the spring of 2015, when they are scheduledcause FES to be deactivated. In February 2014, PJM notified FG that Eastlake Units 1-3 and Lake Shore Unit 18 will be released from RMR status as of September 15, 2014.seek protection under U.S. bankruptcy laws. FG intends to operate the plants through April 2015, subject to market conditions. As of October 9, 2013, the Hatfield's Ferryvigorously assert its position in this arbitration proceeding, and Mitchell stations were also deactivated.

FirstEnergy and FES have various long-term coal supply and transportation agreements, some of which run through 2025 and certain of which are related to the plants described above. FE and FES have asserted force majeure defenses for delivery shortfalls under certain agreements, and are in discussion with the applicable counterparties. As to coal transportation agreements, FE and FES have agreed to pay liquidated damages for delivery shortfalls for 2014 in the estimated amount of $70 million. If FE and FES fail to reach a resolution with the applicable counterparties for the agreements associated with the deactivated plants or unresolved aspects of the agreements andif it were ultimately determined that contrary to their belief, the force majeure provisions or other defenses do not excuse or otherwise mitigate the delivery shortfalls, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted. If that were

As to occur, FE and FES are unable to estimate the loss or range of loss. Additionally, on July 1, 2014, FES terminated a long-term fuel supply agreement. In connection with this termination, FES recognized a pre-tax charge of $67 million in the second quarter of 2014. In onespecific coal supply agreement, AE Supply, hasthe party thereto, asserted termination rights effective in 2015.2015 as a result of MATS. In response to the notification of the termination, on January 15, 2015, Tunnel Ridge, LLC, the coal supplier, has commenced litigation in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging AE Supply doesdid not have sufficient justification to terminate the agreement. There are 6 million tons remaining underagreement and seeking damages for the difference between the market and contract for delivery. At this time, FirstEnergy cannot estimateprice of the losscoal, or range of loss regarding the on-going litigation with respect to this agreement.

In June 2005, the PA DEP and the Attorneys General of New York, New Jersey, Connecticut and Maryland filed suit against AE,lost profits plus incidental damages. AE Supply MP, PEfiled an answer denying any liability related to the termination. On May 1, 2017, the complaint was amended to add FE, FES and WPFG, although not parties to the underlying contract, as defendants and to seek additional damages based on new claims of fraud, unjust enrichment, promissory estoppel and alter ego. On June 27, 2017, after oral argument, defendants' preliminary objections to the amended complaint were denied. On February 18, 2018, the parties reached an agreement in the U.S. District Court for the Western District of Pennsylvania alleging,principle settling all claims in dispute. The agreement in principle includes, among other things, thatmatters, a $93 million payment by AE performed major modifications in violationSupply, as well as certain coal supply commitments for Pleasants Power Station during its remaining operation by AE Supply. Certain aspects of the NSR provisions offinal settlement agreement will be guaranteed by FE, including the CAA and the Pennsylvania Air Pollution Control Act at the coal-fired Hatfield's Ferry, Armstrong and Mitchell Plants in Pennsylvania. On February 6, 2014, the Court entered judgment for AE, AE Supply, MP, PE and WP finding they had not violated the CAA or the Pennsylvania Air Pollution Control Act. New York, Connecticut, and Maryland withdrew their appeal to the U.S. Court of Appeals for the Third Circuit on December 15, 2014, concluding this litigation. This decision does not change the status of these plants which remain deactivated.$93 million payment.

In September 2007, AE received an NOV from the EPA alleging NSR and PSD violations under the CAA, as well as Pennsylvania and West Virginia state laws at the coal-fired Hatfield's Ferry and Armstrong plants in Pennsylvania and the coal-fired Fort Martin and Willow Island plants in West Virginia. The EPA's NOV alleges equipment replacements during maintenance outages triggered the pre-construction permitting requirements under the NSR and PSD programs. On June 29, 2012, January 31, 2013, and March 27, 2013 and October 18, 2016, the EPA issued CAA section 114 requests for the Harrison coal-fired plant seeking information and documentation relevant to its operation and maintenance, including capital projects undertaken since 2007. On December 12, 2014, the EPA issued a CAA section 114 request for the Fort Martin coal-fired plant seeking information and documentation relevant to its operation and maintenance, including capital projects undertaken since 2009. FirstEnergy intends to comply with the CAA but, at this time, is unable to predict the outcome of this matter or estimate the possible loss or range of loss.

In July 2008, three complaints representing multiple plaintiffs were filed against FG in the U.S. District Court for the Western District of Pennsylvania seeking damages based on air emissions from the coal-fired Bruce Mansfield Plant. Two of these complaints also seek to enjoin the Bruce Mansfield Plant from operating except in a “safe, responsible, prudent and proper manner.” One complaint was filed on behalf of twenty-one individuals and the other is a class action complaint seeking certification as a class with the eight named plaintiffs as the class representatives. FG believes the claims are without merit and intends to vigorously defend itself against the allegations made in these complaints, but, at this time, is unable to predict the outcome of this matter or estimate the possible loss or range of loss.

Climate Change

FirstEnergy has established a goal to reduce CO2 emissions by 90% below 2005 levels by 2045. There are a number of initiatives to reduce GHG emissions at the state, federal and international level. Certain northeastern states are participating in the RGGI and western states led by California, have implemented programs, primarily cap and trade mechanisms, to control emissions of certain GHGs. Additional policies reducing GHG emissions, such as demand reduction programs, renewable portfolio standards and renewable subsidies have been implemented across the nation. A June 2013, Presidential Climate Action Plan outlined goals to: (1) cut carbon pollution in America by 17% by 2020 (from 2005 levels); (2) prepare the United States for the impacts of climate change; and (3) lead international efforts to combat global climate change and prepare for its impacts. GHG emissions have already been reduced by 10% between 2005 and 2012 according to an April, 2014 EPA Report. In a joint


92




announcement on November 12, 2014, President Obama stated a U.S. target of reducing GHG emissions by 26 to 28% by 2025 from 2005 emission levels and China's President stated its GHG emissions will "peak", around 2030 with approximately 20% of its energy generated by non-fossil fuels by that same year. Due to plant deactivations and increased efficiencies, FirstEnergy anticipates its CO2 emissions will be reduced 25% below 2005 levels by 2015, exceeding the President’s Climate Action Plan goals both in terms of timing and reduction levels.

The EPA released its final “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air Act”Act,” in December 2009, concluding that concentrations of several key GHGs constitutes an "endangerment" and may be regulated as "air pollutants" under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. EPA proposed a new source performance standard in September 2013, which would not apply to any existing, modified, or reconstructed fossil fuel generating units, of 1,000 lbs. CO2/MWH for large natural gas fired units (> 850 mmBTU/hr), and 1,100 lbs. CO2/MWH for other natural gas fired units (≤ 850 mmBTU/hr), and 1,100 lbs. CO2/MWH for fossil fuel fired units which would require partial carbon capture and storage. EPA proposed regulations in June 2014, to reduce CO2 emissions from existing fossil fuel electric generating units that would require each state to develop state implementation plans by June 30, 2016, to meet EPA's state specific CO2 emission rate goals. EPA's proposal allows states to request a 1-year extension for single-SIPs (June 30, 2017) or a 2-year extension for multi-state SIPs (June 30, 2018). EPA also proposed separate regulations imposing additional CO2 emission limits on modified and reconstructed fossil fuel electric generating units. On January 7, 2015, EPA announced it would complete all of these so-called "Carbon Pollution Standards" by "midsummer" 2015. On June 23, 2014, the U.S. Supreme Court decided that CO2 or other GHG emissions alone cannot trigger permitting requirements under the CAA, but that air emission sources that need PSD permits due to other regulated air pollutants can be required by the EPA to install GHG control technologies. On November 13, 2014,The EPA released its final CPP regulations in August 2015 (which have been stayed by the U.S. Court of Appeals for the D.C. Circuit scheduled expedited briefingSupreme Court), to consider challenges to prevent EPA from regulatingreduce CO2 emissions from existing fossil fuel-fired EGUs. The EPA also finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel electric generating units.fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On January 21, 2016, a panel of the D.C. Circuit denied the motions for stay and set an expedited schedule for briefing and argument. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges to the D.C. Circuit and U.S. Supreme Court. On March 28, 2017, an executive order, entitled “Promoting Energy Independence and Economic Growth,” instructed the EPA to review the CPP and related rules addressing GHG emissions and suspend, revise or rescind the rules if appropriate. On October 16, 2017, the EPA issued a proposed rule to repeal the CPP. Depending on the outcomeoutcomes of the review pursuant to the executive order, of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be substantial.material.

At the international level, the United Nations Framework Convention on Climate Change resulted in the Kyoto Protocol requiring participating countries, which does not include the U.S., to reduce GHGs commencing in 2008 and has been extended through 2020. The Obama Administration submitted in March 2015, a formal pledge for the U.S. to reduce its economy-wide GHG emissions by 26 to 28 percent below 2005 levels by 2025 and in September 2016, joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris. The Paris Agreement was ratified by the requisite number of countries (i.e., at least 55 countries representing at least 55% of global GHG emissions) in October 2016 and its non-binding obligations to limit global warming to well below two degrees Celsius became effective on November 4, 2016. On June 1, 2017, the Trump Administration announced that the U.S. would cease all participation in the Paris Agreement. FirstEnergy cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting CO2 emissions, or litigation alleging damages from GHG emissions, could require significantmaterial capital and other expenditures or result in changes to its operations. The CO2 emissions per KWH of electricity generated by FirstEnergy is lower than many of its regional competitors due to its diversified generation sources, which include low or non-CO2 emitting gas-fired and nuclear generators.



100




Clean Water Act

Various water quality regulations, the majority of which are the result of the federal CWA and its amendments, apply to FirstEnergy's plants. In addition, the states in which FirstEnergy operates have water quality standards applicable to FirstEnergy's operations.

The EPA finalized CWA Section 316(b) regulations in May 2014, requiring cooling water intake structures with an intake velocity greater than 0.5 feet per second to reduce fish impingement when aquatic organisms are pinned against screens or other parts of a cooling water intake system to a 12% annual average and requiring cooling water intake structures exceeding 125 million gallons per day to conduct studies to determine site-specific controls, if any, to reduce entrainment, which occurs when aquatic life is drawn into a facility's cooling water system. FirstEnergy is studying various control options and their costs and effectiveness, including pilot testing of reverse louvers in a portion of the Bay Shore power plant's cooling water intake channel to divert fish away from the plant's cooling water intake system. Depending on the results of such studies and any final action taken by the states based on those studies,with respect to impingement and entrainment, the future capital costs of compliance with these standards may require material capital expenditures.be material.

TheOn September 30, 2015, the EPA proposed updates to the waste waterfinalized new, more stringent effluent limitations guidelines and standardslimits for the Steam Electric Power Generating category (40 CFR Part 423) in April 2013. The EPA proposed eight treatment options for waste water dischargesarsenic, mercury, selenium and nitrogen for wastewater from electric power plants, of which four are "preferred" by the agency. The preferred options range from more stringent chemicalwet scrubber systems and biological treatment requirements to zero discharge requirements.of pollutants in ash transport water. The EPA is required to finalize this rulemaking by September 30, 2015, under a consent decree entered by a U.S. District Court and the treatment obligations are proposed to phase-in as permits are renewed on a 5-yearfive-year cycle from 2018 to 2023. The final rule also allows plants to commit to more stringent effluent limits for wet scrubber systems based on evaporative technology and in return have until the end of 2023 to meet the more stringent limits. On April 13, 2017, to 2022.the EPA granted a Petition for Reconsideration and administratively stayed (effective upon publication in the Federal Register) all deadlines in the effluent limits rule pending a new rulemaking. Also, on September 18, 2017, the EPA postponed certain compliance deadlines for two years. Depending on the contentoutcome of the EPA's final ruleappeals and how any final action taken by the states,rules are ultimately implemented, the future costs of compliance with these standards may require material capital expenditures.be substantial and changes to FirstEnergy's and FES' operations may result.

In October 2009, the WVDEP issued an NPDES water discharge permit for the Fort Martin Plant,plant, which imposes TDS, sulfate concentrations and other effluent limitations for heavy metals, as well as temperature limitations. Concurrent with the issuance of the Fort Martin NPDES permit, WVDEP also issued an administrative order setting deadlines for MP to meet certain of the effluent limits that were effective immediately under the terms of the NPDES permit. MP appealed, and a stay of certain conditions of the NPDES permit and order have been granted pending a final decision on the appeal and subject to WVDEP moving to dissolve the stay. The Fort Martin NPDES permit could require an initial capital investment ranging from $150 million to $300 million in order to install technology to meet the TDS and sulfate limits, which technology may also meet certain of the other effluent limits. Additional technology may be needed to meet certain other limits in the Fort Martin NPDES permit. MP intends to vigorously pursue these issues but cannot predict the outcome of these appealsthe appeal or estimate the possible loss or range of loss.



93




In December 2010, PA DEP recommended a sulfate impairment designation for an approximately 68 mile stretch of the Monongahela River north of the West Virginia border which EPA approved in May of 2011.PA DEP subsequently recommended that the sulfate impairment designation for the Monongahela River be removed in its bi-annual water report. The EPA approved the removal of the sulfate impairment designation for the Monongahela River on December 19, 2014.

FirstEnergy intends to vigorously defend against the CWA matters described above but, except as indicated above, cannot predict their outcomes or estimate the possible loss or range of loss.

Regulation of Waste Disposal

Federal and state hazardous waste regulations have been promulgated as a result of the RCRA, as amended, and the Toxic Substances Control Act. Certain coal combustion residuals,CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.

In December 2014,April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards regardingfor landfill design, structural integrity design and assessment criteria for surface impoundments, groundwater monitoring and protection procedures and other operational and reporting procedures to assure the safe disposal of CCRs from electric generating plants. Depending on howOn September 13, 2017, the EPA announced that it would reconsider certain provisions of the final rules are ultimately implemented,regulations. Based on an assessment of the finalized regulations, the future costscost of compliance and expected timing had no significant impact on FirstEnergy's or FES' existing AROs associated with such CCR regulations may require material capital expenditures.CCRs. Although not currently expected, changes in timing and closure plan requirements in the future, including changes resulting from the strategic review at CES, could materially and adversely impact FirstEnergy's and FES' AROs.

The PA DEP filedPursuant to a 2012 complaint against FG in the U.S. District Court for the Western District of Pennsylvania with claims under the RCRA and Pennsylvania's Solid Waste Management Act regarding the LBR CCR Impoundment and simultaneously proposed a2013 consent decree, between PA DEP and FG to resolve those claims. On December 14, 2012, a modified consent decree was entered by the court, requiring FG to conduct monitoring studies and submit a closure plan to the PA DEP, no later than March 31, 2013, and discontinue disposal to LBR as currently permitted by December 31, 2016. The modified consent decree also required payment of civil penalties of $800,000 to resolve claims under the Solid Waste Management Act. PA DEP issued a 2014 permit for the Little Blue Run CCR impoundment requiring FEthe Bruce Mansfield plant to cease disposal of CCRs by December 31, 2016, and FG to provide bonding for 45 years of closure and post-closure activities and to complete closure within a 12-year period, but authorizing FEFG to seek a permit modification based on "unexpected site conditions that have or will slow closure progress." The permit does not require active dewatering of the CCRs, but does require a groundwater assessment for arsenic and abatement if certain conditions in the permit are met. The CCRs from the Bruce Mansfield Plantplant are being beneficially reused with the majority used for reclamation of a site owned by the Marshall County Coal Company in Moundsville, W. Va., and the remainder recycled into drywall by National Gypsum. These beneficial reuse options should be sufficient for ongoing plant operations, however, the Bruce Mansfield plant is pursuing several options for its CCRs following December 31, 2016. A 2013 complaint filed by Citizens Coal Counselother options. On May 22, 2015 and other NGOs inSeptember 21, 2015, the U.S. District CourtPA DEP reissued a permit for the Western DistrictHatfield's Ferry CCR disposal facility and then modified that permit to allow disposal of Bruce Mansfield plant CCR. The Sierra Club's Notices of Appeal before the Pennsylvania againstEnvironmental Hearing Board challenging the ownerrenewal, reissuance and operatormodification of the permit for the Hatfield’s Ferry CCR disposal facility were resolved through a reclamation mine in LaBelle, PennsylvaniaConsent Adjudication between FG, PA DEP and the Sierra Club requiring operational changes that is one possible alternative, alleged the LaBelle site is in violation of RCRA and state laws. On July 14, 2014, Citizens Coal Council served FE, FG and NRG with a citizen suit notice alleging violations of RCRA due to beneficial reuse of "coal ash" at the LaBelle Site.became effective November 3, 2017.

On October 10, 2013 approximately 61 individuals filed a complaint against FG in the U.S. District Court for the Northern District of West Virginia seeking damages for alleged property damage, bodily injury and emotional distress related to the LBR CCR Impoundment. The complaints state claims for private nuisance, negligence, negligence per se, reckless conduct and trespass related to alleged groundwater contamination and odors emanating from the Impoundment. FG believes the claims are without merit and intends to vigorously defend itself against the allegations made in the complaints, but, at this time, is unable to predict the outcome of the above matter or estimate the possible loss or range of loss. A similar complaint involving approximately 26 individuals filed in the U.S. District Court for the Western District of Pennsylvania has been resolved and was closed on February 9, 2015, pending the filing of a stipulation for dismissal.

101




FirstEnergy and certain ofor its subsidiaries have been named as potentially responsible parties at waste disposal sites, which may require cleanup under the CERCLA. Allegations of disposal of hazardous substances at historical sites and the liability involved are often unsubstantiated and subject to dispute; however, federal law provides that all potentially responsible parties for a particular site may be liable on a joint and several basis. Environmental liabilities that are considered probable have been recognized on the Consolidated Balance SheetSheets as of December 31, 20142017, based on estimates of the total costs of cleanup, FE's and its subsidiaries' proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $125 million have been accrued through December 31, 2014.2017. Included in the total are accrued liabilities of approximately $85$80 million for environmental remediation of former manufactured gas plants and gas holder facilities in New Jersey, which are being recovered by JCP&L through a non-bypassable SBC. FirstEnergy or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the possible lossesloss or range of losses cannot be determined or reasonably estimated at this time.

OTHER LEGAL PROCEEDINGS

Nuclear Plant Matters

Under NRC regulations, FirstEnergy must ensure that adequate funds will be available to decommission its nuclear facilities. As of December 31, 2014,2017, FirstEnergy had approximately $2.3$2.7 billion (FES $1.9 billion) invested in external trusts to be used for the decommissioning and environmental remediation of Davis-Besse, Beaver Valley, Perry and TMI-2.its nuclear generating facilities. The values of FirstEnergy's NDTs also fluctuate based on market conditions. If the valuevalues of the trusts decline by a material amount, FirstEnergy's obligation to fund the trusts may increase. Disruptions in the capital markets and their effects on particular businesses and the economy could also affect the values of the NDTs. By a letter dated July 2, 2014, FENOC submitted a $155 million FES parental guaranty relating to a shortfall in nuclear


94




decommissioning funding for Beaver Valley Unit 1 and Perry to the NRC for approval. FE and FES have also entered into a total of $23 million in parental guaranties in support of the decommissioning of the spent fuel storage facilities located at the nuclear facilities. As required by the NRC, FirstEnergy annually recalculates and adjusts the amount of its parental guaranties, as appropriate.

In August 2010, FENOC submitted an application to the NRC for renewal of the Davis-Besse operating license for an additional twenty years, until 2037. An NRC ASLB granted an opportunity for a hearing on the Davis-Besse license renewal application to a group of Intervenors, subject to admissible contentions. On September 29, 2014, the Intervenors filed a petition, accompanied by a request to admit a new contention, to suspend the final licensing decision on Davis-Besse license renewal. These filings argue that the NRC's Continued Storage Rule failed to make necessary safety findings regarding the technical feasibility of spent fuel disposal and the adequacy of future repository capacity required by the Atomic Energy Act. On October 31, 2014, FENOC and the NRC Staff filed their opposition to these requests.

As part of routine inspections of the concrete shield building at Davis-Besse in 2013, FENOC identified changes to the subsurface laminar cracking condition originally discovered in 2011. These inspections revealed that the cracking condition had propagated a small amount in select areas. FENOC's analysis confirms that the building continues to maintain its structural integrity, and its ability to safely perform all of its functions. On September 2, 2014,In a May 28, 2015, Inspection Report regarding the Intervenors inapparent cause evaluation on crack propagation, the Davis-BesseNRC issued a non-cited violation for FENOC’s failure to request and obtain a license renewal proceeding requested thatamendment for its method of evaluating the ASLB introduce issues based on FENOC's plans to manage the subsurface laminar cracking in the Davis-Besse shield building. On January 15, 2015, the ASLB denied this request. The NRC continues to evaluate FENOC's analysissignificance of the shield building.

On March 12, 2012, the NRC issued orders requiring safety enhancements at U.S. reactors based on recommendations from the lessons learned Task Force review of the accident at Japan's Fukushima Daiichi nuclear power plant. These orders require additional mitigation strategies for beyond-design-basis external events, and enhanced equipment for monitoring water levels in spent fuel pools.building cracking. The NRC also requestedconcluded that licensees including FENOC: re-analyze earthquakethe shield building remained capable of performing its design safety functions despite the identified laminar cracking and flooding risks usingthat this issue was of very low safety significance.In 2017,FENOC commenced a multi-year effort to implement repairs to the latest information available; conduct earthquake and flooding hazard walkdowns at their nuclear plants; assessshield building. In addition to these ongoing repairs, FENOC intends to submit a license amendment application to the ability of current communications systems and equipmentNRC to perform under a prolonged loss of onsite and offsite electrical power; and assess plant staffing levels needed to fill emergency positions. These and other NRC requirements adopted as a result ofreconcile the accident at Fukushima Daiichi are likely to result in additional material costs from plant modifications and upgrades at FENOC's nuclear facilities.shield building laminar cracking concern.

ICG LitigationFES provides a parental support agreement to NG of up to $400 million. The NRC typically relies on such parental support agreements to provide additional assurance that U.S. merchant nuclear plants, including NG's nuclear units, have the necessary financial resources to maintain safe operations, particularly in the event of extraordinary circumstances. So long as FES remains in the unregulated companies' money pool, the $500 million secured line of credit with FE discussed above provides FES the needed liquidity in order for FES to satisfy its nuclear support obligations to NG.

On December 28, 2006, AE Supply and MP filed a complaint in the Court of Common Pleas of Allegheny County, Pennsylvania against ICG, Anker WV, and Anker Coal for failure to supply coal required by a long term CSA. A non-jury trial was held from January 10, 2011 through February 1, 2011 regarding past and future damages incurred by AE Supply and MP as a result of the shortfall. On May 2, 2011, the court entered a verdict in favor of AE Supply and MP for $104 million ($90 million in future damages and $14 million for past damages/interest) and on August 25, 2011, the verdict became final. On August 26, 2011, ICG filed a Notice of Appeal with the Superior Court. On August 13, 2012, the Superior Court affirmed the $14 million past damages award against ICG but vacated the $90 million future damages award. While the Superior Court found that defendants still owed future damages, it remanded the calculation of those damages back to the trial court. Efforts by AE Supply and MP to have the Superior Court reconsider this decision or challenge it at the Pennsylvania Supreme Court were denied. In the second quarter of 2013 the final past damage award of $15.5 million (including interest) was recognized and the case was sent back to the trial court to recalculate future damages only. A multi-day damages hearing was held and, on February 13, 2015, the trial court awarded AE Supply and MP approximately $11.3 million in future damages and prejudgment interest. AE Supply and MP are evaluating the court’s decision and a possible appeal. In a related proceeding before the same court, ICG appealed a ruling that prohibited their reliance on a price re-opener clause to limit future damages. On January 30, 2015, the ICG appeal was denied and ICG has moved for reconsideration on this ruling.Other Legal Matters

Other Legal Matters

There are various lawsuits, claims (including claims for asbestos exposure) and proceedings related to FirstEnergy's normal business operations pending against FirstEnergy and its subsidiaries. The loss or range of loss in these matters is not expected to be material to FirstEnergy or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 14, Regulatory15, "Regulatory Matters," of the Combined Notes to Consolidated Financial Statements.

FirstEnergy accrues legal liabilities only when it concludes that it is probable that it has an obligation for such costs and can reasonably estimate the amount of such costs. In cases where FirstEnergy determines that it is not probable, but reasonably possible that it has a material obligation, it discloses such obligations and the possible loss or range of loss if such estimate can be made. If it were ultimately determined that FirstEnergy or its subsidiaries have legal liability or are otherwise made subject to liability based on any of the matters referenced above, it could have a material adverse effect on FirstEnergy's or its subsidiaries' financial condition, results of operations and cash flows.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

FirstEnergy prepares consolidated financial statements in accordance with GAAP. Application of these principles often requires a high degree of judgment, estimates and assumptions that affect financial results. FirstEnergy's accounting policies require significant


95




judgment regarding estimates and assumptions underlying the amounts included in the financial statements. Additional information regarding the application of accounting policies is included in the Combined Notes to Consolidated Financial Statements.

Revenue Recognition

FirstEnergy follows the accrual method of accounting for revenues, recognizing revenue for electricity that has been delivered to customers but not yet billed through the end of the accounting period. The determination of electricity sales to individual customers is based on meter readings, which occur on a systematic basis throughout the month. At the end of each month, electricity delivered to customers since the last meter reading is estimated and a corresponding accrual for unbilled sales is recognized. The determination


102




of unbilled sales and revenues requires management to make estimates regarding electricity available for retail load, transmission and distribution line losses, demand by customer class, applicable billing demands, weather-related impacts, number of days unbilled and tariff rates in effect within each customer class. See Note 1, Organization"Organization and Basis of Presentation," for additional details.

Regulatory Accounting

FirstEnergy’s regulated distribution and regulated transmission segments are subject to regulations that set the prices (rates) the Utilities, AGC, ATSI, TrAILMAIT and PATHTrAIL are permitted to charge customers based on costs that the regulatory agencies determine are permitted to be recovered. At times, regulators permit the future recovery through rates of costs that would be currently charged to expense by an unregulated company. This ratemaking process results in the recording of regulatory assets and liabilities based on anticipated future cash inflows and outflows. FirstEnergy regularly reviews these assets to assess their ultimate recoverability within the approved regulatory guidelines. Impairment risk associated with these assets relates to potentially adverse legislative, judicial or regulatory actions in the future. See Note 14, Regulatory15, "Regulatory Matters," for additional information.

FirstEnergy reviews the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Similarly, FirstEnergy records regulatory liabilities when a determination is made that a refund is probable or when ordered by a commission. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. If recovery of a regulatory asset is no longer probable, FirstEnergy will write off that regulatory asset as a charge against earnings.

Pension and OPEB Accounting

FirstEnergy provides noncontributory qualified defined benefit pension plans that cover substantially all of its employees and non-qualified pension plans that cover certain employees. The plans provide defined benefits based on years of service and compensation levels.

FirstEnergy provides some non-contributory pre-retirement basic life insurance for employees who are eligible to retire. Health care benefits and/or subsidies to purchase health insurance, which include certain employee contributions, deductibles and co-payments, may also be available upon retirement to certain employees, their dependents and, under certain circumstances, their survivors. FirstEnergy also has obligations to former or inactive employees after employment, but before retirement, for disability-related benefits.

FirstEnergy’s pension and OPEB funding policy is based on actuarial computations using the projected unit credit method. During the year ended December 31, 2014, FirstEnergy did not make any contributions to its qualified pension plan. The underfunded status of FirstEnergy’s qualified and non-qualified pension and OPEB plans as of December 31, 2014 was $3.7 billion.

FirstEnergy recognizes as a pension and OPEB mark-to-market adjustment for the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement. The remaining components of pension and OPEB expense, primarily service costs, interest on obligations, assumed return on assets and prior service costs, are recorded on a quarterlymonthly basis. The pre-tax pension and OPEB mark-to-market adjustment charged to earnings for the years ended December 31, 2014, 2013,2017, 2016, and 20122015 were $1,243$141 million, ($835$147 million, net of amounts capitalized), $(396)and$242 million, ($(256) million net of amounts capitalized), and $875 million ($609 million net of amounts capitalized), respectively.

In selecting an assumed discount rate, FirstEnergy considers currently available rates of return on high-quality fixed income investments expected to be available during the period to maturity of the pension and OPEB obligations. The assumed discount rates for pension were 4.25%3.75%, 5.00%4.25% and 4.25%4.50% as of December 31, 2014, 20132017, 2016 and 2012,2015, respectively. The assumed discount rates for OPEB were 4.00%3.50%, 4.75%4.00% and 4.00%4.25% as of December 31, 2014, 20132017, 2016 and 2012,2015, respectively.

FirstEnergy’s assumed rate of return on pension plan assets considers historical market returns and economic forecasts for the types of investments held by the pension trusts. In 2014,2017, FirstEnergy’s qualified pension and OPEB plan assets earned $387experienced gains of $999 million or 6.2%15.1% compared to gains of $472 million, or 8.2% in 2016 and losses of $(22)$(172) million, or (0.3)(2.7)% in 20132015 and assumed a 7.75%7.50% rate of return for both years on plan assets in 2017 and 2016 and a 7.75% expected rate of return in 2015 which generated $496$478 million, $429 million and $535$476 million of expected returns on plan assets, respectively. The expected return on pension and OPEB assets is based on the trusts’ asset allocation targets and the historical performance of risk-based and fixed income securities. The gains or losses generated as a result of the difference between expected and actual returns on plan assets will increase or decrease future net periodic pension and OPEB cost as the difference is recognized annually in the fourth quarter of each fiscal year or whenever a plan is determined to qualify for remeasurement. The expected return on plan assets for 2018 is 7.50%.

During 20142017, the Society of Actuaries published newreleased its updated mortality tables and improvement scales reflecting improved life expectancies and an expectation that the trend will continue. An analysisscale for pension plans, MP-2017, incorporating three additional years of FirstEnergy pension and OPEB planSSA data on U.S. population mortality. MP-2017 incorporates SSA mortality data indicatedfrom 2013 to 2015 and a slight modification of two input values designed to improve the usemodel’s year-over-year stability. The updated improvement scale indicates a slight decline in life expectancy. Due to the additional years of data on population mortality, the RP2000RP2014 mortality table with the projection scale BB2D was most appropriate. As such, the RP2000 mortality table with projection scale BB2DMP-2017 was utilized to determine the 20142017 benefit cost and obligation as of December 31, 20142017 for the FirstEnergy pension


96




and OPEB plans.The impact of using the RP2000 mortality table with projection scale BB2DMP-2017 resulted in an increase toa decrease in the projected pension benefit obligation of $373$62 million and $21 million for the pension and OPEB plans, respectively, and was included in the 20142017 pension and OPEB mark-to-market adjustment.

Based on discount rates of 4.25%3.75% for pension, 4.00%3.50% for OPEB and an estimated return on assets of 7.75%7.50%, FirstEnergy expects its 20152018 pre-tax net periodic postemployment benefit creditscredit (including amounts capitalized) to be approximately $8$50 million (excluding any actuarial


103




mark-to-market adjustments that would be recognized in 2015)2018). The following table reflects the portion of pension and OPEB costs that were charged to expense, including any pension and OPEB mark-to-market adjustments, in the three years ended December 31, 2014.2017.
Postemployment Benefits Expense (Credits) 2014 2013 2012 2017 2016 2015
 (In millions) (In millions)
Pension $939
 $(134) $596
 $247
 $277
 $316
OPEB (101) (196) (34) (45) (40) (61)
Total $838
 $(330) $562
 $202
 $237
 $255

Health care cost trends continue to increase and will affect future OPEB costs. The 2014 composite health care trend rate assumptions were approximately 7.0-7.5%, compared to 7.25-7.75%6.0-5.5% in 2013,2017 and 2016, gradually decreasing to 4.5% in later years. In determining FirstEnergy’s trend rate assumptions, included are the specific provisions of FirstEnergy’s health care plans, the demographics and utilization rates of plan participants, actual cost increases experienced in FirstEnergy’s health care plans, and projections of future medical trend rates. The effecteffects on the2018 pension and OPEB net periodic benefit costs from changes in key assumptions are as follows:

Increase in Net Periodic Benefit Costs from Adverse Changes in Key Assumptions
Assumption Adverse Change Pension OPEB Total Adverse Change Pension OPEB Total
     (In millions)     (In millions)
Discount rate Decrease by .25% 289
 20
 $309
 Decrease by .25% $315
 $18
 $333
Long-term return on assets Decrease by .25% 14
 1
 $15
 Decrease by .25% $19
 $1
 $20
Health care trend rate Increase by 1.0% N/A
 22
 $22
 Increase by 1.0% N/A
 $21
 $21

Please seeSee Note 3, Pension4, "Pension and Other Postemployment Benefits," for additional informationinformation.

Long-Lived Assets

FirstEnergy reviewsevaluates long-lived assets including regulatory assets,classified as held and used for impairment wheneverwhen events or changes in circumstances indicate that the carrying value of suchthe long-lived assets may not be recoverable. The recoverability of a long-lived asset is measured by comparing its carrying value toFirst, the sum ofestimated undiscounted future cash flows expectedattributable to result from the use and eventual dispositionassets is compared with the carrying value of the asset.assets. If the carrying value is greater than the undiscounted future cash flows, an impairment exists and a losscharge is recognized forequal to the amount by which the carrying value of the long-lived assetassets exceeds its estimated fair value. FirstEnergy utilizes the income approach, based upon discounted cash flows to estimate fair value. See Note 1, Organization"Organization and Basis of Presentation."

FirstEnergy reviews the probability of recovery of regulatory assets at each balance sheet dateSee Note 2, "Asset Sales and whenever new events occur. Similarly, FirstEnergy records regulatory liabilities when a determination is made that a refund is probable or when ordered by a commission. Factors that may affect probability include changesImpairments," for impairments recognized in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. If recovery of a regulatory asset is no longer probable, FirstEnergy will write off that regulatory asset as a charge against earnings.2017 and 2016.

Asset Retirement Obligations

FE recognizes an ARO for the future decommissioning of its nuclear power plants and future remediation of other environmental liabilities associated with all of its long-lived assets. The ARO liability represents an estimate of the fair value of FE's current obligation related to nuclear decommissioning and the retirement or remediation of environmental liabilities of other assets. A fair value measurement inherently involves uncertainty in the amount and timing of settlement of the liability. FE uses an expected cash flow approach to measure the fair value of the nuclear decommissioning and environmental remediation ARO. This approach applies probability weighting to discounted future cash flow scenarios that reflect a rangeARO, considering the expected timing of possible outcomes. The scenarios consider settlement of the ARO atbased on the expirationexpected economic useful life of the nuclear power plant's current license, settlement based on an extended license term and expected remediation dates.plants (including the likelihood that the facilities will be deactivated before the end of their estimated useful lives). The fair value of an ARO is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying value of the long-lived asset and are depreciated over the life of the related asset.

Conditional retirement obligations associated with tangible long-lived assets are recognized at fair value in the period in which they are incurred if a reasonable estimate can be made, even though there may be uncertainty about timing or method of settlement.


97




When settlement is conditional on a future event occurring, it is reflected in the measurement of the liability, not the timing of the liability recognition.

AROs as of December 31, 2014,2017, are described further in Note 13, Asset14, "Asset Retirement Obligations."

Income Taxes
FirstEnergy records income taxes in accordance with the liability method of accounting. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recognized for tax purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of the related property. Deferred income tax liabilities related to temporary tax and accounting basis differences


104




and tax credit carryforward items are recognized at the statutory income tax rates in effect when the liabilities are expected to be paid. Deferred tax assets are recognized based on income tax rates expected to be in effect when they are settled.

FirstEnergy accounts for uncertainty in income taxes recognized in its financial statements. We account for uncertain income tax positions using a benefit recognition model with a two-step approach, a more-likely-than-not recognition criterion and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The CompanyFirstEnergy recognizes interest expense or income related to uncertain tax positions. That amount is computed by applying the applicable statutory interest rate to the difference between the tax position recognized and the amount previously taken or expected to be taken on the tax return. FirstEnergy includes net interest and penalties in the provision for income taxes. See Note 5, Taxes6, "Taxes," for additional information.

On December 22, 2017, the President signed into law the Tax Act. Substantially all of the provisions of the Tax Act are effective for taxable years beginning after December 31, 2017. The Tax Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the Code), including amendments which significantly change the taxation of business entities and includes specific provisions related to regulated public utilities including FirstEnergy’s regulated distribution and transmission subsidiaries. The more significant changes that impact FirstEnergy included in the Tax Act are the following:
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;
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.

The most significant change that impacts FirstEnergy in the current year is the reduction of the corporate federal income tax rate. Other provisions are not expected to have a significant impact on the financial statements, but may impact the effective tax rate in future years. Under US GAAP, specifically ASC Topic 740, Income Taxes, the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or December 22, 2017, for the Tax Act. ASC 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, FirstEnergy’s deferred taxes were re-measured based upon the new tax rate, which resulted in a material decrease to FirstEnergy’s net deferred income tax liabilities. For FirstEnergy’s unregulated operations, the change in deferred taxes are recorded as an adjustment to FirstEnergy’s deferred income tax provision. FirstEnergy’s regulated entities recorded a corresponding net regulatory liability to the extent the change in deferred taxes would result in amounts previously collected from utility customers to be subject to refunds to such customers, generally through reductions in future rates. All other amounts were recorded as an adjustment to FirstEnergy’s regulated entities’ deferred income tax provision.

FirstEnergy has completed its assessment of the accounting for certain effects of the provisions in the Tax Act, and as allowed under SEC Staff Accounting Bulletin 118 (SAB 118), has recorded provisional income tax amounts as of December 31, 2017 related to depreciation for which the impacts of the Tax Act could not be finalized, but for which a reasonable estimate could be determined. Under the new law, property acquired and placed into service after September 27, 2017, will be eligible for full expensing for all taxpayers other than regulated utilities. As a result, FirstEnergy will need to evaluate the contractual terms of its capital expenditures to determine eligibility for full expensing. As of December 31, 2017, FirstEnergy has not yet completed this analysis, but has recorded a reasonable estimate of the effects of these changes based on capital costs incurred prior to year-end. In addition, SAB 118 allows for a measurement period for companies to finalize the provisional amounts recorded as of December 31, 2017. FirstEnergy expects to record any final adjustments to the provisional amounts by the fourth quarter of 2018, which could result in a material impact to FirstEnergy’s income tax provision or financial position.

FirstEnergy’s assessment of accounting for the Tax Act are based upon management’s current understanding of the Tax Act. However, it is expected that further guidance will be issued during 2018, which may result in adjustments that could have a material impact to FirstEnergy’s future results of operations, cash flows, or financial position.

As a result of the Tax Act, FirstEnergy recognized a non-cash charge to income tax expense of $1.2 billion (FES - $1.1 billion) and resulted in excess deferred taxes of $2.3 billion for the regulated businesses, of which the revenue impact was recorded as a regulatory liability. These adjustments had no impact on our 2017 cash flows.

Goodwill

In a business combination, the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. FirstEnergy evaluates goodwill for impairment annually on July 31 and more frequently if indicators of impairment arise. In evaluating goodwill for impairment, FirstEnergy assesses qualitative factors to determine whether it is more likely than not (that is, likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying value (including goodwill). If FirstEnergy concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing is required. However, if FirstEnergy concludes that it is more likely than not that the fair value


105




of a reporting unit is less than its carrying value or bypasses the qualitative assessment, then the two-step quantitative goodwill impairment test is performed to identify a potential goodwill impairment and measure the amount of impairment to be recognized, if any.

As of July 31, 2017, FirstEnergy performed a quantitativequalitative assessment of the Regulated Distribution, Regulated Transmission and CES reporting units as of July 31, 2014. The fair values for each of the reporting units were calculated using a discounted cash flow analysis and indicated no impairment of goodwill.

The fair value of the CES reporting unit exceeded its carrying value by approximately 10%, impacted by near term weak economic conditions and low energy and capacity prices. Key assumptions incorporated into the CES discounted cash flow analysis requiring significant management judgment included: discount rates, future energy and capacity pricing, projected operating income, capital expenditures, including the impact of pending carbon pollution and other environmental regulation, and terminal multiples. The July 31, 2014 assessment for this reporting unit included a discount rate of 8.5% and a terminal multiple of 7.0x earnings before, interest, taxes, depreciation, and amortization. Continued weak economic conditions, lower than forecasted power and capacity prices, and revised environmental requirements could have a negative impact on future goodwill assessments.

Key assumptions incorporated in the Regulated Distribution and Regulated Transmission discounted cash flow analysis requiring significant management judgment included: discount rates,reporting units' goodwill, assessing economic, industry and market considerations in addition to the reporting units' overall financial performance. Key factors used in the assessment include: growth rates, projected operating income, changes in working capital, projectedinterest rates, expected capital expenditures, projected fundingutility sector market performance and other market considerations. It was determined that the fair values of pension plans, expected results of future rate proceedings,these reporting units were, more likely than not, greater than their carrying value and terminal multiples.a quantitative analysis was not necessary.

See Note 1, Organization2, "Asset Sales and BasisImpairments," for further discussion of Presentation for additional details.CES goodwill impairment charge recognized in 2016.

NEW ACCOUNTING PRONOUNCEMENTS
In May 2014,
ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" (Issued March 2016): ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also does not require liability accounting when an employer repurchases more of an employee’s shares for tax withholding purposes. FirstEnergy adopted ASU 2016-09 on January 1, 2017. Upon adoption, FirstEnergy elected to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings of approximately $6 million as of January 1, 2017. Additionally, FirstEnergy retrospectively applied the cash flow presentation requirement to present cash paid to tax authorities when shares are withheld to satisfy statutory tax withholding obligations as financing activities by reclassifying $12 million and $13 million from operating activities to financing activities in the 2016 and 2015 Consolidated Statements of Cash Flows, respectively.

ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments" (Issued August 2016): The standard is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the Consolidated Statements of Cash Flows, including the presentation of debt prepayment or debt extinguishment costs, all of which will be classified as financing activities. ASU 2016-15 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. FirstEnergy early adopted this ASU as of January 1, 2017. There was no impact to prior periods.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB issued was not adopted in 2017. Unless otherwise indicated, FirstEnergy is currently assessing the impact such guidance may have on its financial statements and disclosures, as well as the potential to early adopt where applicable. FirstEnergy has assessed other FASB issuances of new standards not described below and has not included these standards based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2014-09, "Revenue from Contracts with Customers, requiring entitiesCustomers" (Issued May 2014 and subsequently updated to recognizeaddress implementation questions): The new revenue recognition guidance: establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. FirstEnergy has evaluated its revenues and the new guidance will have limited impacts to current revenue recognition practices upon adoption on January 1, 2018. As part of the adoption, FirstEnergy elected to apply the new guidance on a modified retrospective basis. FirstEnergy will not record a cumulative adjustment to retained earnings for initially applying the new guidance as no revenue recognition differences were identified in the timing or amount of revenue. In addition, upon adoption, certain immaterial financial statement presentation changes will be implemented. FirstEnergy expects to disaggregate revenue by applying a five-step modeltype of service in accordance with the core principle to depict the transferfuture revenue disclosures.

ASU 2016-01, "Financial Instruments-Overall: Recognition and Measurement of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition,Financial Assets and Financial Liabilities" (issued January 2016): ASU 2016-01 primarily affects the accounting for costs to obtain or fulfill a contract with a customer is specifiedequity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for revenuefinancial instruments. Upon adoption, January 1, 2018, FirstEnergy will recognize all gains and losses for equity securities in income with the exception of those that are accounted for under the equity method of accounting. The NDT’s equity portfolios of JCP&L, ME and PN will not be impacted as unrealized gains and losses will continue to be offset against regulatory assets or liabilities. As a result of adopting the standard, FirstEnergy and FES will record a cumulative effect adjustment to retained earnings of $115 million (pre-tax) on January 1, 2018 representing unrealized gains on equity securities that were previously recorded to AOCI.

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016)and ASU 2018-01,"Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842" (Issued January 2018): ASU 2016-02 will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. In addition, new qualitative and quantitative disclosures of the amounts, timing, and uncertainty of cash flows arising from leases will be required. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2018-01 (same effective date and transition requirements as ASU 2016-02) provides an optional transition practical expedient that, if elected, would not require an entity to reconsider its accounting for existing land easements that are not currently accounted for under the old leases standard. FirstEnergy does not plan to adopt these standards early. Lessors and lessees will be required to apply a modified retrospective transition approach, which requires adjusting the accounting for any leases existing at the beginning of the earliest comparative period presented in the adoption-period financial


106




statements. Any leases that expire before the initial application date will not require any accounting adjustment. FirstEnergy expects an increase in assets and liabilities, however, it is currently assessing the impact on its Consolidated Financial Statements. This assessment includes monitoring utility industry implementation guidance. FirstEnergy is in the process of conducting outreach activities across its business units and analyzing its lease population. In addition, it has begun implementation of a third-party software tool that will assist with the initial adoption and ongoing compliance.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016): ASU 2016-13 removes all recognition are expanded. This standardthresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument’s contractual life. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2016, with no early2018.

ASU 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory" (issued October 2016): ASU 2016-16 eliminates the exception for all intra-entity sales of assets other than inventory, which allows companies to defer the tax effects of intra-entity asset transfers. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the intra-entity transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and shallthe modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. FirstEnergy will not be impacted upon its adoption of this ASU on January 1, 2018.

ASU 2016-18, "Restricted Cash" (issued November 2016): ASU 2016-18 addresses the presentation of changes in restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is required to be applied retrospectively. In its first quarter 2018 Form 10-Q, FirstEnergy will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. In addition, FirstEnergy will disclose the nature of its restricted cash and restricted cash equivalent balances within the footnotes.

ASU 2017-01, "Business Combinations: Clarifying the Definition of a Business" (Issued January 2017): ASU 2017-01 assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The ASU will be applied prospectively to any transactions occurring within the period of adoption. FirstEnergy will not early adopt this standard.

ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (Issued March 2017): ASU 2017-07 requires entities to retrospectively (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. As a result of the retrospective presentation, FirstEnergy will reclassify approximately $62 million of non-service costs, excluding the annual mark-to-market, to Other Income/Expense related to the fiscal year 2017 within the 2018 financial statements. In addition, ASU 2017-07 requires service costs to be capitalized as appropriate and non-service costs to be charged to earnings. FirstEnergy will present non-service costs in the caption “Miscellaneous Income” with the exception of the annual mark-to-market adjustment which will be disclosed separately.

ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (Issued February 2018): ASU 2018-02 allows entities to reclassify from AOCI to retained earnings stranded tax effects resulting from the Tax Act. ASU 2018-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption of the ASU is permitted including adoption in any interim period. ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period presented or as a cumulative-effect adjustment(or periods) in which the effect of the income tax rate change resulting from the Tax Act is recognized. FirstEnergy did not adopt this ASU as of the date of adoption. FirstEnergy is currently evaluating the impact on its financial statements of adopting this standard.December 31, 2017.





98107




FIRSTENERGY SOLUTIONS CORP.

MANAGEMENT’S NARRATIVE
ANALYSIS OF RESULTS OF OPERATIONS

FES is a wholly owned subsidiary of FE. FES provides energy-related products and services to retail and wholesale customers,customers. FES also owns and operates, through its principal subsidiaries, FG and NG, owns or leases, operates and maintains FirstEnergyssubsidiary, fossil and hydroelectric generationgenerating facilities (excluding AE Supply and MP), and owns, through its subsidiary, NG FirstEnergys nuclear generation facilities. FENOC, a wholly owned subsidiary, of FE, operates and maintains the nuclear generating facilities.facilities, which are operated by FENOC. Prior to April 1, 2016, FES purchases the entire output of the generation facilities owned by FG and NG, and may purchasefinancially purchased the uncommitted output of AE Supply, as well asSupply's generation facilities under a PSA. On December 21, 2015, FES agreed, under a PSA, to physically purchase all the output relating to leasehold interests of OEAE Supply's generation facilities effective April 1, 2016. FES and TE in certain of those facilities that are subject to sale and leaseback arrangements, and pursuant to full output, cost-of-service PSAs. On February 12, 2014, FES sold its hydroelectric generation facility and recorded a pre-tax gain of $177 million associated withAE Supply terminated the sale in the first quarter of 2014.PSA effective April 1, 2017.

FESFES' revenues are derived primarily from sales to individual retail customers, sales to customers in the form of governmental aggregation programs, and participation in affiliated and non-affiliated POLR auctions. FESFES' sales are primarily concentrated in Ohio, Pennsylvania, Illinois, Michigan, New Jersey, and Maryland. The demand for electricity produced and sold by FES, along with the price of that electricity, is principally impacted by conditions in competitive power markets, global economic activity as well as economic activity and weather conditions in the Midwest and Mid-Atlantic regions of the United States. In 2014, FES began to reduce its exposure to weather-sensitive loads and eliminate load obligations that do not adequately cover risk premiums. As part of this, FES eliminated future selling efforts in certain sales channels, such as Mass Market, medium commercial-industrial and select large commercial-industrial (Direct), to focus on a selective mix of retail sales channels, wholesale sales that hedge generation more effectively, and maintain a small open position to take advantage of market upside opportunities resulting from volatility similar to that experienced in the first quarter of 2014. Support for current customers in the channels to be exited will remain through their respective contract terms.

FES is exposed to various market and financial risks, including the risk of price fluctuations in the wholesale power markets. Wholesale power prices may be impacted by the prices of other commodities, including coal and natural gas, and energy efficiency and DR programs, as well as regulatory and legislative actions, such as MATS among other factors. FES attempts to mitigate the market risk inherent in its energy position by economically hedging its exposure and continuously monitoring various risk measurement metrics to ensure compliance with its risk management policies.

During January 2014, given higher customer usage associated with extreme weather conditions and unit unavailability, including the Beaver Valley Unit 1 outage, FES was required to purchase higher volumesToday, FES' competitive generation portfolio is comprised of power. These extreme weather events, which included the polar vortex, caused an increase in the demand for electricitymore than 10,000 MWs of generation, primarily from coal, nuclear and natural gas throughoutand oil fuel sources. The assets are expected to generate approximately 40-45 million MWHs annually, with up to an additional five million MWHs available from purchased power agreements for wind, solar, FES' entitlement in OVEC.

On January 10, 2018, a fire damaged the PJM Region. Averagescrubber, stack and other plant property and systems associated with Bruce Mansfield Units 1 and 2. Evaluation of the extent of the damage, which may be significant, to the scrubber, stack and other plant property and systems associated with Units 1 and 2 is underway and is expected to take several weeks. Unit 3, which had been off-line for maintenance, was unaffected by the fire. The affected plant property and systems are insured and management is working with the insurance carriers to complete the assessment. At this time management is unable to estimate the financial effect of the fire on Units 1 and 2.

In November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES. The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, during first quarter 2014 were nearly $68 per MWH,legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or doublesold before the three-year averageend of about $34 per MWH. Furthermore, prices during the 10 highest-price, most volatile daystheir estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the firstfourth quarter whereof 2017 to fully impair the average round-the-clock day-ahead price at AD Hubnuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Although FES has access to a $500 million secured line of credit with FE, all of which was between $100 and $500 per MWH and more specifically on January 7, 2014, when real-time pricing exceeded $1,800 per MWH significantly impacted the results. Increased customer demand that was unhedged and replacement power requirements due to the timing of unplanned outages and derates contributed to purchasing additional volumes at these higher prices. Furthermore, in order to maintain system reliability, PJM incurred higher ancillary service costs, suchavailable as synchronous and operating reserves, throughout these extreme conditions. Approximately $800 million in ancillary service charges for the month of January 2014 were billed31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to all LSEs serving customers throughoutFES. As previously disclosed, FES has $515 million of maturing debt in 2018, (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the PJM Region based on load served, including FES. Certain ofdebt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these costs are consideredobligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a "pass-through" event under existing contracts and were billed to commercial and industrial customers in 2014.going concern.

For additional information with respect to FES, please see the information contained under "Risk Factors," in FirstEnergys ManagementsPart I, Item 1A of this Form 10-K and in "FirstEnergy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations," under the following subheadings, which information is incorporated by reference herein: FirstEnergy's"FirstEnergy's Business, Strategy and Outlook, " "Executive Summary,"


108




"Capital Resources and Liquidity, Guarantees" "Guarantees and Other Assurances, Off-Balance" "Off-Balance Sheet Arrangements, Market" "Market Risk Information, Credit" "Credit Risk," "New Accounting Pronouncements," and Outlook."Outlook."


Results of Operations

Net income decreased $304Operating results increased $3,064 million, in 20142017 as compared to 2013. The Pension2016, primarily due to lower asset impairment and OPEB mark-to-market adjustments increased $378 million year over year primarily reflecting aplant exit costs, as further discussed below in Note 2, "Asset Sales and Impairments," and lower discount rate and a lower mortality rate, which wasdepreciation expense, partially offset by a lower loss on debt redemptionscharge to Income tax expense of $97 million. Excluding these charges, year over year earnings resulted from lower sales volumes reflecting FES’ change in selling efforts and an increase in the costs incurred to serve contract sales due to extreme events that occurred in January 2014. Partially offsetting these items were lower operating expenses due to lower retail-related costs, and higher capacity revenues from higher auction prices. Additionally, operating results were impacted by a $110$1,067 million after-tax gain on the sale of certain hydro facilities in February 2014.



99




Revenues -

Total revenues decreased$29 million in 2014, compared to 2013, primarily due to decreased sales volumes in Direct and Governmental Aggregation sales channels, partially offset by higher volume in the POLR and Structured Sales channels. Revenues were also impacted by higher unit prices as a result of increased channel pricing and ancillary pass-through revenuesthe Tax Act, pre-tax charges of $225 million associated with PJM expenses incurredestimated losses on long-term coal transportation contract disputes, as discussed in January 2014"Outlook - Environmental Matters," above, higher non-cash mark-to-market losses on commodity contract positions, lower capacity revenue, and the impact of lower contract sales.

Revenues

Total revenues decreased $1,300 million in 2017, as well as highercompared to 2016, primarily due to lower capacity revenues, as described above.auction prices, lower contract sales volumes at lower prices, and lower net gains on financially settled contracts.

The decreasechange in total revenues resulted from the following sources:
 For the Years Ended December 31, Increase For the Years Ended December 31  
Revenues by Type of Service 2014 2013 (Decrease) 2017 2016 Decrease
 (In millions) (In millions)
Contract Sales:            
Direct $2,356
 $2,865
 $(509) $735
 $812
 $(77)
Governmental Aggregation 1,184
 1,185
 (1) 396
 814
 (418)
Mass Market 452
 448
 4
 127
 169
 (42)
POLR 893
 763
 130
 504
 583
 (79)
Structured Sales 498
 396
 102
 337
 440
 (103)
Total Contract Sales 5,383
 5,657
 (274) 2,099
 2,818
 (719)
Wholesale 394
 252
 142
 899
 1,350
 (451)
Transmission 198
 121
 77
 35
 70
 (35)
Other 169
 143
 26
 65
 160
 (95)
Total Revenues $6,144
 $6,173
 $(29) $3,098
 $4,398
 $(1,300)

  For the Years Ended December 31, Increase
MWH Sales by Channel 2014 2013 (Decrease)
  (In thousands)  
Contract Sales:      
Direct 43,961
 55,327
 (20.5)%
Governmental Aggregation 19,569
 20,859
 (6.2)%
Mass Market 6,773
 6,761
 0.2 %
POLR 15,559
 14,505
 7.3 %
Structured Sales 12,393
 8,634
 43.5 %
Total Contract Sales 98,255
 106,086
 (7.4)%
Wholesale 14
 
  %
Total MWH Sales 98,269
 106,086
 (7.4)%
  For the Years Ended December 31  
MWH Sales by Channel 2017 2016 Decrease
  (In thousands)  
Contract Sales:      
Direct 15,157
 15,310
 (1.0)%
Governmental Aggregation 7,431
 13,730
 (45.9)%
Mass Market 1,867
 2,431
 (23.2)%
POLR 9,140
 9,969
 (8.3)%
Structured Sales 8,805
 11,004
 (20.0)%
Total Contract Sales 42,400
 52,444
 (19.2)%
Wholesale 13,639
 13,812
 (1.3)%
Total MWH Sales 56,039
 66,256
 (15.4)%




100109




The following tables summarizetable summarizes the price and volume factors contributing to changes in revenues:
 Source of Change in Revenues Source of Change in Revenues
 Increase (Decrease) Decrease
MWH Sales Channel: Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total
 (In millions) (In millions)
Direct $(589) $80
 $
 $
 $(509) $(8) $(69) $
 $
 $(77)
Governmental Aggregation (73) 72
 
 
 (1) (373) (45) 
 
 (418)
Mass Market 1
 3
 
 
 4
 (40) (2) 
 
 (42)
POLR 55
 75
 
 
 130
 (49) (30) 
 
 (79)
Structured Sales 172
 (70) 
 
 102
 (89) (14) 
 
 (103)
Wholesale 
 
 39
 103
 142
 (6) (6) (156) (283) (451)

Lower sales volumes in the Governmental Aggregation channel primarily reflects the termination of an FES customer contract in 2016. The Direct, Governmental Aggregation, and Mass Market customer base was 2.1approximately 900,000 as of December 31, 2017, compared to 1.1 million as of December 31, 2014, compared to 2.7 million as of December 31, 2013, reflecting the FES' efforts to reposition its sales portfolio to more effectively hedge its generation as discussed above. Additionally, although2016. Although unit pricing was higher year over yearlower year-over-year in the Direct, Governmental Aggregation and Mass Market channels, noted above, the increasedecrease was primarily attributable to higherlower capacity expenserates, as discussed below, which is a component of the retail price. The increase associated with capacity was partially offset by lower energy pricing built into the retail product at the time customers were acquired for 2014 sales. Beginning in the fourth quarter of 2011, when there was a significant decline in energy prices, FES’ 2014 retail sales position was approximately 30% committed, whereas its 2013 retail sales position was approximately 60% committed, resulting in a greater proportion of 2014 sales and unit prices being impacted by the decline in the energy prices. Additionally, higher Direct unit prices were impacted by approximately $33 million of ancillary pass through revenues associated with PJM expenses incurred in January 2014.

The increasedecrease in POLR revenuesrevenue of $130$79 million was due to higher rates associated with the capacity expense component of the rate discussed above and higher sales volumes. The increase in Structured Sales revenues of $102 million was due to higher sales volumes, partially offset by lower unit prices primarily due to both lower volumes and lower unit prices. Structured revenue decreased $103 million, primarily due to the impact of lower market conditions related to extreme weather events in January 2014 that reduced the gains on variousprices and lower structured financial sales contracts.transaction volumes.

Wholesale revenues increased $142decreased $451 million, primarily due to a $103 million increasedecrease in capacity revenue from higherlower capacity auction prices and higherlower net gains of $39 million on financially settled contracts, primarily with AE Supply. Increased gains on financially settled contracts with AE Supply resulted from higher market prices associated with extreme weather and market conditions in January 2014. Capacity revenue is expected to increase in 2015 due to the results of the 2015/2016 BRA and decrease in the years shortly thereafter.contracts.

Transmission revenue increased $77decreased $35 million, due to higher congestion revenue associated with market conditions related to extreme weather events in the first quarter of 2014, as discussed above.

Other revenue increased $26 million primarily due to higherlower congestion revenues associated with less volatile market conditions.

Other revenues decreased $95 million, primarily due to lower lease revenues from additional repurchased equity interests in affiliated sale and leasebacks since 2013.the expiration of a nuclear sale-leaseback agreement. FES earnsearned lease revenue associated with the lessor equity interests it has purchased.had purchased in sale-leaseback transactions, one of which expired in June 2017 and another in May 2016.
 
Operating Expenses -

Total operating expenses increased$743decreased $7,631 million in 20142017 as compared to 2013.2016.



101




The following table summarizes the factors contributing to the changes in fuel and purchased power costs in 20142017 compared with 2013:2016:
 Source of Change Source of Change
 Increase (Decrease) Increase (Decrease)
Operating Expense Volumes Prices Loss on Settled Contracts Capacity Expense Total Volumes Prices Loss on Settled Contracts Capacity Expense Total
 (In millions) (In millions)
Fossil Fuel $(21) $23
 $(3) $
 $(1) $(147) $7
 $(58) $
 $(198)
Nuclear Fuel 1
 (9) 
 
 (8) 6
 11
 
 
 17
Affiliated Purchased Power 2
 3
 (220) 
 (215) (134) 23
 (312) 
 (423)
Non-affiliated Purchased Power(1)
 (286) 813
 (404) 315
 438
 (18) 9
 (114) (269) (392)

(1) Realized losses on financially settled wholesale sales contracts of $252Fossil fuel costs decreased $198 million, resulting from higher market prices were netted in purchased power.

Fuel costs decreased$9 million primarily due to a decrease in fossil generation volumes and a decreasethe absence of approximately $58 million in settlement and termination costs related toon coal contracts recognized in 2016, as well as lower generation associated with outages and transportation contracts. Excluding settlement and termination costs, fuel costs decreased $6 million. A decrease ineconomic dispatch of fossil generation volumes,units resulting from an increase in outages in 2014, waslow wholesale spot market energy prices, as discussed above, partially offset by higher unit prices,costs. Nuclear fuel costs increased $17 million, primarily driven by increased peaking generation. The nuclear fuel rate decreased as a result of the suspension of the DOE nuclear disposal fee, which was effective May 16, 2014. Terminations and settlements associated with damages on coal and transportation contracts were approximately $138 million and $141 million in 2014 and 2013, respectively. Excluding the impact of termination and settlement costs, if any, which cannot be estimated,due to higher generation at higher unit prices are expected to decrease in 2015 as a result of lower expected peaking generation and a full-year benefit of the suspended DOE spent nuclear fuel fee.costs.

Affiliated purchased power costs decreased $215$423 million, primarily associated with net gains on financially settled contracts withresulting from the termination of the AE Supply resulting from higher market prices inPSA, effective April 1, 2017, and the first quarterexpiration of 2014.a nuclear sale-leaseback agreement.



110




Non-affiliated purchased power costs increased $438decreased $392 million due to increased priceslower capacity expense ($813 million) and higher capacity expenses ($315269 million), partially offset by lower net losses on financially settled contracts ($404114 million) and lower volumes ($28618 million), partially offset by higher unit costs ($9 million). The increase in unit prices was primarily a result of market conditions related to extreme weather events in January 2014, partially offset by lower losses on financially settled contracts. Lower volumes were primarily due to decreased load requirements. The increasedecrease in capacity expense, which is a component of FES' retail price, was primarily the result of higherlower contract sales and lower capacity rates associated with FES' retail sales obligations. Due to the change in FES' selling efforts, purchased power is expected to decrease in future periods. However, whileobligation. Lower volumes primarily resulted from lower MWHcontract sales, in 2015 will reduce capacity expense, higher capacity prices will result in higher capacity expense in 2015.as discussed above.

Other operating expenses increased$148 $237 million, in 2014,2017 as compared to 20132016, due to the following:

Charges of $225 million associated with estimated losses on long-term coal transportation contract disputes was recognized in 2017, as discussed in the "Outlook - Environmental Matters" above.
FossilNuclear operating costsand maintenance expenses increased $2$14 million, primarily due toas a result of higher professional and contractoremployee benefit costs, partially offset by lower labor and materials and equipmentrefueling outage costs. Fossil operating expenses are expected to decrease primarily as a result of the scheduled deactivation of certain units by April 2015.
Nuclear operatingRetirement benefit costs increased $6 million as a result of higher labor, contractor, materials and equipment costs. There were two refueling outages in each of 2014 and 2013, however, the duration of the outages in 2014 exceeded the prior year. Nuclear operating costs are expected to increase in 2015 as a result of three planned refueling outages.decreased $12 million.
Transmission expenses increased $66decreased $62 million, primarily due to higher operating reserve and market-based ancillary costs associated with market conditions related to extreme weather events in January 2014, of which a portion were passed through to commercial and industrial customers, as discussed above. Additionally, effective June 1, 2013, network expenses associated with POLRlower contract sales in Pennsylvania became the responsibility of suppliers. Transmission expenses are expected to continue to decrease as a result of the change in selling efforts discussed above.volumes.
Other operating expenses increased $74$72 million, primarily due to an increase inhigher non-cash mark-to-market expenseslosses on commodity contract positions, and an impairment of deferred advertising costs associated with the elimination of future selling efforts in the Mass Market and certain Direct sales channels, partially offset by lower retail and marketing related costs. Retail and marketing related costs are expected to continue to decrease asthe absence of a result of the change in selling efforts.termination charge associated with an FES Governmental Aggregation customer contract.

The Pension and OPEB mark-to-market adjustments increased $378adjustment decreased $24 million in 2017. The 2017 adjustment resulted primarily reflectingfrom a lower50 bps decrease in the discount rate and revisions to mortality assumptions extending the expected life in key demographics used to measure relatedbenefit obligations, in 2014.partially offset by higher than expected asset returns.

Depreciation expense increased $13decreased $227 million, primarily due to an increasea lower asset base resulting from asset impairments recognized in depreciable base as a result of capital expenditures, and repurchasing interests in Beaver Valley Unit 2 sale and leasebacks since 2013. Depreciation is expected to increase in future


102




periods as a result of higher capital expenditures for projects such as MATS compliance and the Davis-Besse steam generator replacement completed in mid-2014.2016.
General taxes decreased $10$30 million, primarily due to lower property taxes and reduced gross receipts taxes resulting from reducedassociated with lower retail sales volumesvolumes.
Impairment of assets and reduced Ohio personal property taxes.related charges decreased $6,591 million, primarily due to the absence of impairments recognized in 2016 related to goodwill and the competitive generation assets resulting primarily from the strategic review announced in November 2016, partially offset by the impairments recognized in 2017 related to the nuclear generating assets, as further discussed in Note 2, "Asset Sales and Impairments."

Other Expense -

Total other expense decreased $132$16 million, in 2014,2017 as compared to 2013,2016, primarily due to lower OTTI on NDT investments.

Income Taxes (Benefits)

Absent the impact from the Tax Act, discussed above, FES’ 2017 effective tax rate on pre-tax losses for 2017 and 2016 was 36.8% and 35.4%, respectively. The change in the effective tax rate resulted primarily from the absence of 2016 charges, including $151 million of valuation allowances recorded against state and local deferred tax assets, that management believes, more likely than not, will not be realized, as well as the impairment of $23 million of goodwill, which was non-deductible for tax purposes.

Changes in Cash Position

Cash Flows From Operating Activities

FES' most significant sources of cash are derived from electric service provided by the sales of energy and related products and services. The most significant use of cash from operating activities is to buy electricity in the wholesale market and pay fuel suppliers, employees, tax authorities, lenders, and others for a lower loss on debt redemptionswide range of material and services.

Net cash provided from operating activities was $727 million during 2017, $786 million during 2016 and $1,152 million during 2015. 

2017 compared with 2016

Cash flows from operations decreased $59 million in connection2017 compared with senior notes that were repurchased2016. The year-over-year change in 2013 ($97 million), lower net interest expense of $12 millioncash from operations decreased primarily due to lower receipts resulting from a decrease in capacity revenue and contract sales and timing of working capital.



111




2016 compared with 2015

Cash flows from operations decreased $366 million in 2016 compared with 2015 due to the following:

a $138 million cash contribution to the qualified pension plan;
higher cash collateral postings primarily associated with higher margin requirements by counterparties due to FES' credit downgrading in 2016; partially offset by,
increased capacity revenues.

Cash Flows From Financing Activities

In 2017, cash used for financing activities was $166 million, compared to cash provided from financing activities of $56 million in 2016, and cash used for financing activities of $273 million in 2015. The following table summarizes new debt financing, redemptions, repayments, short-term borrowings and dividends:
  For the Years Ended December 31
Securities Issued or Redeemed / Repaid 2017 2016 2015
  (In millions)
New Issues  
  
  
PCRBs $
 $471
 $341
       
Redemptions / Repayments  
  
  
PCRBs $(158) $(484) $(316)
Senior secured notes (5) (23) (95)
  $(163) $(507) $(411)
       
Short-term borrowings (repayments), net $4
 $101
 $(126)
       
Common stock dividend payments $
 $
 $(70)

On March 1, 2017, FG retired $28 million of PCRBs at maturity.

On June 1, 2017, FG repurchased approximately $130 million of PCRBs, which were subject to a mandatory put on such date. FG is currently holding these PCRBs indefinitely.

Cash Flows From Investing Activities

Cash used for investing activities in 2017 principally represented cash used for property additions and nuclear fuel. The following table summarizes investing activities for 2017, 2016 and 2015:
  For the Years Ended December 31
Cash Used for Investing Activities 2017 2016 2015
  (In millions)
Property additions $275
 $546
 $627
Nuclear fuel 254
 232
 190
Proceeds from asset sales 
 (9) (13)
Investments 62
 56
 68
Other (29) 17
 7
  $562
 $842
 $879

2017 compared with 2016

Cash used for investing activity in 2017 decreased $280 million, compared to 2016, primarily due to lower OTTIproperty additions. Property additions decreased primarily due to lower capital expenditures related to outages and higher investment income of $45the Mansfield dewatering facility, which was substantially completed in 2016.



112




2016 compared with 2015

Cash used for investing activity in 2016 decreased $37 million, compared to 2015, primarily on NDT investments,due to lower property additions, partially offset by lower miscellaneous income of $22 millionan increase in nuclear fuel purchases. Property additions decreased due to a 2013 pre-tax gainthe purchase of $17 million on the sale of propertynon-affiliated leasehold interest in Perry Unit 1 during 2015. The increase in nuclear fuel was due to a regulated affiliate.the scheduled Davis-Besse refueling and maintenance outage in 2016.

Discontinued Operations -

Discontinued operations increased net income $102 million in 2014 compared to 2013 primarily due to a pre-tax gain of approximately $177 million ($110 million after-tax) associated with the sale of certain hydro assets described above.

Income Tax Benefits -

FES’ effective tax rates from continuing operations for the years 2014 and 2013 were 38.8% and 11.5%, respectively. The 2014 effective tax rate (on pre-tax losses) included a benefit resulting from a reduction in state deferred tax liabilities associated with changes in apportionment factors, but was offset by valuation allowances on local NOL carryforwards. In 2015, FES anticipates an effective tax rate of approximately 37% to 38%.

Market Risk Information

FES uses various market risk sensitive instruments, including derivative contracts, primarily to manage the risk of price and interest rate fluctuations. FirstEnergy’s Risk Policy Committee, comprised of members of senior management, provides general oversight for risk management activities throughout the company.

Commodity Price Risk

FES is exposed to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk ManagementPolicy Committee is responsible for promoting the effective design and implementation of sound risk management programs and oversees compliance with corporate risk management policies and established risk management practice. FES uses a variety of derivative instruments for risk management purposes including forward contracts, options, futures contracts and swaps.

Sources of information for the valuation of commodity derivative contracts assets and liabilities as of December 31, 20142017, are summarized by year in the following table:
Source of Information-
Fair Value by Contract Year
 2015 2016 2017 2018 2019 Thereafter Total 2018 2019 2020 2021 2022 Thereafter Total
 (In millions) (In millions)
Prices actively quoted(1)
 $(25) $
 $
 $
 $
 $
 $(25)
Other external sources(2)
 (11) 20
 8
 6
 
 
 23
Other external sources(1)
 $12
 $
 $
 $
 $
 $
 $12
Prices based on models 16
 2
 2
 
 
 
 20
 (2) 
 
 
 
 
 (2)
Total $(20) $22
 $10
 $6
 $
 $
 $18
 $10
 $
 $
 $
 $
 $
 $10

(1)
Represents exchange traded New York Mercantile Exchange futures and options.
(2)
Primarily represents contracts based on broker and ICE quotes.

FES performs sensitivity analyses to estimate its exposure to the market risk of its commodity positions. Based on derivative contracts held as of December 31, 2014, a 10% adverse change2017, an increase in commodity prices of 10% would increasedecrease net income by approximately $1$4 million during the next 12twelve months.


103




Interest Rate Risk
FES’ exposure to fluctuations in market interest rates is reduced since a significant portion of its debt has fixed interest rates. The table below presents principal amounts and related weighted average interest rates by year of maturity for FES��FES’ investment portfolio and debt obligations.
Comparison of Carrying Value to Fair Value
Year of Maturity 2015 2016 2017 2018 2019 There-after Total Fair Value 2018 2019 2020 2021 2022 There-after Total Fair Value
 (In millions) (In millions)
Assets:                                
Investments Other Than Cash and Cash Equivalents:                                
Fixed Income $
 $
 $
 $
 $
 $801
 $801
 $801
 $
 $
 $
 $
 $
 $970
 $970
 $970
Average interest rate % % % % % 4.0% 4.0%   % % % % % 3.9% 3.9%  
                
Liabilities:                                
Long-term Debt:                                
Fixed rate $96
 $25
 $34
 $141
 $90
 $2,619
 $3,005
 $3,149
 $141
 $90
 $177
 $332
 $
 $2,086
 $2,826
 $1,478
Average interest rate 8.2% 8.2% 3.2% 5.6% 3.0% 4.4% 4.6%   5.6% 3.0% 5.7% 6.1% % 4.4% 4.7%  
Variable rate $
 $
 $
 $6
 $
 $86
 $92
 $92
 $
 $9
 $
 $
 $
 $
 $9
 $9
Average interest rate % % % % % 0.10% 0.10%   % 1.1% % % % % 1.1%  



113




Equity Price Risk

NDT funds have been established to satisfy NG’s nuclear decommissioning obligations. Included in FES' NDT are fixed income, equities and short-term investments carried at market values of approximately $801$970 million, $360$810 million and $160$73 million, respectively, as of December 31, 2014,2017, excluding $44$3 million of net receivables, payables and accrued income. A hypothetical 10% decrease in prices quoted by stock exchanges would result in a $36$81 million reduction in fair value as of December 31, 2014.2017. NG recognizes in earnings the unrealized losses on AFS securities held in its NDT as OTTI. A decline in the value of FES' NDT or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2017, FES made no contributions to the NDTs.

Credit Risk

Credit risk is defined as the risk that a counterparty to a transaction will be unable to fulfill its contractual obligations. FES evaluates the credit standing of a prospective counterparty based on the prospective counterparty's financial condition. FES may impose specified collateral requirements and use standardized agreements that facilitate the netting of cash flows. FES monitors the financial conditions of existing counterparties on an ongoing basis. An independent risk management group oversees credit risk.

Wholesale Credit Risk

FES measures wholesale credit risk as the replacement cost for derivatives in power, natural gas, coal and emission allowances, adjusted for amounts owed to, or due from, counterparties for settled transactions. The replacement cost of open positions represents unrealized gains, net of any unrealized losses, where FES has a legally enforceable right of offset. FES monitors and manages the credit risk of wholesale marketing, risk management and energy transacting operations through credit policies and procedures, which include an established credit approval process, daily monitoring of counterparty credit limits, the use of credit mitigation measures such as margin, collateral and the use of master netting agreements. The majority of FES' energy contract counterparties maintain investment-grade credit ratings.

Retail Credit Risk

FES is exposed toFES' principal retail credit risk throughexposure relates to its competitive electricity activities, which serve residential, commercial and industrial companies. Retail credit risk results when customers default on contractual obligations or fail to pay for service rendered. This risk represents the loss that may be incurred due to the nonpayment of customer accounts receivable balances, as well as the loss from the resale of energy previously committed to serve customers.

Retail credit risk is managed through established credit approval policies, monitoring customer exposures and the use of credit mitigation measures such as deposits in the form of LOCs, cash or prepayment arrangements.

Retail credit quality is affected by the economy and the ability of customers to manage through unfavorable economic cycles and other market changes. If the business environment were to be negatively affected by changes in economic or other market conditions, FES' retail credit risk may be adversely impacted.


104




ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by ITEMItem 7A relating to market risk is set forth in ITEM 7. Management'sItem 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."


105114




ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT REPORTSREPORT

Management’s Responsibility for Financial Statements

The consolidated financial statements of FirstEnergy Corp. (Company) were prepared by management, who takes responsibility for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States and are consistent with other financial information appearing elsewhere in this report. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has expressed an unqualified opinion on the Company’s 20142017 consolidated financial statements as stated in their audit report included herein. As discussed in Note 1 to the consolidated financial statements, FirstEnergy Corp. is engaged in a strategic review of its competitive operations and its wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity.

The Company’s internal auditors, who are responsible to the Audit Committee of the Company’s Board of Directors, review the results and performance of operating units within the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

The Company’s Audit Committee consists of five independent directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent auditors and the internal auditors; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Committee is directly responsible for appointing the Company’s independent registered public accounting firm and is charged with reviewing and approving all services performed for the Company by the independent registered public accounting firm and for reviewing and approving the related fees. The Committee reviews the independent registered public accounting firm’s report on internal quality control and reviews all relationships between the independent registered public accounting firm and the Company, in order to assess the independent registered public accounting firm’s independence. The Committee also reviews management’s programs to monitor compliance with the Company’s policies on business ethics and risk management. The Committee establishes procedures to receive and respond to complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and allows for the confidential, anonymous submission of concerns by employees. The Audit Committee held nineeight meetings in 2014.2017.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework published in 2013, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting under the supervision of the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014. The effectiveness of the Company’s internal control over financial reporting, as of December 31, 2014, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.


106115




MANAGEMENT REPORTSREPORT

Management’s Responsibility for Financial Statements

The consolidated financial statements of FirstEnergy Solutions Corp. (Company) were prepared by management, who takes responsibility for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States and are consistent with other financial information appearing elsewhere in this report. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has expressed an unqualified opinion with explanatory going concern paragraph on the Company’s 20142017 consolidated financial statements as stated in their audit report included herein.

The accompanying consolidated financial statements have been prepared assuming that FirstEnergy Solutions Corp. will continue as a going concern. As discussed in Note 1 to the financial statements, FirstEnergy Solutions Corp.’s current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

FirstEnergy Corp.’s internal auditors, who are responsible to the Audit Committee of FirstEnergy’sFirstEnergy Corp.'s Board of Directors, review the results and performance of the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

FirstEnergy’s Audit Committee consists of five independent directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent auditors and the internal auditors; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Committee is directly responsible for appointing the Company’s independent registered public accounting firm and is charged with reviewing and approving all services performed for the Company by the independent registered public accounting firm and for reviewing and approving the related fees. The Committee reviews the independent registered public accounting firm’s report on internal quality control and reviews all relationships between the independent registered public accounting firm and the Company, in order to assess the independent registered public accounting firm’s independence. The Committee also reviews management’s programs to monitor compliance with the Company’s policies on business ethics and risk management. The Committee establishes procedures to receive and respond to complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and allows for the confidential, anonymous submission of concerns by employees. The Audit Committee held nineeight meetings in 2014.2017.

Management’s



116




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of FirstEnergy Corp.

Opinions on the Financial Statements and Internal Control Overover Financial Reporting

Management is responsibleWe have audited the accompanying consolidated balance sheets of FirstEnergy Corp. and its subsidiaries as of December 31, 2017 and December 31, 2016, and the related consolidated statements of income (loss), comprehensive income (loss), common stockholders’ equity, and of cash flows for establishingeach of the three years in the period ended December 31, 2017, including the related notes and maintaining adequatefinancial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as definedof December 31, 2017, based on criteria established in Rule 13a-15(f) of the Securities Exchange Act of 1934. Using the criteria set forthInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework published in 2013, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting under the supervision of the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014(COSO).


107




Report of Independent Registered Public Accounting Firm
Tothe Stockholders and Board of Directors of FirstEnergy Corp.:

In our opinion, the accompanying consolidated balance sheets and the related consolidatedfinancial statements of income, comprehensive income, common stockholders’ equity, and cash flows,referred to above present fairly, in all material respects, the financial position of FirstEnergy Corp. and its subsidiaries atthe Company as of December 31, 20142017 and 2013,December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142017 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2017, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’sManagement's Report on Internal Control Overover Financial Reporting.Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, FirstEnergy Corp.'s wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that:that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



117




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio
PricewaterhouseCoopers LLPFebruary 20, 2018

Cleveland, OhioWe have served as the Company’s auditor since 2002.
February 17, 2015



108118




Report of Independent Registered Public Accounting Firm

Tothe Stockholder and Board of
Directors of FirstEnergy Solutions Corp.:

In our opinion,Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FirstEnergy Solutions Corp. and its subsidiaries as of December 31, 2017 and December 31, 2016 and the related consolidated statements of income (loss) and of comprehensive income (loss), of common stockholder'sstockholder’s equity (deficit), and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of FirstEnergy Solutions Corp. and its subsidiaries atthe Company as of December 31, 20142017 and 2013,December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20142017 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion,

Substantial Doubt About the financial statement schedule listed in the index appearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the relatedCompany’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements. Thesestatements have been prepared assuming that FirstEnergy Solutions Corp. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, FirstEnergy Solutions Corp.’s current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statement schedulestatements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these the Company’s consolidatedfinancial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidatedfinancial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Anmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit includesof its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Cleveland, Ohio
February 17, 201520, 2018

We have served as the Company's auditor since 2007.



109119




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)

For the Years Ended December 31,
For the Years Ended December 31
(In millions) 2014 2013 2012 2017 2016 2015
            
REVENUES:            
Electric utilities $9,871
 $9,451
 $9,782
Regulated Distribution $9,734
 $9,629
 $9,625
Regulated Transmission 1,325
 1,144
 1,003
Unregulated businesses 5,178
 5,441
 5,473
 2,958
 3,789
 4,398
Total revenues* 15,049
 14,892
 15,255
 14,017
 14,562
 15,026
            
OPERATING EXPENSES:            
Fuel 2,280
 2,496
 2,471
 1,383
 1,666
 1,855
Purchased power 4,716
 3,963
 4,246
 3,194
 3,843
 4,423
Other operating expenses 3,962
 3,593
 3,760
 4,232
 3,851
 3,740
Pension and OPEB mark-to-market adjustment 835
 (256) 609
 141
 147
 242
Provision for depreciation 1,220
 1,202
 1,119
 1,138
 1,313
 1,282
Amortization (deferral) of regulatory assets, net 12
 539
 (68)
Amortization of regulatory assets, net 308
 297
 172
General taxes 962
 978
 984
 1,043
 1,042
 978
Impairment of long-lived assets 
 795
 
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Total operating expenses 13,987
 13,310
 13,121
 13,845
 22,824
 12,734
            
OPERATING INCOME 1,062
 1,582
 2,134
OPERATING INCOME (LOSS) 172
 (8,262) 2,292
            
OTHER INCOME (EXPENSE):            
Loss on debt redemptions (8) (132) 
Investment income 72
 33
 77
Investment income (loss) 98
 84
 (22)
Impairment of equity method investment (Note 1) 
 
 (362)
Interest expense (1,073) (1,016) (1,001) (1,178) (1,157) (1,132)
Capitalized financing costs 118
 103
 90
 79
 103
 117
Total other expense (891) (1,012) (834) (1,001) (970) (1,399)
            
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 171
 570
 1,300
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (829) (9,232) 893
            
INCOME TAXES (BENEFITS) (42) 195
 545
 895
 (3,055) 315
            
INCOME FROM CONTINUING OPERATIONS 213
 375
 755
NET INCOME (LOSS) $(1,724) $(6,177) $578
            
Discontinued operations (net of income taxes of $69, $9 and $8, respectively) (Note 19) 86

17

16
      
NET INCOME 299
 392
 771
      
Income attributable to noncontrolling interest 
 
 1
      
EARNINGS AVAILABLE TO FIRSTENERGY CORP. $299
 $392
 $770
      
EARNINGS PER SHARE OF COMMON STOCK:      
Basic - Continuing Operations $0.51
 $0.90
 $1.81
Basic - Discontinued Operations (Note 19) 0.20
 0.04
 0.04
Basic - Earnings Available to FirstEnergy Corp. $0.71
 $0.94
 $1.85
      
Diluted - Continuing Operations $0.51
 $0.90
 $1.80
Diluted - Discontinued Operations (Note 19) 0.20
 0.04
 0.04
Diluted - Earnings Available to FirstEnergy Corp. $0.71
 $0.94
 $1.84
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:      
Basic $(3.88) $(14.49) $1.37
Diluted $(3.88) $(14.49) $1.37
            
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:            
Basic 420
 418
 418
 444
 426
 422
Diluted 421
 419
 419
 444
 426
 424
            
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $1.44
 $1.65
 $2.20
 $1.44
 $1.44
 $1.44

*
Includes excise tax collections of $420$390 million, $458$406 million and $484$416 million in 2014,2017, 20132016 and 2012,2015, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


110120




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31,
(In millions) 2014 2013 2012
       
NET INCOME $299
 $392
 $771
       
OTHER COMPREHENSIVE INCOME (LOSS):      
Pension and OPEB prior service costs (76) (160) (115)
Amortized gains (losses) on derivative hedges (2) 3
 1
Change in unrealized gain on available-for-sale securities 26
 (10) (6)
Other comprehensive loss (52) (167) (120)
Income tax benefits on other comprehensive loss (14) (66) (79)
Other comprehensive loss, net of tax (38) (101) (41)
       
COMPREHENSIVE INCOME 261
 291
 730
       
Comprehensive income attributable to noncontrolling interest 
 
 1
       
COMPREHENSIVE INCOME AVAILABLE TO FIRSTENERGY CORP. $261
 $291
 $729
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
NET INCOME (LOSS) $(1,724) $(6,177) $578
       
OTHER COMPREHENSIVE INCOME (LOSS):      
Pension and OPEB prior service costs (85) (59) (116)
Amortized losses on derivative hedges 10
 8
 5
Change in unrealized gain on available-for-sale securities 22
 55
 (11)
Other comprehensive income (loss) (53) 4
 (122)
Income taxes (benefits) on other comprehensive income (loss) (21) 1
 (47)
Other comprehensive income (loss), net of tax (32) 3
 (75)
       
COMPREHENSIVE INCOME (LOSS) $(1,756) $(6,174) $503

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.



111121




FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2014
 December 31,
2013
 December 31,
2017
 December 31,
2016
ASSETS  
  
  
  
CURRENT ASSETS:  
  
  
  
Cash and cash equivalents $85
 $218
 $589
 $199
Receivables-  
  
  
  
Customers, net of allowance for uncollectible accounts of $59 in 2014 and $52 in 2013 1,554
 1,720
Other, net of allowance for uncollectible accounts of $5 in 2014 and $3 in 2013 225
 198
Customers, net of allowance for uncollectible accounts of $51 in 2017 and $53 in 2016 1,463
 1,440
Other, net of allowance for uncollectible accounts of $1 in 2017 and 2016 191
 175
Materials and supplies, at average cost 817
 752
 463
 564
Prepaid taxes 128
 226
Derivatives 159
 166
 37
 140
Accumulated deferred income taxes 518
 366
Collateral 230
 155
 146
 176
Other 160
 212
Prepaid taxes and other 219
 256
 3,876
 4,013
 3,108
 2,950
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
In service 47,484
 44,228
 39,778
 43,767
Less — Accumulated provision for depreciation 14,150
 13,280
 11,925
 15,731
 33,334
 30,948
 27,853
 28,036
Construction work in progress 2,449
 2,304
 1,026
 1,351
 35,783
 33,252
 28,879
 29,387
INVESTMENTS:  
  
  
  
Nuclear plant decommissioning trusts 2,341
 2,201
 2,678
 2,514
Other 881
 903
 506
 512
 3,222
 3,104
 3,184
 3,026
        
ASSETS HELD FOR SALE (Note 19) 
 235
ASSETS HELD FOR SALE (Note 2) 375
 
        
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
Goodwill 6,418
 6,418
 5,618
 5,618
Regulatory assets 1,411
 1,854
 40
 1,014
Other 1,456
 1,548
 1,053
 1,153
 9,285
 9,820
 6,711
 7,785
 $52,166
 $50,424
 $42,257
 $43,148
LIABILITIES AND CAPITALIZATION  
  
  
  
CURRENT LIABILITIES:  
  
  
  
Currently payable long-term debt $804
 $1,415
 $1,082
 $1,685
Short-term borrowings 1,799
 3,404
 300
 2,675
Accounts payable 1,279
 1,250
 1,027
 1,043
Accrued taxes 490
 485
 571
 580
Accrued compensation and benefits 329
 351
 336
 363
Derivatives 167
 111
Collateral 39
 42
Other 693
 621
 722
 738
 5,561
 7,637
 4,077
 7,126
CAPITALIZATION:  
  
  
  
Common stockholders’ equity-  
  
  
  
Common stock, $0.10 par value, authorized 490,000,000 shares - 421,102,570 and 418,628,559 shares outstanding as of December 31, 2014 and December 31, 2013, respectively 42
 42
Common stock, $0.10 par value, authorized 700,000,000 and 490,000,000 shares - 445,334,111 and 442,344,218 shares outstanding as of December 31, 2017 and December 31, 2016, respectively 44
 44
Other paid-in capital 9,847
 9,776
 10,001
 10,555
Accumulated other comprehensive income 246
 284
 142
 174
Retained earnings 2,285
 2,590
Total common stockholders’ equity 12,420
 12,692
Noncontrolling interest 2
 3
Total equity 12,422
 12,695
Accumulated deficit (6,262) (4,532)
Total common stockholders' equity 3,925
 6,241
Long-term debt and other long-term obligations 19,176
 15,831
 21,115
 18,192
 31,598
 28,526
 25,040
 24,433
NONCURRENT LIABILITIES:  
  
  
  
Accumulated deferred income taxes 7,057
 6,968
 1,359
 3,765
Retirement benefits 3,932
 2,689
 3,975
 3,719
Regulatory liabilities 2,720
 157
Asset retirement obligations 1,387
 1,678
 2,515
 1,482
Deferred gain on sale and leaseback transaction 824
 858
 723
 757
Adverse power contract liability 217
 290
 130
 162
Other 1,590
 1,778
 1,718
 1,547
 15,007
 14,261
 13,140
 11,589
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15) 

 

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

 $52,166
 $50,424
 $42,257
 $43,148

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


112122




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

  Common Stock Other Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings
(In millions, except share amounts) Number of Shares Par Value   
Balance, January 1, 2012 418,216,437
 $42
 $9,765
 $426
 $3,047
Earnings available to FirstEnergy Corp.         770
Amortized losses on derivative hedges, net of $1 million of income tax benefits       2
  
Change in unrealized gain on investments, net of $2 million of income tax benefits       (4)  
Pension and OPEB, net of $76 million of income tax benefits (Note 3)       (39)  
Stock-based compensation     4
    
Cash dividends declared on common stock 
 
 

   (920)
Equity method adjustment (Note 9)         (9)
Balance, December 31, 2012 418,216,437
 42
 9,769
 385
 2,888
Earnings available to FirstEnergy Corp.         392
Amortized losses on derivative hedges, net of $1 million of income taxes       2
  
Change in unrealized gain on investments, net of $4 million of income tax benefits       (6)  
Pension and OPEB, net of $63 million of income tax benefits (Note 3)       (97)  
Stock-based compensation     (4)    
Cash dividends declared on common stock         (690)
Stock issuance - employee benefits 412,122




11






Balance, December 31, 2013 418,628,559
 42
 9,776
 284
 2,590
Earnings available to FirstEnergy Corp.         299
Amortized gains on derivative hedges, net of $1 million of income tax benefits       (1)  
Change in unrealized gain on investments, net of $10 million of income taxes       16
  
Pension and OPEB, net of $23 million of income tax benefits (Note 3)       (53)  
Stock-based compensation     20
    
Cash dividends declared on common stock         (604)
Stock issuance - employee benefits 2,474,011
   51
   

Balance, December 31, 2014 421,102,570
 $42
 $9,847
 $246
 $2,285
  Common Stock Other Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)
(In millions, except share amounts) Number of Shares Par Value   
Balance, January 1, 2015 421,102,570
 $42
 $9,847
 $246
 $2,285
Net income         578
Amortized gains on derivative hedges, net of $1 million of income taxes       4
  
Change in unrealized gain on investments, net of $4 million of income tax benefits       (7)  
Pensions and OPEB, net of $44 million of income tax benefits (Note 4)       (72)  
Stock-based compensation     45
    
Cash dividends declared on common stock 
 
 

   (607)
Stock Investment Plan and certain share-based benefit plans 2,457,827
   60
    
Balance, December 31, 2015 423,560,397
 42
 9,952
 171
 2,256
Net loss         (6,177)
Amortized gains on derivative hedges, net of $3 million of income taxes       5
  
Change in unrealized gain on investments, net of $21 million of income taxes       34
  
Pensions and OPEB, net of $23 million of income tax benefits (Note 4)       (36)  
Stock-based compensation     49
    
Cash dividends declared on common stock         (611)
Stock Investment Plan and certain share-based benefit plans 2,685,946
 

 56
 

 

Stock issuance (Note 12) 16,097,875
 2
 498
    
Balance, December 31, 2016 442,344,218
 44
 10,555
 174
 (4,532)
Net loss         (1,724)
Amortized gains on derivative hedges, net of $4 million of income taxes       6
  
Change in unrealized gain on investments, net of $7 million of income taxes       15
  
Pensions and OPEB, net of $32 million of income tax benefits (Note 4)       (53)  
Stock-based compensation     36
    
Cash dividends declared on common stock     (639)    
Stock Investment Plan and certain share-based benefit plans 2,989,893
   56
    
Reclass to liability awards (Note 5)
     (7)    
Share-based compensation accounting change (Note 1)
         (6)
Balance, December 31, 2017 445,334,111
 $44
 $10,001
 $142
 $(6,262)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.



113123




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31, For the Years Ended December 31
(In millions) 2014 2013 2012 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net Income $299
 $392
 $771
Adjustments to reconcile net income to net cash from operating activities-      
Provision for depreciation 1,220
 1,202
 1,119
Net Income (loss) $(1,724) $(6,177) $578
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 1,700
 1,974
 1,826
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Investment impairments, including equity method investments 13
 21
 464
Pension and OPEB mark-to-market adjustment 141
 147
 242
Deferred income taxes and investment tax credits, net 839
 (3,063) 284
Deferred costs on sale leaseback transaction, net 49
 49
 48
Asset removal costs charged to income 28
 20
 203
 22
 54
 55
Amortization (deferral) of regulatory assets, net 12
 539
 (68)
Nuclear fuel amortization 220
 209
 210
Amortization of deferred costs on sale leaseback transaction, net 48
 48
 48
Amortization of customer intangibles & deferred advertising costs 60
 18
 18
Deferred purchased power and other costs (115) (76) (238)
Deferred income taxes and investment tax credits, net 162
 243
 647
Impairments of long-lived assets 
 795
 
Investment impairments 37
 90
 27
Pension and OPEB mark-to-market adjustment 835
 (256) 609
Retirement benefits (53) (168) (127)
Gain on asset sales 
 (21) (17)
Commodity derivative transactions, net (Note 10) 64
 (3) (102)
Retirement benefits, net of payments 29
 64
 (20)
Unrealized (gain) loss on derivative transactions (Note 11) 81
 9
 (73)
Pension trust contributions 
 
 (600) 
 (382) (143)
Gain on sale of investment securities held in trusts (64) (56) (71) (63) (50) (23)
Loss on debt redemptions 8
 132
 
Make-whole premiums paid on debt redemptions 
 (187) 
Lease payments on sale and leaseback transaction (137) (136) (186) (73) (120) (131)
Income from discontinued operations (Note 19) (86) (17) (16)
Changes in current assets and liabilities-            
Receivables 139
 (114) (13) (39) (11) 184
Materials and supplies (65) 96
 (50) (6) 41
 (15)
Prepayments and other current assets 126
 (126) (12)
Prepaid taxes and other 30
 27
 (10)
Accounts payable 42
 (25) 100
 72
 (37) (243)
Accrued taxes (165) 85
 (2) (9) 61
 29
Accrued interest 31
 (10) (12)
Accrued compensation and benefits (22) 19
 (55) (27) 29
 5
Other current liabilities 20
 56
 69
Cash collateral, net (54) (36) 12
 27
 (116) 140
Other 143
 5
 125
 320
 142
 152
Net cash provided from operating activities 2,713
 2,662
 2,320
 3,808
 3,383
 3,460
            
CASH FLOWS FROM FINANCING ACTIVITIES:            
New Financing-            
Long-term debt 4,528
 3,745
 750
 4,675
 1,976
 1,311
Short-term borrowings, net 
 1,435
 1,969
 
 975
 
Redemptions and Repayments-            
Long-term debt (1,759) (3,600) (940) (2,291) (2,331) (879)
Short-term borrowings, net (1,605) 
 
 (2,375) 
 (91)
Tender premiums paid on debt redemptions 
 (110) 
Common stock dividend payments (604) (920) (920) (639) (611) (607)
Other (47) (73) (52) (72) (43) (26)
Net cash provided from financing activities 513
 477
 807
Net cash used for financing activities (702) (34) (292)
            
CASH FLOWS FROM INVESTING ACTIVITIES:            
Property additions (3,312) (2,638) (2,678) (2,587) (2,835) (2,704)
Nuclear fuel (233) (250) (286) (254) (232) (190)
Proceeds from asset sales 394
 4
 17
 388
 15
 20
Sales of investment securities held in trusts 2,133
 2,047
 2,980
 2,170
 1,678
 1,534
Purchases of investment securities held in trusts (2,236) (2,096) (3,020) (2,268) (1,789) (1,648)
Cash investments 35
 (23) 102
Asset removal costs (153) (146) (229) (172) (145) (142)
Other 13
 9
 (43) 7
 27
 8
Net cash used for investing activities (3,359) (3,093) (3,157) (2,716) (3,281) (3,122)
            
Net change in cash and cash equivalents (133) 46
 (30) 390
 68
 46
Cash and cash equivalents at beginning of period 218
 172
 202
 199
 131
 85
Cash and cash equivalents at end of period $85
 $218
 $172
 $589
 $199
 $131
            
SUPPLEMENTAL CASH FLOW INFORMATION:            
Non-cash transaction: stock contribution to pension plan $
 $500
 $
Cash paid (received) during the year -     

      
Interest (net of amounts capitalized) $931
 $969
 $962
 $1,039
 $1,050
 $1,028
Income taxes (received), net of refunds $(103) $36
 $(6)
Income taxes, net of refunds $53
 $(16) $37
    
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


114124




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
 For the Years Ended December 31, For the Years Ended December 31
(In millions) 2014 2013 2012 2017 2016 2015
            
STATEMENTS OF INCOME (LOSS)    
      
  
REVENUES:    
      
  
Electric sales to non-affiliates $5,114
 $5,378
 $5,253
 $2,667
 $3,779
 $4,151
Electric sales to affiliates 861
 652
 515
 366
 459
 666
Other 169
 143
 126
 65
 160
 188
Total revenues* 6,144
 6,173
 5,894
 3,098
 4,398
 5,005
            
OPERATING EXPENSES:  
  
  
  
  
  
Fuel 1,253
 1,262
 1,287
 599
 780
 871
Purchased power from affiliates 271
 486
 451
 201
 624
 353
Purchased power from non-affiliates 2,771
 2,333
 1,887
 628
 1,020
 1,684
Other operating expenses 1,635
 1,487
 1,356
 1,514
 1,277
 1,308
Pension and OPEB mark-to-market adjustment 297
 (81) 166
 24
 48
 57
Provision for depreciation 319
 306
 272
 109
 336
 324
General taxes 128
 138
 136
 58
 88
 98
Impairment of assets and related charges (Note 2) 2,031
 8,622
 33
Total operating expenses 6,674
 5,931
 5,555
 5,164
 12,795
 4,728
            
OPERATING INCOME (LOSS) (530) 242
 339
 (2,066) (8,397) 277
            
OTHER INCOME (EXPENSE):  
  
  
  
  
  
Loss on debt redemptions (6) (103) 
Investment income 61
 16
 66
Investment income (loss) 94
 67
 (14)
Miscellaneous income 6
 28
 35
 7
 7
 3
Interest expense — affiliates (7) (10) (10) (19) (7) (7)
Interest expense — other (146) (160) (191) (138) (147) (147)
Capitalized interest 34
 39
 37
 26
 34
 35
Total other expense (58) (190) (63) (30) (46) (130)
            
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (588) 52
 276
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (2,096) (8,443) 147
            
INCOME TAXES (BENEFITS) (228) 6
 103
 295
 (2,988) 65
      
INCOME (LOSS) FROM CONTINUING OPERATIONS $(360) $46
 $173
      
Discontinued operations (net of income taxes of $70, $8 and $8, respectively) (Note 19) 116
 14
 14
            
NET INCOME (LOSS) $(244) $60
 $187
 $(2,391) $(5,455) $82
            
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)            
            
NET INCOME (LOSS) $(244) $60
 $187
 $(2,391) $(5,455) $82
            
OTHER COMPREHENSIVE INCOME (LOSS):  
  
  
  
  
  
Pension and OPEB prior service costs (6) (15) 6
 (14) (14) (6)
Amortized gains on derivative hedges (10) (6) (9) 2
 
 (3)
Change in unrealized gain on available-for-sale securities 21
 (8) (5) 30
 52
 (9)
Other comprehensive income (loss) 5
 (29) (8) 18
 38
 (18)
Income taxes (benefits) on other comprehensive income (loss) 2
 (11) (4) 6
 15
 (7)
Other comprehensive income (loss), net of tax 3
 (18) (4) 12
 23
 (11)
            
COMPREHENSIVE INCOME (LOSS) $(241) $42
 $183
 $(2,379) $(5,432) $71

*
Includes excise tax collections of $69$20 million, $78$28 million and $77$44 million in 2014,2017, 20132016 and 2012,2015, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


115125




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2014
 December 31,
2013
 December 31,
2017
 December 31,
2016
ASSETS  
  
  
  
CURRENT ASSETS:  
  
  
  
Cash and cash equivalents $2

$2
 $1

$2
Receivables-  
  
  
  
Customers, net of allowance for uncollectible accounts of $18 in 2014 and $11 in 2013 415

539
Customers, net of allowance for uncollectible accounts of $2 in 2017 and $5 in 2016 181

213
Affiliated companies 525

1,036
 224

452
Other, net of allowance for uncollectible accounts of $3 in 2014 and 2013 107

81
Other 21

27
Notes receivable from affiliated companies 

29
Materials and supplies 492

448
 183

267
Derivatives 147

165
 34

137
Collateral 229
 136
 130
 157
Prepayments and other 95

109
Prepaid taxes and other 22

63
 2,012

2,516
 796

1,347
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
In service 13,596

12,472
 2,495

7,057
Less — Accumulated provision for depreciation 5,208

4,755
 1,823

5,929
 8,388

7,717
 672

1,128
Construction work in progress 1,010

1,308
 22

427
 9,398

9,025
 694

1,555
INVESTMENTS:  
  
  
  
Nuclear plant decommissioning trusts 1,365

1,276
 1,856

1,552
Other 10

11
 9

10
 1,375

1,287
 1,865

1,562
        
ASSETS HELD FOR SALE (Note 19) 
 122
    
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
Customer intangibles 78

95
Goodwill 23

23
Accumulated deferred income taxes 1,754
 2,279
Property taxes 41

41
 25

40
Unamortized sale and leaseback costs 217

168
Derivatives 52

53
 

77
Other 114

172
 380

381
 525

552
 2,159

2,777
 $13,310

$13,502
 $5,514

$7,241
LIABILITIES AND CAPITALIZATION  
  
  
  
CURRENT LIABILITIES:  
  
  
  
Currently payable long-term debt $506

$892
 $524

$179
Short-term borrowings-    
Affiliated companies 35
 431
Other 99
 4
Short-term borrowings - affiliated companies 105
 101
Accounts payable-  
  
  
  
Affiliated companies 416

765
 255

550
Other 248

290
 105

110
Accrued taxes 102

66
 72

143
Derivatives 166

110
 24

77
Other 184

197
 169

156
 1,756

2,755
 1,254

1,316
CAPITALIZATION:  
  
  
  
Common stockholder's equity-  
  
Common stock, without par value, authorized 750 shares- 7 shares outstanding as of December 31, 2014 and 2013 3,594
 3,080
Common stockholder's equity (deficit) -  
  
Common stock, without par value, authorized 750 shares - 7 shares outstanding as of
December 31, 2017 and 2016
 3,749
 3,658
Accumulated other comprehensive income 57
 54
 81
 69
Retained earnings 1,934
 2,178
Total common stockholder's equity 5,585

5,312
Accumulated deficit (5,900) (3,509)
Total common stockholder's equity (deficit) (2,070)
218
Long-term debt and other long-term obligations 2,608

2,130
 2,299

2,813
 8,193

7,442
 229

3,031
NONCURRENT LIABILITIES:  
  
  
  
Deferred gain on sale and leaseback transaction 824

858
 723

757
Accumulated deferred income taxes 511

741
Retirement benefits 324

185
 153

197
Asset retirement obligations 841

1,015
 1,945

901
Derivatives 14
 14
Other 847

492
 1,210

1,039
 3,361

3,305
 4,031

2,894
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15) 

 

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

 $13,310

$13,502
 $5,514

$7,241

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


116126




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY (DEFICIT)
  Common Stock Accumulated Other Comprehensive Income Retained Earnings
(In millions, except share amounts) Number of Shares Carrying Value  
Balance, January 1, 2012 7
 $1,570
 $76
 $1,931
Net income       187
Amortized loss on derivative hedges, net of $3 of income tax benefits     (6)  
Change in unrealized gain on investments, net of $2 of income tax benefits     (3)  
Pension and OPEB, net of $1 of income taxes (Note 3)     5
  
Stock-based compensation   2
    
Consolidated tax benefit allocation   1
    
Balance, December 31, 2012 7
 1,573
 72
 2,118
Net income       60
Amortized loss on derivative hedges, net of $2 of income tax benefits     (4)  
Change in unrealized gain on investments, net of $3 of income tax benefits     (5)  
Pension and OPEB, net of $6 of income tax benefits (Note 3)     (9)  
Equity contribution from parent   1,500
    
Stock-based compensation   1
    
Consolidated tax benefit allocation   6
    
Balance, December 31, 2013 7
 3,080
 54
 2,178
Net loss       (244)
Amortized loss on derivative hedges, net of $4 of income tax benefits     (6)  
Change in unrealized gain on investments, net of $8 of income taxes     13
  
Pension and OPEB, net of $2 of income tax benefits (Note 3)     (4)  
Equity contribution from parent   500
    
Stock-based compensation   7
    
Consolidated tax benefit allocation   7
    
Balance, December 31, 2014 7
 $3,594
 $57
 $1,934
  Common Stock Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)
(In millions, except share amounts) Number of Shares Carrying Value  
Balance, January 1, 2015 7
 $3,594
 $57
 $1,934
Net income       82
Amortized loss on derivative hedges, net of $1 million of income tax benefits     (2)  
Change in unrealized gain on investments, net of $4 million of income tax benefits     (5)  
Pension and OPEB, net of $2 million of income tax benefits (Note 4)     (4)  
Stock-based compensation   10
    
Consolidated tax benefit allocation   9
    
Cash dividends declared on common stock       (70)
Balance, December 31, 2015 7
 3,613
 46
 1,946
Net loss       (5,455)
Change in unrealized gain on investments, net of $20 million of income taxes     32
  
Pension and OPEB, net of $5 of income tax benefits
(Note 4)
     (9)  
Inter-company asset transfer (Note 14)   28
    
Stock-based compensation   9
    
Consolidated tax benefit allocation   8
    
Balance, December 31, 2016 7
 3,658
 69
 (3,509)
Net loss       (2,391)
Amortized gain on derivative hedges, net of $1 million of income taxes     1
  
Change in unrealized gain on investments, net of $10 of income taxes     20
  
Pension and OPEB, net of $5 of income tax benefits
(Note 4)
     (9)  
Inter-company asset transfer (Note 14)   73
    
Stock-based compensation   3
    
Consolidated tax benefit allocation   18
    
Reclass to liability awards (Note 5)   (3)    
Balance, December 31, 2017 7
 $3,749
 $81
 $(5,900)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.




117127




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended December 31, For the Years Ended December 31
(In millions) 2014 2013 2012 2017 2016 2015
            
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net Income (loss) $(244) $60
 $187
 $(2,391) $(5,455) $82
Adjustments to reconcile net income to net cash from operating activities-      
Provision for depreciation 319
 306
 272
Nuclear fuel amortization 220
 209
 210
Amortization of deferred costs on sale and leaseback transaction, net 48
 48
 48
Amortization of customer intangibles & deferred advertising costs 60
 18
 18
Deferred income taxes and investment tax credits, net 7
 309
 214
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Depreciation and amortization, including nuclear fuel, intangible assets and deferred debt-related costs 333
 633
 579
Investment impairments 33
 79
 14
 13
 19
 90
Pension and OPEB mark-to-market adjustment 297
 (81) 166
 24
 48
 57
Deferred income taxes and investment tax credits, net 455
 (2,920) 119
Deferred costs on sale and leaseback transaction, net 49
 49
 48
Impairment of assets and related charges (Note 2) 2,031
 8,622
 33
Pension trust contribution 
 
 (209) 
 (138) 
Gain on investment securities held in trusts (61) (49) (65) (62) (48) (24)
Gain on asset sales 
 (20) (17)
Commodity derivative transactions, net (Note 10) 65
 5
 (74)
Loss on debt redemptions 6
 103
 
Make-whole premiums paid on debt redemptions 
 (31) 
Unrealized (gain) loss on derivative transactions (Note 11) 78
 9
 (74)
Lease payments on sale and leaseback transaction (131) (131) (182) (73) (120) (131)
Income from discontinued operations (Note 19) (116) (14) (14)
Change in current assets and liabilities-            
Receivables 674
 (393) 135
 282
 89
 277
Materials and supplies (44) 57
 (13) (24) 26
 (25)
Prepayments and other current assets 14
 (39) (18)
Prepaid taxes and other 43
 (8) 14
Accounts payable (477) (145) 240
 (167) (30) (76)
Accrued taxes (50) (207) (64) (71) 76
 (26)
Accrued compensation and benefits (11) 2
 8
Other current liabilities 
 15
 43
Cash collateral, net (92) (34) (33) 27
 (87) 159
Other 54
 26
 (2) 180
 6
 7
Net cash provided from operating activities 571
 78
 821
 727
 786
 1,152
            
CASH FLOWS FROM FINANCING ACTIVITIES:            
New financing-            
Long-term debt 878
 
 650
 
 471
 341
Short-term borrowings, net 
 431
 3
 4
 101
 
Equity contribution from parent 500
 1,500
 
Redemptions and repayments-            
Long-term debt (816) (1,202) (429) (163) (507) (411)
Short-term borrowings, net (301) 
 
 
 
 (126)
Tender premiums paid on debt redemptions 
 (67) 
Common stock dividend payments 
 
 (70)
Other (15) (9) (12) (7) (9) (7)
Net cash provided from financing activities 246
 653
 212
Net cash (used for) provided from financing activities (166) 56
 (273)
            
CASH FLOWS FROM INVESTING ACTIVITIES:            
Property additions (839) (717) (795) (275) (546) (627)
Nuclear fuel (233) (250) (286) (254) (232) (190)
Proceeds from asset sales 307
 21
 17
 
 9
 13
Sales of investment securities held in trusts 1,163
 940
 1,464
 940
 717
 733
Purchases of investment securities held in trusts (1,219) (1,000) (1,502) (999) (783) (791)
Cash investments (3) 10
 (10)
Loans to affiliated companies, net 
 276
 107
 29
 (18) (11)
Other 4
 (2) (42) 
 1
 4
Net cash used for investing activities (817) (732) (1,037) (562) (842) (879)
            
Net change in cash and cash equivalents 
 (1) (4) (1) 
 
Cash and cash equivalents at beginning of period 2
 3
 7
 2
 2
 2
Cash and cash equivalents at end of period $2
 $2
 $3
 $1
 $2
 $2
            
SUPPLEMENTAL CASH FLOW INFORMATION:            
Cash paid (received) during the year -            
Interest (net of amounts capitalized) $118
 $157
 $174
 $128
 $111
 $114
Income taxes paid, net of refunds (received, net of payments) $(384) $23
 $72
Income taxes received, net of payments $(152) $(193) $(5)
Non-cash transaction: Affiliated net asset transfer (Note 14) $73
 $28
 $

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


118128




FIRSTENERGY CORP. AND SUBSIDIARIES

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note
Number
 
Page
Number
 
Page
Number
    
  
Accumulated Other Comprehensive IncomeAsset Sales and Impairments
  
Accumulated Other Comprehensive Income
  
Stock-Based Compensation Plans
  
5TaxesStock-Based Compensation Plans
  
6LeasesTaxes
  
7Intangible AssetsLeases
  
8Variable Interest EntitiesIntangible Assets
  
9Fair Value MeasurementsVariable Interest Entities
  
10Derivative InstrumentsFair Value Measurements
  
11CapitalizationDerivative Instruments
  
12Short-Term Borrowings and Bank Lines of CreditCapitalization
  
13Asset Retirement ObligationsShort-Term Borrowings and Bank Lines of Credit
  
14Regulatory MattersAsset Retirement Obligations
  
15Commitments, Guarantees and ContingenciesRegulatory Matters
  
16Transactions with Affiliated CompaniesCommitments, Guarantees and Contingencies
  
17Supplemental Guarantor InformationTransactions with Affiliated Companies
  
18Segment InformationSupplemental Guarantor Information
  
19Discontinued Operations and Assets Held for SaleSegment Information
  
20Summary of Quarterly Financial Data (Unaudited)Summary of Quarterly Financial Data (Unaudited)
 
21Subsequent Events



119129




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Unless otherwise indicated, defined terms and abbreviations used herein have the meanings set forth in the accompanying Glossary of Terms.

FirstEnergy Corp.FE was organizedincorporated under the laws of the State of Ohio law in 1996. FE’s principal business is the holding, directly or indirectly, of all of the outstanding common stockequity of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), JCP&L, ME, PN, FESC, FES and its principal subsidiaries (FG and NG), AE Supply, MP, PE, WP, FET and its principal subsidiaries (ATSI, MAIT and TrAIL), and AESC. In addition, FE holds all of the outstanding common stockequity of other direct subsidiaries including: FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., GPU Nuclear, Inc., and AEAllegheny Ventures, Inc.

FirstEnergy followsFE and its subsidiaries are principally involved in the generation, transmission and distribution of electricity. FirstEnergy’s ten utility operating companies comprise one of the nation’s largest investor-owned electric systems, based on serving over six million customers in the Midwest and Mid-Atlantic regions. Its regulated and unregulated generation subsidiaries control over 16,000MWs of capacity from a diverse mix of non-emitting nuclear, scrubbed coal, natural gas, hydroelectric and other renewables. FirstEnergy’s transmission operations include approximately 24,500miles of lines and two regional transmission operation centers.
FES, a subsidiary of FE, was incorporated under Ohio law in 1997. FES provides energy-related products and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities, which are operated by FENOC. On December 21, 2015, FES agreed, under a PSA, to physically purchase all the output of AE Supply's generation facilities effective April 1, 2016. FES and AE Supply terminated the PSA effective on April 1, 2017. FES complies with the regulations, orders, policies and practices prescribed by the SEC, FERC, NRC and applicable state regulatory authorities.

FE and its subsidiaries follow GAAP and compliescomply with the related regulations, orders, policies and practices prescribed by the SEC, FERC, and, as applicable, the NRC, the PUCO, the PPUC, the MDPSC, the NYPSC, the WVPSC, the VSCC and the NJBPU. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. The reported results of operations are not necessarily indicative of results of operations for any future period. FE and its subsidiaries have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

FE and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation unless certain regulatory restrictions and rules apply.as appropriate. FE and its subsidiaries consolidate a VIE when it is determined that it is the primary beneficiary (see Note 8, Variable9, "Variable Interest Entities)Entities"). Investments in affiliates over which FE and its subsidiaries have the ability to exercise significant influence, but with respect to which they are not the primary beneficiary and do not exercise control,have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage of FE's ownership share of the entity’s earnings is reported in the Consolidated Statements of Income (Loss) and Comprehensive Income.Income (Loss). These Notes to the Consolidated Financial Statements are combined for FirstEnergy and FES.

For the years ended December 31, 2014, 2013 and 2012, capitalized financing costs on FirstEnergy's Consolidated Statements of Income include $49 million, $28 million and $18 million, respectively, of allowance for equity funds used during construction and $69 million, $75 million and $72 million, respectively, of capitalized interest.

Certain prior year amounts have been reclassified to conform to the current year presentation.presentation, including the reclassification of $30 million and $105 million of deferred purchased power and fuel costs previously included in Purchased power to Amortization of regulatory assets, net, for the years ended December 31, 2016 and 2015, respectively.

Strategic Review of Competitive Operations

FirstEnergy’s strategy is to be a fully regulated utility company, focusing on stable and predictable earnings and cash flow from its regulated business units - Regulated Distribution and Regulated Transmission. The Company continues to focus on its regulated growth strategy and in November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES and AE Supply.

In connection with this strategic review, AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply’s interest in the Buchanan Generating facility and approximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the natural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply’s interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

Additionally, on March 6, 2017, AE Supply and MP entered into an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, resulting from an RFP issued by MP to address its generation


130




shortfall. On January 12, 2018, FERC issued an order denying authorization for the transaction, holding that MP and AE Supply did not demonstrate the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. On January 26, 2018, the WVPSC approved the transfer of the Pleasants Power Station, subject to certain conditions as further described in Note 15, "Regulatory Matters - West Virginia," below, which included MP assuming significant commodity risk. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement and on February 16, 2018, AE Supply announced its intent to exit operations of the Pleasants Power Station by January 1, 2019, through either sale or deactivation, which resulted in a pre-tax impairment charge of $120 million.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements to satisfy and discharge approximately $305 million of currently outstanding senior notes, as well as its $142 million of pollution control notes and AGC's $100 million senior notes, which are expected to require the payment of “make-whole” premiums currently estimated to be approximately $95 million based on current interest rates. For additional information see Note 2, "Asset Sales and Impairments."

The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the fourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Going Concern at FES

Although FES has access to a $500 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018 (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.
ACCOUNTING FOR THE EFFECTS OF REGULATIONAsset Retirement Obligations

FE recognizes an ARO for the future decommissioning of its nuclear power plants and future remediation of other environmental liabilities associated with all of its long-lived assets. The ARO liability represents an estimate of the fair value of FE's current obligation related to nuclear decommissioning and the retirement or remediation of environmental liabilities of other assets. A fair value measurement inherently involves uncertainty in the amount and timing of settlement of the liability. FE uses an expected cash flow approach to measure the fair value of the nuclear decommissioning and environmental remediation ARO, considering the expected timing of settlement of the ARO based on the expected economic useful life of the plants (including the likelihood that the facilities will be deactivated before the end of their estimated useful lives). The fair value of an ARO is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying value of the long-lived asset and are depreciated over the life of the related asset.

Conditional retirement obligations associated with tangible long-lived assets are recognized at fair value in the period in which they are incurred if a reasonable estimate can be made, even though there may be uncertainty about timing or method of settlement. When settlement is conditional on a future event occurring, it is reflected in the measurement of the liability, not the timing of the liability recognition.

AROs as of December 31, 2017, are described further in Note 14, "Asset Retirement Obligations."

Income Taxes
FirstEnergy records income taxes in accordance with the liability method of accounting. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recognized for tax purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of the related property. Deferred income tax liabilities related to temporary tax and accounting basis differences


104




and tax credit carryforward items are recognized at the statutory income tax rates in effect when the liabilities are expected to be paid. Deferred tax assets are recognized based on income tax rates expected to be in effect when they are settled.

FirstEnergy accounts for uncertainty in income taxes recognized in its financial statements. We account for uncertain income tax positions using a benefit recognition model with a two-step approach, a more-likely-than-not recognition criterion and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. FirstEnergy recognizes interest expense or income related to uncertain tax positions. That amount is computed by applying the applicable statutory interest rate to the difference between the tax position recognized and the amount previously taken or expected to be taken on the tax return. FirstEnergy includes net interest and penalties in the provision for income taxes. See Note 6, "Taxes," for additional information.

On December 22, 2017, the President signed into law the Tax Act. Substantially all of the provisions of the Tax Act are effective for taxable years beginning after December 31, 2017. The Tax Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the Code), including amendments which significantly change the taxation of business entities and includes specific provisions related to regulated public utilities including FirstEnergy’s regulated distribution and transmission subsidiaries. The more significant changes that impact FirstEnergy included in the Tax Act are the following:
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;
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.

The most significant change that impacts FirstEnergy in the current year is the reduction of the corporate federal income tax rate. Other provisions are not expected to have a significant impact on the financial statements, but may impact the effective tax rate in future years. Under US GAAP, specifically ASC Topic 740, Income Taxes, the tax effects of regulation throughchanges in tax laws must be recognized in the applicationperiod in which the law is enacted, or December 22, 2017, for the Tax Act. ASC 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, FirstEnergy’s deferred taxes were re-measured based upon the new tax rate, which resulted in a material decrease to FirstEnergy’s net deferred income tax liabilities. For FirstEnergy’s unregulated operations, the change in deferred taxes are recorded as an adjustment to FirstEnergy’s deferred income tax provision. FirstEnergy’s regulated entities recorded a corresponding net regulatory accountingliability to the Utilities, AGC, ATSI, PATH and TrAIL since their rates are established by a third-party regulator withextent the authority to set rates that bind customers, are cost-based and can be charged to andchange in deferred taxes would result in amounts previously collected from customers.utility customers to be subject to refunds to such customers, generally through reductions in future rates. All other amounts were recorded as an adjustment to FirstEnergy’s regulated entities’ deferred income tax provision.

FirstEnergy recordshas completed its assessment of the accounting for certain effects of the provisions in the Tax Act, and as allowed under SEC Staff Accounting Bulletin 118 (SAB 118), has recorded provisional income tax amounts as of December 31, 2017 related to depreciation for which the impacts of the Tax Act could not be finalized, but for which a reasonable estimate could be determined. Under the new law, property acquired and placed into service after September 27, 2017, will be eligible for full expensing for all taxpayers other than regulated utilities. As a result, FirstEnergy will need to evaluate the contractual terms of its capital expenditures to determine eligibility for full expensing. As of December 31, 2017, FirstEnergy has not yet completed this analysis, but has recorded a reasonable estimate of the effects of these changes based on capital costs incurred prior to year-end. In addition, SAB 118 allows for a measurement period for companies to finalize the provisional amounts recorded as of December 31, 2017. FirstEnergy expects to record any final adjustments to the provisional amounts by the fourth quarter of 2018, which could result in a material impact to FirstEnergy’s income tax provision or financial position.

FirstEnergy’s assessment of accounting for the Tax Act are based upon management’s current understanding of the Tax Act. However, it is expected that further guidance will be issued during 2018, which may result in adjustments that could have a material impact to FirstEnergy’s future results of operations, cash flows, or financial position.

As a result of the Tax Act, FirstEnergy recognized a non-cash charge to income tax expense of $1.2 billion (FES - $1.1 billion) and resulted in excess deferred taxes of $2.3 billion for the regulated businesses, of which the revenue impact was recorded as a regulatory liability. These adjustments had no impact on our 2017 cash flows.

Goodwill

In a business combination, the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. FirstEnergy evaluates goodwill for impairment annually on July 31 and more frequently if indicators of impairment arise. In evaluating goodwill for impairment, FirstEnergy assesses qualitative factors to determine whether it is more likely than not (that is, likelihood of more than 50%) that resultthe fair value of a reporting unit is less than its carrying value (including goodwill). If FirstEnergy concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing is required. However, if FirstEnergy concludes that it is more likely than not that the fair value


105




of a reporting unit is less than its carrying value or bypasses the qualitative assessment, then the two-step quantitative goodwill impairment test is performed to identify a potential goodwill impairment and measure the amount of impairment to be recognized, if any.

As of July 31, 2017, FirstEnergy performed a qualitative assessment of the Regulated Distribution and Regulated Transmission reporting units' goodwill, assessing economic, industry and market considerations in addition to the reporting units' overall financial performance. Key factors used in the assessment include: growth rates, interest rates, expected capital expenditures, utility sector market performance and other market considerations. It was determined that the fair values of these reporting units were, more likely than not, greater than their carrying value and a quantitative analysis was not necessary.

See Note 2, "Asset Sales and Impairments," for further discussion of CES goodwill impairment charge recognized in 2016.

NEW ACCOUNTING PRONOUNCEMENTS

ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" (Issued March 2016): ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also does not require liability accounting when an employer repurchases more of an employee’s shares for tax withholding purposes. FirstEnergy adopted ASU 2016-09 on January 1, 2017. Upon adoption, FirstEnergy elected to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings of approximately $6 million as of January 1, 2017. Additionally, FirstEnergy retrospectively applied the cash flow presentation requirement to present cash paid to tax authorities when shares are withheld to satisfy statutory tax withholding obligations as financing activities by reclassifying $12 million and $13 million from operating activities to financing activities in the regulated rate-making process that would not be recorded under GAAP for non-regulated entities. These assets2016 and liabilities2015 Consolidated Statements of Cash Flows, respectively.

ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments" (Issued August 2016): The standard is intended to eliminate diversity in practice in how certain cash receipts and cash payments are amortizedpresented and classified in the Consolidated Statements of Income concurrentCash Flows, including the presentation of debt prepayment or debt extinguishment costs, all of which will be classified as financing activities. ASU 2016-15 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. FirstEnergy early adopted this ASU as of January 1, 2017. There was no impact to prior periods.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB was not adopted in 2017. Unless otherwise indicated, FirstEnergy is currently assessing the impact such guidance may have on its financial statements and disclosures, as well as the potential to early adopt where applicable. FirstEnergy has assessed other FASB issuances of new standards not described below and has not included these standards based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2014-09, "Revenue from Contracts with Customers" (Issued May 2014 and subsequently updated to address implementation questions): The new revenue recognition guidance: establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. FirstEnergy has evaluated its revenues and the new guidance will have limited impacts to current revenue recognition practices upon adoption on January 1, 2018. As part of the adoption, FirstEnergy elected to apply the new guidance on a modified retrospective basis. FirstEnergy will not record a cumulative adjustment to retained earnings for initially applying the new guidance as no revenue recognition differences were identified in the timing or amount of revenue. In addition, upon adoption, certain immaterial financial statement presentation changes will be implemented. FirstEnergy expects to disaggregate revenue by type of service in future revenue disclosures.

ASU 2016-01, "Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" (issued January 2016): ASU 2016-01 primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Upon adoption, January 1, 2018, FirstEnergy will recognize all gains and losses for equity securities in income with the recoveryexception of those that are accounted for under the equity method of accounting. The NDT’s equity portfolios of JCP&L, ME and PN will not be impacted as unrealized gains and losses will continue to be offset against regulatory assets or refund through customer rates.liabilities. As a result of adopting the standard, FirstEnergy believesand FES will record a cumulative effect adjustment to retained earnings of $115 million (pre-tax) on January 1, 2018 representing unrealized gains on equity securities that it is probablewere previously recorded to AOCI.

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016)and ASU 2018-01,"Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842" (Issued January 2018): ASU 2016-02 will require organizations that its regulatorylease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. In addition, new qualitative and quantitative disclosures of the amounts, timing, and uncertainty of cash flows arising from leases will be recoveredrequired. The ASU will be effective for fiscal years, and settled, respectively, through future rates.interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2018-01 (same effective date and transition requirements as ASU 2016-02) provides an optional transition practical expedient that, if elected, would not require an entity to reconsider its accounting for existing land easements that are not currently accounted for under the old leases standard. FirstEnergy does not plan to adopt these standards early. Lessors and lessees will be required to apply a modified retrospective transition approach, which requires adjusting the Utilities net their regulatory assets and liabilities based on federal and state jurisdictions.accounting for any leases existing at the beginning of the earliest comparative period presented in the adoption-period financial



120106




The following table provides information about the composition of net regulatory assets as of December 31, 2014 and December 31, 2013, and the changes during the year ended December 31, 2014:

Regulatory Assets by Source December 31,
2014
 December 31,
2013
 
Increase
(Decrease)
  (In millions)
Regulatory transition costs $240
 $266
 $(26)
Customer receivables for future income taxes 370
 518
 (148)
Nuclear decommissioning and spent fuel disposal costs (305) (198) (107)
Asset removal costs (254) (362) 108
Deferred transmission costs 90
 112
 (22)
Deferred generation costs 281
 346
 (65)
Deferred distribution costs 182
 194
 (12)
Contract valuations 153
 260
 (107)
Storm-related costs 465
 455
 10
Other 189
 263
 (74)
Net Regulatory Assets included in the Consolidated Balance Sheet $1,411
 $1,854
 $(443)

Regulatorystatements. Any leases that expire before the initial application date will not require any accounting adjustment. FirstEnergy expects an increase in assets and liabilities, however, it is currently assessing the impact on its Consolidated Financial Statements. This assessment includes monitoring utility industry implementation guidance. FirstEnergy is in the process of conducting outreach activities across its business units and analyzing its lease population. In addition, it has begun implementation of a third-party software tool that do not earn a current return totaled approximately$488 millionwill assist with the initial adoption and $477 million as of December 31, 2014 and 2013, respectively, primarily related to storm damage costs of which approximately $360 million relates to JCP&L for which the recovery period is subject to current rate and regulatory proceedings (see Note 14, Regulatory Matters).ongoing compliance.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument’s contractual life. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018.

ASU 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory" (issued October 2016): ASU 2016-16 eliminates the exception for all intra-entity sales of assets other than inventory, which allows companies to defer the tax effects of intra-entity asset transfers. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the intra-entity transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. FirstEnergy will not be impacted upon its adoption of this ASU on January 1, 2018.

ASU 2016-18, "Restricted Cash" (issued November 2016): ASU 2016-18 addresses the presentation of changes in restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is required to be applied retrospectively. In its first quarter 2018 Form 10-Q, FirstEnergy will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. In addition, FirstEnergy will disclose the nature of its restricted cash and restricted cash equivalent balances within the footnotes.

ASU 2017-01, "Business Combinations: Clarifying the Definition of a Business" (Issued January 2017): ASU 2017-01 assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The ASU will be applied prospectively to any transactions occurring within the period of adoption. FirstEnergy will not early adopt this standard.

ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (Issued March 2017): ASU 2017-07 requires entities to retrospectively (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. As a result of the retrospective presentation, FirstEnergy will reclassify approximately $62 million of non-service costs, excluding the annual mark-to-market, to Other Income/Expense related to the fiscal year 2017 within the 2018 financial statements. In addition, ASU 2017-07 requires service costs to be capitalized as appropriate and non-service costs to be charged to earnings. FirstEnergy will present non-service costs in the caption “Miscellaneous Income” with the exception of the annual mark-to-market adjustment which will be disclosed separately.

ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (Issued February 2018): ASU 2018-02 allows entities to reclassify from AOCI to retained earnings stranded tax effects resulting from the Tax Act. ASU 2018-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption of the ASU is permitted including adoption in any interim period. ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the income tax rate change resulting from the Tax Act is recognized. FirstEnergy did not adopt this ASU as of December 31, 20142017.and December 31, 2013, FirstEnergy had approximately $243 million and $440 millionof net regulatory liabilities that are primarily related to asset removal costs and are classified within other noncurrent liabilities on the Consolidated Balance Sheets, as opposed to being included in the net regulatory assets shown above.
REVENUES AND RECEIVABLES

The Utilities' principal business is providing electric service



107




FIRSTENERGY SOLUTIONS CORP.

MANAGEMENT’S NARRATIVE
ANALYSIS OF RESULTS OF OPERATIONS

FES provides energy-related products and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities, which are operated by FENOC. Prior to April 1, 2016, FES financially purchased the uncommitted output of AE Supply's generation facilities under a PSA. On December 21, 2015, FES agreed, under a PSA, to physically purchase all the output of AE Supply's generation facilities effective April 1, 2016. FES and AE Supply terminated the PSA effective April 1, 2017.

FES' revenues are derived primarily from sales to individual retail customers, sales to customers in Ohio, Pennsylvania, West Virginia, New Jerseythe form of governmental aggregation programs, and Maryland.participation in affiliated and non-affiliated POLR auctions. FES' principal business is supplying electric power to end-use customers through retail and wholesale arrangements, including affiliated company power sales to meet a portion of the POLR and default service requirements of the Ohio and Pennsylvania Companies and competitive retail sales to customersare primarily concentrated in Ohio, Pennsylvania, Illinois, Michigan, New Jersey, and Maryland. Retail customers are metered on a cycle basis.The demand for electricity produced and sold by FES, along with the price of that electricity, is principally impacted by conditions in competitive power markets, global economic activity as well as economic activity and weather conditions in the Midwest and Mid-Atlantic regions of the United States.

Electric revenuesFES is exposed to various market and financial risks, including the risk of price fluctuations in the wholesale power markets. Wholesale power prices may be impacted by the prices of other commodities, including coal and natural gas, and energy efficiency and DR programs, as well as regulatory and legislative actions, such as MATS among other factors. FES attempts to mitigate the market risk inherent in its energy position by economically hedging its exposure and continuously monitoring various risk measurement metrics to ensure compliance with its risk management policies.

Today, FES' competitive generation portfolio is comprised of more than 10,000 MWs of generation, primarily from coal, nuclear and natural gas and oil fuel sources. The assets are recorded basedexpected to generate approximately 40-45 million MWHs annually, with up to an additional five million MWHs available from purchased power agreements for wind, solar, FES' entitlement in OVEC.

On January 10, 2018, a fire damaged the scrubber, stack and other plant property and systems associated with Bruce Mansfield Units 1 and 2. Evaluation of the extent of the damage, which may be significant, to the scrubber, stack and other plant property and systems associated with Units 1 and 2 is underway and is expected to take several weeks. Unit 3, which had been off-line for maintenance, was unaffected by the fire. The affected plant property and systems are insured and management is working with the insurance carriers to complete the assessment. At this time management is unable to estimate the financial effect of the fire on Units 1 and 2.

In November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES. The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy delivered throughsecurity benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the calendar month. An estimatefourth quarter of unbilled revenues is calculated2017 to recognize electric service provided fromfully impair the last meter reading throughnuclear facilities, including the endgenerating plants and nuclear fuel as well as to reserve against the value of the month. This estimate includes many factors, among which are historical customer usage, load profiles, estimated weather impacts, customer shopping activitymaterials and prices in effect for each class of customer. In each accounting period, FirstEnergy accrues the estimated unbilled amount as revenuesupplies inventory and reverses the related prior period estimate.to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Receivables from customers include retail electric sales and distribution deliveriesAlthough FES has access to residential, commercial and industrial customers for the Utilities, and retail and wholesale sales to customers for FES. Therea $500 million secured line of credit with FE, all of which was no material concentration of receivablesavailable as of DecemberJanuary 31, 20142018, its current credit rating and 2013the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018, (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.

For additional information with respect to any particular segmentFES, please see the information contained under "Risk Factors," in Part I, Item 1A of FirstEnergy’s customers. Billedthis Form 10-K and unbilled customer receivables asin "FirstEnergy’s Management’s Discussion and Analysis of December 31, 2014Financial Condition and 2013 are shown below.Results of Operations," under the following subheadings, which information is incorporated by reference herein: "FirstEnergy's Business," "Executive Summary,"


121108




"Capital Resources and Liquidity," "Guarantees and Other Assurances," "Off-Balance Sheet Arrangements," "Market Risk Information," "Credit Risk," "New Accounting Pronouncements," and "Outlook."


Results of Operations

Operating results increased $3,064 million, in 2017 as compared to 2016, primarily due to lower asset impairment and plant exit costs, as further discussed below in Note 2, "Asset Sales and Impairments," and lower depreciation expense, partially offset by a charge to Income tax expense of $1,067 million as a result of the Tax Act, pre-tax charges of $225 million associated with estimated losses on long-term coal transportation contract disputes, as discussed in "Outlook - Environmental Matters," above, higher non-cash mark-to-market losses on commodity contract positions, lower capacity revenue, and the impact of lower contract sales.

Revenues

Total revenues decreased $1,300 million in 2017, as compared to 2016, primarily due to lower capacity auction prices, lower contract sales volumes at lower prices, and lower net gains on financially settled contracts.

The change in total revenues resulted from the following sources:
Customer Receivables FirstEnergy FES
  (In millions)
December 31, 2014    
Billed $914
 $239
Unbilled 640
 176
Total $1,554
 $415
     
December 31, 2013    
Billed $1,010
 $301
Unbilled 710
 238
Total $1,720
 $539
EARNINGS PER SHARE OF COMMON STOCK
  For the Years Ended December 31  
Revenues by Type of Service 2017 2016 Decrease
  (In millions)
Contract Sales:      
Direct $735
 $812
 $(77)
Governmental Aggregation 396
 814
 (418)
Mass Market 127
 169
 (42)
POLR 504
 583
 (79)
Structured Sales 337
 440
 (103)
Total Contract Sales 2,099
 2,818
 (719)
Wholesale 899
 1,350
 (451)
Transmission 35
 70
 (35)
Other 65
 160
 (95)
Total Revenues $3,098
 $4,398
 $(1,300)

Basic earnings per share of common stock are computed using the weighted average number of common shares outstanding during the relevant period as the denominator. The denominator for diluted earnings per share of common stock reflects the weighted average of common shares outstanding plus the potential additional common shares that could result if dilutive securities and other agreements to issue common stock were exercised.
  For the Years Ended December 31  
MWH Sales by Channel 2017 2016 Decrease
  (In thousands)  
Contract Sales:      
Direct 15,157
 15,310
 (1.0)%
Governmental Aggregation 7,431
 13,730
 (45.9)%
Mass Market 1,867
 2,431
 (23.2)%
POLR 9,140
 9,969
 (8.3)%
Structured Sales 8,805
 11,004
 (20.0)%
Total Contract Sales 42,400
 52,444
 (19.2)%
Wholesale 13,639
 13,812
 (1.3)%
Total MWH Sales 56,039
 66,256
 (15.4)%



109




The following table reconciles basicsummarizes the price and diluted earnings per share of common stock:volume factors contributing to changes in revenues:
Reconciliation of Basic and Diluted Earnings per Share of Common Stock 2014 2013 2012
  (In millions, except per share amounts)
       
Income from continuing operations $213
 $375
 $755
Less: Income attributable to noncontrolling interest 
 
 1
Income from continuing operations available to common shareholders 213
 375
 754
Discontinued operations (Note 19) 86
 17
 16
Earnings available to FirstEnergy Corp. $299
 $392
 $770
       
Weighted average number of basic shares outstanding 420
 418
 418
Assumed exercise of dilutive stock options and awards(1)
 1
 1
 1
Weighted average number of diluted shares outstanding 421
 419
 419
       
Earnings per share:      
Basic earnings per share:      
Continuing operations $0.51
 $0.90
 $1.81
Discontinued operations (Note 19) 0.20
 0.04
 0.04
Earnings per basic share $0.71
 $0.94
 $1.85
       
Diluted earnings per share:      
Continuing operations $0.51
 $0.90
 $1.80
Discontinued operations (Note 19) 0.20
 0.04
 0.04
Earnings per diluted share $0.71
 $0.94
 $1.84
  Source of Change in Revenues
  Decrease
MWH Sales Channel: Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total
  (In millions)
Direct $(8) $(69) $
 $
 $(77)
Governmental Aggregation (373) (45) 
 
 (418)
Mass Market (40) (2) 
 
 (42)
POLR (49) (30) 
 
 (79)
Structured Sales (89) (14) 
 
 (103)
Wholesale (6) (6) (156) (283) (451)

Lower sales volumes in the Governmental Aggregation channel primarily reflects the termination of an FES customer contract in 2016. The Direct, Governmental Aggregation, and Mass Market customer base was approximately 900,000 as of December 31, 2017, compared to 1.1 million as of December 31, 2016. Although unit pricing was lower year-over-year in the Direct, Governmental Aggregation and Mass Market channels, the decrease was primarily attributable to lower capacity rates, as discussed below, which is a component of the retail price.

The decrease in POLR revenue of $79 million was primarily due to both lower volumes and lower unit prices. Structured revenue decreased $103 million, primarily due to the impact of lower market prices and lower structured transaction volumes.

Wholesale revenues decreased $451 million, primarily due to a decrease in capacity revenue from lower capacity auction prices and lower net gains on financially settled contracts.

Transmission revenue decreased $35 million, primarily due to lower congestion revenues associated with less volatile market conditions.

Other revenues decreased $95 million, primarily due to lower lease revenues from the expiration of a nuclear sale-leaseback agreement. FES earned lease revenue associated with the lessor equity interests it had purchased in sale-leaseback transactions, one of which expired in June 2017 and another in May 2016.
Operating Expenses

Total operating expenses decreased $7,631 million in 2017 as compared to 2016.

The following table summarizes the factors contributing to the changes in fuel and purchased power costs in 2017 compared with 2016:
  Source of Change
  Increase (Decrease)
Operating Expense Volumes Prices Loss on Settled Contracts Capacity Expense Total
  (In millions)
Fossil Fuel $(147) $7
 $(58) $
 $(198)
Nuclear Fuel 6
 11
 
 
 17
Affiliated Purchased Power (134) 23
 (312) 
 (423)
Non-affiliated Purchased Power (18) 9
 (114) (269) (392)

Fossil fuel costs decreased $198 million, primarily due to the absence of approximately $58 million in settlement and termination costs on coal contracts recognized in 2016, as well as lower generation associated with outages and economic dispatch of fossil units resulting from low wholesale spot market energy prices, as discussed above, partially offset by higher unit costs. Nuclear fuel costs increased $17 million, primarily due to higher generation at higher unit costs.

Affiliated purchased power costs decreased $423 million, primarily resulting from the termination of the AE Supply PSA, effective April 1, 2017, and the expiration of a nuclear sale-leaseback agreement.



110




Non-affiliated purchased power costs decreased $392 million due to lower capacity expense ($269 million), lower net losses on financially settled contracts ($114 million) and lower volumes ($18 million), partially offset by higher unit costs ($9 million). The decrease in capacity expense, which is a component of FES' retail price, was primarily the result of lower contract sales and lower capacity rates associated with FES' retail sales obligation. Lower volumes primarily resulted from lower contract sales, as discussed above.

Other operating expenses increased $237 million, in 2017 as compared to 2016, due to the following:
Charges of $225 million associated with estimated losses on long-term coal transportation contract disputes was recognized in 2017, as discussed in the "Outlook - Environmental Matters" above.
Nuclear operating and maintenance expenses increased $14 million, primarily as a result of higher employee benefit costs, partially offset by lower refueling outage costs.
Retirement benefit costs decreased $12 million.
Transmission expenses decreased $62million, primarily due to lower contract sales volumes.
Other operating expenses increased $72 million, primarily due to higher non-cash mark-to-market losses on commodity contract positions, partially offset by the absence of a termination charge associated with an FES Governmental Aggregation customer contract.

The Pension and OPEB mark-to-market adjustment decreased $24 million in 2017. The 2017 adjustment resulted primarily from a 50 bps decrease in the discount rate used to measure benefit obligations, partially offset by higher than expected asset returns.

Depreciation expense decreased $227 million, primarily due to a lower asset base resulting from asset impairments recognized in 2016.
General taxes decreased $30 million, primarily due to lower property taxes and reduced gross receipts taxes associated with lower retail sales volumes.
Impairment of assets and related charges decreased $6,591 million, primarily due to the absence of impairments recognized in 2016 related to goodwill and the competitive generation assets resulting primarily from the strategic review announced in November 2016, partially offset by the impairments recognized in 2017 related to the nuclear generating assets, as further discussed in Note 2, "Asset Sales and Impairments."

Other Expense

Total other expense decreased $16 million, in 2017 as compared to 2016, primarily due to lower OTTI on NDT investments.

Income Taxes (Benefits)

Absent the impact from the Tax Act, discussed above, FES’ 2017 effective tax rate on pre-tax losses for 2017 and 2016 was 36.8% and 35.4%, respectively. The change in the effective tax rate resulted primarily from the absence of 2016 charges, including $151 million of valuation allowances recorded against state and local deferred tax assets, that management believes, more likely than not, will not be realized, as well as the impairment of $23 million of goodwill, which was non-deductible for tax purposes.

Changes in Cash Position

Cash Flows From Operating Activities

FES' most significant sources of cash are derived from electric service provided by the sales of energy and related products and services. The most significant use of cash from operating activities is to buy electricity in the wholesale market and pay fuel suppliers, employees, tax authorities, lenders, and others for a wide range of material and services.

Net cash provided from operating activities was $727 million during 2017, $786 million during 2016 and $1,152 million during 2015. 

2017 compared with 2016

Cash flows from operations decreased $59 million in 2017 compared with 2016. The year-over-year change in cash from operations decreased primarily due to lower receipts resulting from a decrease in capacity revenue and contract sales and timing of working capital.



111




2016 compared with 2015

Cash flows from operations decreased $366 million in 2016 compared with 2015 due to the following:

a $138 million cash contribution to the qualified pension plan;
higher cash collateral postings primarily associated with higher margin requirements by counterparties due to FES' credit downgrading in 2016; partially offset by,
increased capacity revenues.

Cash Flows From Financing Activities

In 2017, cash used for financing activities was $166 million, compared to cash provided from financing activities of $56 million in 2016, and cash used for financing activities of $273 million in 2015. The following table summarizes new debt financing, redemptions, repayments, short-term borrowings and dividends:
  For the Years Ended December 31
Securities Issued or Redeemed / Repaid 2017 2016 2015
  (In millions)
New Issues  
  
  
PCRBs $
 $471
 $341
       
Redemptions / Repayments  
  
  
PCRBs $(158) $(484) $(316)
Senior secured notes (5) (23) (95)
  $(163) $(507) $(411)
       
Short-term borrowings (repayments), net $4
 $101
 $(126)
       
Common stock dividend payments $
 $
 $(70)

On March 1, 2017, FG retired $28 million of PCRBs at maturity.

On June 1, 2017, FG repurchased approximately $130 million of PCRBs, which were subject to a mandatory put on such date. FG is currently holding these PCRBs indefinitely.

Cash Flows From Investing Activities

Cash used for investing activities in 2017 principally represented cash used for property additions and nuclear fuel. The following table summarizes investing activities for 2017, 2016 and 2015:
  For the Years Ended December 31
Cash Used for Investing Activities 2017 2016 2015
  (In millions)
Property additions $275
 $546
 $627
Nuclear fuel 254
 232
 190
Proceeds from asset sales 
 (9) (13)
Investments 62
 56
 68
Other (29) 17
 7
  $562
 $842
 $879

2017 compared with 2016

Cash used for investing activity in 2017 decreased $280 million, compared to 2016, primarily due to lower property additions. Property additions decreased primarily due to lower capital expenditures related to outages and the Mansfield dewatering facility, which was substantially completed in 2016.



112




2016 compared with 2015

Cash used for investing activity in 2016 decreased $37 million, compared to 2015, primarily due to lower property additions, partially offset by an increase in nuclear fuel purchases. Property additions decreased due to the purchase of the non-affiliated leasehold interest in Perry Unit 1 during 2015. The increase in nuclear fuel was due to the scheduled Davis-Besse refueling and maintenance outage in 2016.

Market Risk Information

FES uses various market risk sensitive instruments, including derivative contracts, primarily to manage the risk of price and interest rate fluctuations. FirstEnergy’s Risk Policy Committee, comprised of members of senior management, provides general oversight for risk management activities throughout the company.

Commodity Price Risk

FES is exposed to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk Policy Committee is responsible for promoting the effective design and implementation of sound risk management programs and oversees compliance with corporate risk management policies and established risk management practice. FES uses a variety of derivative instruments for risk management purposes including forward contracts, options, futures contracts and swaps.

Sources of information for the valuation of commodity derivative assets and liabilities as of December 31, 2017, are summarized by year in the following table:
Source of Information-
Fair Value by Contract Year
 2018 2019 2020 2021 2022 Thereafter Total
  (In millions)
Other external sources(1)
 $12
 $
 $
 $
 $
 $
 $12
Prices based on models (2) 
 
 
 
 
 (2)
Total $10
 $
 $
 $
 $
 $
 $10

(1)
For the years ended December 31, 2014Primarily represents contracts based on broker and 2013, approximately two million shares were excluded from the calculation of diluted shares outstanding, as their inclusion would be antidilutive. The number of potentially dilutive securities not included in the calculation of diluted shares outstanding due to their antidilutive effect was not significant for the year ending December 31, 2012.ICE quotes.
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment reflects original cost (netFES performs sensitivity analyses to estimate its exposure to the market risk of any impairments recognized), including payroll and related costs such as taxes, employee benefits, administrative and general costs, and interest costs incurred to place the assets in service. The costs of normal maintenance, repairs and minor replacements are expensed as incurred. FirstEnergy recognizes liabilities for planned major maintenance projects as they are incurred. The cost of nuclear fuel ($2 billion included in net plant) is capitalized within the CES segment's Property, plant and equipment and charged to fuel expense using the specific identification method. Net plant in service balances by segmentits commodity positions. Based on derivative contracts held as of December 31, 20142017, an increase in commodity prices of 10% would decrease net income by approximately $4 million during the next twelve months.
Interest Rate Risk
FES’ exposure to fluctuations in market interest rates is reduced since a significant portion of its debt has fixed interest rates. The table below presents principal amounts and 2013 were as follows:related weighted average interest rates by year of maturity for FES’ investment portfolio and debt obligations.
Comparison of Carrying Value to Fair Value
Year of Maturity 2018 2019 2020 2021 2022 There-after Total Fair Value
  (In millions)
Assets:                
Investments Other Than Cash and Cash Equivalents:                
Fixed Income $
 $
 $
 $
 $
 $970
 $970
 $970
Average interest rate % % % % % 3.9% 3.9%  
                 
Liabilities:                
Long-term Debt:                
Fixed rate $141
 $90
 $177
 $332
 $
 $2,086
 $2,826
 $1,478
Average interest rate 5.6% 3.0% 5.7% 6.1% % 4.4% 4.7%  
Variable rate $
 $9
 $
 $
 $
 $
 $9
 $9
Average interest rate % 1.1% % % % % 1.1%  



122113




  December 31, 2014 December 31, 2013
Property, Plant and Equipment In Service Accum. Depr. Net Plant In Service Accum. Depr. Net Plant
  (In millions)
Regulated Distribution $23,973
 $(6,759) $17,214
 $23,098
 $(6,514) $16,584
Regulated Transmission 6,634
 (1,595) 5,039
 5,564
 (1,511) 4,053
Competitive Energy Services(1)
 16,442
 (5,598) 10,844
 15,206
 (5,088) 10,118
Corporate/Other 435
 (198) 237
 360
 (167) 193
Total $47,484
 $(14,150) $33,334
 $44,228
 $(13,280) $30,948
Equity Price Risk

(1) Primarily consistsNDT funds have been established to satisfy NG’s nuclear decommissioning obligations. Included in FES' NDT are fixed income, equities and short-term investments carried at market values of generating assets.

The major classes of property, plantapproximately $970 million, $810 million and equipment are largely consistent with the segment disclosures above, with the exception of Regulated Distribution which has approximately $2 billion of regulated generation net plant in service.

FirstEnergy provides for depreciation on a straight-line basis at various rates over the estimated lives of property included in plant in service. The respective annual composite rates for FirstEnergy's and FES' electric plant in 2014, 2013 and 2012 are shown in the following table:
  Annual Composite Depreciation Rate
  2014 2013 2012
FirstEnergy 2.5% 2.6% 2.5%
FES 3.1% 3.1% 3.1%

Jointly Owned Plants

FE, through its subsidiary, AGC, owns an undivided 40% interest (1,200 MWs) in a 3,003 MW pumped storage, hydroelectric station in Bath County, Virginia, operated by the 60% owner, Virginia Electric and Power Company, a non-affiliated utility. Net Property, plant and equipment includes $686$73 million, representing AGC's share in this facilityrespectively, as of December 31, 2014. AGC2017, excluding $3 million of net receivables, payables and accrued income. A hypothetical 10% decrease in prices quoted by stock exchanges would result in a $81 million reduction in fair value as of December 31, 2017. NG recognizes in earnings the unrealized losses on AFS securities held in its NDT as OTTI. A decline in the value of FES' NDT or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2017, FES made no contributions to the NDTs.

Credit Risk

Credit risk is obligateddefined as the risk that a counterparty to a transaction will be unable to fulfill its contractual obligations. FES evaluates the credit standing of a prospective counterparty based on the prospective counterparty's financial condition. FES may impose specified collateral requirements and use standardized agreements that facilitate the netting of cash flows. FES monitors the financial conditions of existing counterparties on an ongoing basis. An independent risk management group oversees credit risk.

Wholesale Credit Risk

FES measures wholesale credit risk as the replacement cost for derivatives in power, natural gas, coal and emission allowances, adjusted for amounts owed to, or due from, counterparties for settled transactions. The replacement cost of open positions represents unrealized gains, net of any unrealized losses, where FES has a legally enforceable right of offset. FES monitors and manages the credit risk of wholesale marketing, risk management and energy transacting operations through credit policies and procedures, which include an established credit approval process, daily monitoring of counterparty credit limits, the use of credit mitigation measures such as margin, collateral and the use of master netting agreements. The majority of FES' energy contract counterparties maintain investment-grade credit ratings.

Retail Credit Risk

FES' principal retail credit risk exposure relates to its competitive electricity activities, which serve residential, commercial and industrial companies. Retail credit risk results when customers default on contractual obligations or fail to pay for service rendered. This risk represents the loss that may be incurred due to the nonpayment of customer accounts receivable balances, as well as the loss from the resale of energy previously committed to serve customers.

Retail credit risk is managed through established credit approval policies, monitoring customer exposures and the use of credit mitigation measures such as deposits in the form of LOCs, cash or prepayment arrangements.

Retail credit quality is affected by the economy and the ability of customers to manage through unfavorable economic cycles and other market changes. If the business environment were to be negatively affected by changes in economic or other market conditions, FES' retail credit risk may be adversely impacted.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 7A relating to market risk is set forth in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."


114




ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT REPORT

Management’s Responsibility for Financial Statements

The consolidated financial statements of FirstEnergy Corp. (Company) were prepared by management, who takes responsibility for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States and are consistent with other financial information appearing elsewhere in this report. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has expressed an unqualified opinion on the Company’s 2017 consolidated financial statements as stated in their audit report included herein. As discussed in Note 1 to the consolidated financial statements, FirstEnergy Corp. is engaged in a strategic review of its competitive operations and its wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity.

The Company’s internal auditors, who are responsible to the Audit Committee of the Company’s Board of Directors, review the results and performance of operating units within the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

The Company’s Audit Committee consists of five independent directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent auditors and the internal auditors; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Committee is directly responsible for appointing the Company’s independent registered public accounting firm and is charged with reviewing and approving all services performed for the Company by the independent registered public accounting firm and for reviewing and approving the related fees. The Committee reviews the independent registered public accounting firm’s report on internal quality control and reviews all relationships between the independent registered public accounting firm and the Company, in order to assess the independent registered public accounting firm’s independence. The Committee also reviews management’s programs to monitor compliance with the Company’s policies on business ethics and risk management. The Committee establishes procedures to receive and respond to complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and allows for the confidential, anonymous submission of concerns by employees. The Audit Committee held eight meetings in 2017.





115




MANAGEMENT REPORT

Management’s Responsibility for Financial Statements

The consolidated financial statements of FirstEnergy Solutions Corp. (Company) were prepared by management, who takes responsibility for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States and are consistent with other financial information appearing elsewhere in this report. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has expressed an unqualified opinion with explanatory going concern paragraph on the Company’s 2017 consolidated financial statements as stated in their audit report included herein.

The accompanying consolidated financial statements have been prepared assuming that FirstEnergy Solutions Corp. will continue as a going concern. As discussed in Note 1 to the financial statements, FirstEnergy Solutions Corp.’s current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

FirstEnergy Corp.’s internal auditors, who are responsible to the Audit Committee of FirstEnergy Corp.'s Board of Directors, review the results and performance of the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

FirstEnergy’s Audit Committee consists of five independent directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent auditors and the internal auditors; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Committee is directly responsible for appointing the Company’s independent registered public accounting firm and is charged with reviewing and approving all services performed for the Company by the independent registered public accounting firm and for reviewing and approving the related fees. The Committee reviews the independent registered public accounting firm’s report on internal quality control and reviews all relationships between the independent registered public accounting firm and the Company, in order to assess the independent registered public accounting firm’s independence. The Committee also reviews management’s programs to monitor compliance with the Company’s policies on business ethics and risk management. The Committee establishes procedures to receive and respond to complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and allows for the confidential, anonymous submission of concerns by employees. The Audit Committee held eight meetings in 2017.





116




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of FirstEnergy Corp.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of FirstEnergy Corp. and its subsidiaries as of December 31, 2017 and December 31, 2016, and the related consolidated statements of income (loss), comprehensive income (loss), common stockholders’ equity, and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, FirstEnergy Corp.'s wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



117




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 20, 2018

We have served as the Company’s auditor since 2002.




118




Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors of FirstEnergy Solutions Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FirstEnergy Solutions Corp. and its subsidiaries as of December 31, 2017 and December 31, 2016 and the related statements of income (loss) and of comprehensive income (loss), of common stockholder’s equity (deficit), and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that FirstEnergy Solutions Corp. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, FirstEnergy Solutions Corp.’s current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidatedfinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 20, 2018

We have served as the Company's auditor since 2007.



119




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 
For the Years Ended December 31
(In millions) 2017 2016 2015
       
REVENUES:      
Regulated Distribution $9,734
 $9,629
 $9,625
Regulated Transmission 1,325
 1,144
 1,003
Unregulated businesses 2,958
 3,789
 4,398
Total revenues* 14,017
 14,562
 15,026
       
OPERATING EXPENSES:      
Fuel 1,383
 1,666
 1,855
Purchased power 3,194
 3,843
 4,423
Other operating expenses 4,232
 3,851
 3,740
Pension and OPEB mark-to-market adjustment 141
 147
 242
Provision for depreciation 1,138
 1,313
 1,282
Amortization of regulatory assets, net 308
 297
 172
General taxes 1,043
 1,042
 978
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Total operating expenses 13,845
 22,824
 12,734
       
OPERATING INCOME (LOSS) 172
 (8,262) 2,292
       
OTHER INCOME (EXPENSE):      
Investment income (loss) 98
 84
 (22)
Impairment of equity method investment (Note 1) 
 
 (362)
Interest expense (1,178) (1,157) (1,132)
Capitalized financing costs 79
 103
 117
Total other expense (1,001) (970) (1,399)
       
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (829) (9,232) 893
       
INCOME TAXES (BENEFITS) 895
 (3,055) 315
       
NET INCOME (LOSS) $(1,724) $(6,177) $578
       
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:      
Basic $(3.88) $(14.49) $1.37
Diluted $(3.88) $(14.49) $1.37
       
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:      
Basic 444
 426
 422
Diluted 444
 426
 424
       
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $1.44
 $1.44
 $1.44

*
Includes excise tax collections of $390 million, $406 million and $416 million in 2017, 2016 and 2015, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


120




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
NET INCOME (LOSS) $(1,724) $(6,177) $578
       
OTHER COMPREHENSIVE INCOME (LOSS):      
Pension and OPEB prior service costs (85) (59) (116)
Amortized losses on derivative hedges 10
 8
 5
Change in unrealized gain on available-for-sale securities 22
 55
 (11)
Other comprehensive income (loss) (53) 4
 (122)
Income taxes (benefits) on other comprehensive income (loss) (21) 1
 (47)
Other comprehensive income (loss), net of tax (32) 3
 (75)
       
COMPREHENSIVE INCOME (LOSS) $(1,756) $(6,174) $503

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.



121




FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2017
 December 31,
2016
ASSETS  
  
CURRENT ASSETS:  
  
Cash and cash equivalents $589
 $199
Receivables-  
  
Customers, net of allowance for uncollectible accounts of $51 in 2017 and $53 in 2016 1,463
 1,440
Other, net of allowance for uncollectible accounts of $1 in 2017 and 2016 191
 175
Materials and supplies, at average cost 463
 564
Derivatives 37
 140
Collateral 146
 176
Prepaid taxes and other 219
 256
  3,108
 2,950
PROPERTY, PLANT AND EQUIPMENT:  
  
In service 39,778
 43,767
Less — Accumulated provision for depreciation 11,925
 15,731
  27,853
 28,036
Construction work in progress 1,026
 1,351
  28,879
 29,387
INVESTMENTS:  
  
Nuclear plant decommissioning trusts 2,678
 2,514
Other 506
 512
  3,184
 3,026
     
ASSETS HELD FOR SALE (Note 2) 375
 
     
DEFERRED CHARGES AND OTHER ASSETS:  
  
Goodwill 5,618
 5,618
Regulatory assets 40
 1,014
Other 1,053
 1,153
  6,711
 7,785
  $42,257
 $43,148
LIABILITIES AND CAPITALIZATION  
  
CURRENT LIABILITIES:  
  
Currently payable long-term debt $1,082
 $1,685
Short-term borrowings 300
 2,675
Accounts payable 1,027
 1,043
Accrued taxes 571
 580
Accrued compensation and benefits 336
 363
Collateral 39
 42
Other 722
 738
  4,077
 7,126
CAPITALIZATION:  
  
Common stockholders’ equity-  
  
Common stock, $0.10 par value, authorized 700,000,000 and 490,000,000 shares - 445,334,111 and 442,344,218 shares outstanding as of December 31, 2017 and December 31, 2016, respectively 44
 44
Other paid-in capital 10,001
 10,555
Accumulated other comprehensive income 142
 174
Accumulated deficit (6,262) (4,532)
Total common stockholders' equity 3,925
 6,241
Long-term debt and other long-term obligations 21,115
 18,192
  25,040
 24,433
NONCURRENT LIABILITIES:  
  
Accumulated deferred income taxes 1,359
 3,765
Retirement benefits 3,975
 3,719
Regulatory liabilities 2,720
 157
Asset retirement obligations 2,515
 1,482
Deferred gain on sale and leaseback transaction 723
 757
Adverse power contract liability 130
 162
Other 1,718
 1,547
  13,140
 11,589
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

  $42,257
 $43,148

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


122




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

  Common Stock Other Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)
(In millions, except share amounts) Number of Shares Par Value   
Balance, January 1, 2015 421,102,570
 $42
 $9,847
 $246
 $2,285
Net income         578
Amortized gains on derivative hedges, net of $1 million of income taxes       4
  
Change in unrealized gain on investments, net of $4 million of income tax benefits       (7)  
Pensions and OPEB, net of $44 million of income tax benefits (Note 4)       (72)  
Stock-based compensation     45
    
Cash dividends declared on common stock 
 
 

   (607)
Stock Investment Plan and certain share-based benefit plans 2,457,827
   60
    
Balance, December 31, 2015 423,560,397
 42
 9,952
 171
 2,256
Net loss         (6,177)
Amortized gains on derivative hedges, net of $3 million of income taxes       5
  
Change in unrealized gain on investments, net of $21 million of income taxes       34
  
Pensions and OPEB, net of $23 million of income tax benefits (Note 4)       (36)  
Stock-based compensation     49
    
Cash dividends declared on common stock         (611)
Stock Investment Plan and certain share-based benefit plans 2,685,946
 

 56
 

 

Stock issuance (Note 12) 16,097,875
 2
 498
    
Balance, December 31, 2016 442,344,218
 44
 10,555
 174
 (4,532)
Net loss         (1,724)
Amortized gains on derivative hedges, net of $4 million of income taxes       6
  
Change in unrealized gain on investments, net of $7 million of income taxes       15
  
Pensions and OPEB, net of $32 million of income tax benefits (Note 4)       (53)  
Stock-based compensation     36
    
Cash dividends declared on common stock     (639)    
Stock Investment Plan and certain share-based benefit plans 2,989,893
   56
    
Reclass to liability awards (Note 5)
     (7)    
Share-based compensation accounting change (Note 1)
         (6)
Balance, December 31, 2017 445,334,111
 $44
 $10,001
 $142
 $(6,262)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.



123




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31
(In millions) 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net Income (loss) $(1,724) $(6,177) $578
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 1,700
 1,974
 1,826
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Investment impairments, including equity method investments 13
 21
 464
Pension and OPEB mark-to-market adjustment 141
 147
 242
Deferred income taxes and investment tax credits, net 839
 (3,063) 284
Deferred costs on sale leaseback transaction, net 49
 49
 48
Asset removal costs charged to income 22
 54
 55
Retirement benefits, net of payments 29
 64
 (20)
Unrealized (gain) loss on derivative transactions (Note 11) 81
 9
 (73)
Pension trust contributions 
 (382) (143)
Gain on sale of investment securities held in trusts (63) (50) (23)
Lease payments on sale and leaseback transaction (73) (120) (131)
Changes in current assets and liabilities-      
Receivables (39) (11) 184
Materials and supplies (6) 41
 (15)
Prepaid taxes and other 30
 27
 (10)
Accounts payable 72
 (37) (243)
Accrued taxes (9) 61
 29
Accrued compensation and benefits (27) 29
 5
Other current liabilities 20
 56
 69
Cash collateral, net 27
 (116) 140
Other 320
 142
 152
Net cash provided from operating activities 3,808
 3,383
 3,460
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
New Financing-      
Long-term debt 4,675
 1,976
 1,311
Short-term borrowings, net 
 975
 
Redemptions and Repayments-      
Long-term debt (2,291) (2,331) (879)
Short-term borrowings, net (2,375) 
 (91)
Common stock dividend payments (639) (611) (607)
Other (72) (43) (26)
Net cash used for financing activities (702) (34) (292)
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions (2,587) (2,835) (2,704)
Nuclear fuel (254) (232) (190)
Proceeds from asset sales 388
 15
 20
Sales of investment securities held in trusts 2,170
 1,678
 1,534
Purchases of investment securities held in trusts (2,268) (1,789) (1,648)
Asset removal costs (172) (145) (142)
Other 7
 27
 8
Net cash used for investing activities (2,716) (3,281) (3,122)
       
Net change in cash and cash equivalents 390
 68
 46
Cash and cash equivalents at beginning of period 199
 131
 85
Cash and cash equivalents at end of period $589
 $199
 $131
       
SUPPLEMENTAL CASH FLOW INFORMATION:      
Non-cash transaction: stock contribution to pension plan $
 $500
 $
Cash paid (received) during the year -      
Interest (net of amounts capitalized) $1,039
 $1,050
 $1,028
Income taxes, net of refunds $53
 $(16) $37
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


124




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
STATEMENTS OF INCOME (LOSS)    
  
REVENUES:    
  
Electric sales to non-affiliates $2,667
 $3,779
 $4,151
Electric sales to affiliates 366
 459
 666
Other 65
 160
 188
Total revenues* 3,098
 4,398
 5,005
       
OPERATING EXPENSES:  
  
  
Fuel 599
 780
 871
Purchased power from affiliates 201
 624
 353
Purchased power from non-affiliates 628
 1,020
 1,684
Other operating expenses 1,514
 1,277
 1,308
Pension and OPEB mark-to-market adjustment 24
 48
 57
Provision for depreciation 109
 336
 324
General taxes 58
 88
 98
Impairment of assets and related charges (Note 2) 2,031
 8,622
 33
Total operating expenses 5,164
 12,795
 4,728
       
OPERATING INCOME (LOSS) (2,066) (8,397) 277
       
OTHER INCOME (EXPENSE):  
  
  
Investment income (loss) 94
 67
 (14)
Miscellaneous income 7
 7
 3
Interest expense — affiliates (19) (7) (7)
Interest expense — other (138) (147) (147)
Capitalized interest 26
 34
 35
Total other expense (30) (46) (130)
       
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (2,096) (8,443) 147
       
INCOME TAXES (BENEFITS) 295
 (2,988) 65
       
NET INCOME (LOSS) $(2,391) $(5,455) $82
       
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)      
       
NET INCOME (LOSS) $(2,391) $(5,455) $82
       
OTHER COMPREHENSIVE INCOME (LOSS):  
  
  
Pension and OPEB prior service costs (14) (14) (6)
Amortized gains on derivative hedges 2
 
 (3)
Change in unrealized gain on available-for-sale securities 30
 52
 (9)
Other comprehensive income (loss) 18
 38
 (18)
Income taxes (benefits) on other comprehensive income (loss) 6
 15
 (7)
Other comprehensive income (loss), net of tax 12
 23
 (11)
       
COMPREHENSIVE INCOME (LOSS) $(2,379) $(5,432) $71

*
Includes excise tax collections of $20 million, $28 million and $44 million in 2017, 2016 and 2015, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


125




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2017
 December 31,
2016
ASSETS  
  
CURRENT ASSETS:  
  
Cash and cash equivalents $1

$2
Receivables-  
  
Customers, net of allowance for uncollectible accounts of $2 in 2017 and $5 in 2016 181

213
Affiliated companies 224

452
Other 21

27
Notes receivable from affiliated companies 

29
Materials and supplies 183

267
Derivatives 34

137
Collateral 130
 157
Prepaid taxes and other 22

63
  796

1,347
PROPERTY, PLANT AND EQUIPMENT:  
  
In service 2,495

7,057
Less — Accumulated provision for depreciation 1,823

5,929
  672

1,128
Construction work in progress 22

427
  694

1,555
INVESTMENTS:  
  
Nuclear plant decommissioning trusts 1,856

1,552
Other 9

10
  1,865

1,562
     
DEFERRED CHARGES AND OTHER ASSETS:  
  
Accumulated deferred income taxes 1,754
 2,279
Property taxes 25

40
Derivatives 

77
Other 380

381
  2,159

2,777
  $5,514

$7,241
LIABILITIES AND CAPITALIZATION  
  
CURRENT LIABILITIES:  
  
Currently payable long-term debt $524

$179
Short-term borrowings - affiliated companies 105
 101
Accounts payable-  
  
Affiliated companies 255

550
Other 105

110
Accrued taxes 72

143
Derivatives 24

77
Other 169

156
  1,254

1,316
CAPITALIZATION:  
  
Common stockholder's equity (deficit) -  
  
Common stock, without par value, authorized 750 shares - 7 shares outstanding as of
December 31, 2017 and 2016
 3,749
 3,658
Accumulated other comprehensive income 81
 69
Accumulated deficit (5,900) (3,509)
Total common stockholder's equity (deficit) (2,070)
218
Long-term debt and other long-term obligations 2,299

2,813
  229

3,031
NONCURRENT LIABILITIES:  
  
Deferred gain on sale and leaseback transaction 723

757
Retirement benefits 153

197
Asset retirement obligations 1,945

901
Other 1,210

1,039
  4,031

2,894
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

  $5,514

$7,241

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


126




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY (DEFICIT)
  Common Stock Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)
(In millions, except share amounts) Number of Shares Carrying Value  
Balance, January 1, 2015 7
 $3,594
 $57
 $1,934
Net income       82
Amortized loss on derivative hedges, net of $1 million of income tax benefits     (2)  
Change in unrealized gain on investments, net of $4 million of income tax benefits     (5)  
Pension and OPEB, net of $2 million of income tax benefits (Note 4)     (4)  
Stock-based compensation   10
    
Consolidated tax benefit allocation   9
    
Cash dividends declared on common stock       (70)
Balance, December 31, 2015 7
 3,613
 46
 1,946
Net loss       (5,455)
Change in unrealized gain on investments, net of $20 million of income taxes     32
  
Pension and OPEB, net of $5 of income tax benefits
(Note 4)
     (9)  
Inter-company asset transfer (Note 14)   28
    
Stock-based compensation   9
    
Consolidated tax benefit allocation   8
    
Balance, December 31, 2016 7
 3,658
 69
 (3,509)
Net loss       (2,391)
Amortized gain on derivative hedges, net of $1 million of income taxes     1
  
Change in unrealized gain on investments, net of $10 of income taxes     20
  
Pension and OPEB, net of $5 of income tax benefits
(Note 4)
     (9)  
Inter-company asset transfer (Note 14)   73
    
Stock-based compensation   3
    
Consolidated tax benefit allocation   18
    
Reclass to liability awards (Note 5)   (3)    
Balance, December 31, 2017 7
 $3,749
 $81
 $(5,900)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.




127




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net Income (loss) $(2,391) $(5,455) $82
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Depreciation and amortization, including nuclear fuel, intangible assets and deferred debt-related costs 333
 633
 579
Investment impairments 13
 19
 90
Pension and OPEB mark-to-market adjustment 24
 48
 57
Deferred income taxes and investment tax credits, net 455
 (2,920) 119
Deferred costs on sale and leaseback transaction, net 49
 49
 48
Impairment of assets and related charges (Note 2) 2,031
 8,622
 33
Pension trust contribution 
 (138) 
Gain on investment securities held in trusts (62) (48) (24)
Unrealized (gain) loss on derivative transactions (Note 11) 78
 9
 (74)
Lease payments on sale and leaseback transaction (73) (120) (131)
Change in current assets and liabilities-      
Receivables 282
 89
 277
Materials and supplies (24) 26
 (25)
Prepaid taxes and other 43
 (8) 14
Accounts payable (167) (30) (76)
Accrued taxes (71) 76
 (26)
Other current liabilities 
 15
 43
Cash collateral, net 27
 (87) 159
Other 180
 6
 7
Net cash provided from operating activities 727
 786
 1,152
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
New financing-      
Long-term debt 
 471
 341
Short-term borrowings, net 4
 101
 
Redemptions and repayments-      
Long-term debt (163) (507) (411)
Short-term borrowings, net 
 
 (126)
Common stock dividend payments 
 
 (70)
Other (7) (9) (7)
Net cash (used for) provided from financing activities (166) 56
 (273)
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions (275) (546) (627)
Nuclear fuel (254) (232) (190)
Proceeds from asset sales 
 9
 13
Sales of investment securities held in trusts 940
 717
 733
Purchases of investment securities held in trusts (999) (783) (791)
Cash investments (3) 10
 (10)
Loans to affiliated companies, net 29
 (18) (11)
Other 
 1
 4
Net cash used for investing activities (562) (842) (879)
       
Net change in cash and cash equivalents (1) 
 
Cash and cash equivalents at beginning of period 2
 2
 2
Cash and cash equivalents at end of period $1
 $2
 $2
       
SUPPLEMENTAL CASH FLOW INFORMATION:      
Cash paid (received) during the year -      
Interest (net of amounts capitalized) $128
 $111
 $114
Income taxes received, net of payments $(152) $(193) $(5)
Non-cash transaction: Affiliated net asset transfer (Note 14) $73
 $28
 $

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


128




FIRSTENERGY CORP. AND SUBSIDIARIES

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note
Number
 
Page
Number
   
   
2Asset Sales and Impairments
   
3Accumulated Other Comprehensive Income
   
4
   
5Stock-Based Compensation Plans
   
6Taxes
   
7Leases
   
8Intangible Assets
   
9Variable Interest Entities
   
10Fair Value Measurements
   
11Derivative Instruments
   
12Capitalization
   
13Short-Term Borrowings and Bank Lines of Credit
   
14Asset Retirement Obligations
   
15Regulatory Matters
   
16Commitments, Guarantees and Contingencies
   
17Transactions with Affiliated Companies
   
18Supplemental Guarantor Information
   
19Segment Information
   
20Summary of Quarterly Financial Data (Unaudited)
   
21Subsequent Events



129




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Unless otherwise indicated, defined terms and abbreviations used herein have the meanings set forth in the accompanying Glossary of Terms.

FE was incorporated under Ohio law in 1996. FE’s principal business is the holding, directly or indirectly, of all of the outstanding equity of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), JCP&L, ME, PN, FESC, FES and its principal subsidiaries (FG and NG), AE Supply, MP, PE, WP, FET and its principal subsidiaries (ATSI, MAIT and TrAIL), and AESC. In addition, FE holds all of the outstanding equity of other direct subsidiaries including: FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., GPU Nuclear, Inc. and Allegheny Ventures, Inc.

FE and its subsidiaries are principally involved in the generation, transmission and distribution of electricity. FirstEnergy’s ten utility operating companies comprise one of the nation’s largest investor-owned electric systems, based on serving over six million customers in the Midwest and Mid-Atlantic regions. Its regulated and unregulated generation subsidiaries control over 16,000MWs of capacity from a diverse mix of non-emitting nuclear, scrubbed coal, natural gas, hydroelectric and other renewables. FirstEnergy’s transmission operations include approximately 24,500miles of lines and two regional transmission operation centers.
FES, a subsidiary of FE, was incorporated under Ohio law in 1997. FES provides energy-related products and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities, which are operated by FENOC. On December 21, 2015, FES agreed, under a PSA, to physically purchase all the output of AE Supply's generation facilities effective April 1, 2016. FES and AE Supply terminated the PSA effective on April 1, 2017. FES complies with the regulations, orders, policies and practices prescribed by the SEC, FERC, NRC and applicable state regulatory authorities.

FE and its subsidiaries follow GAAP and comply with the related regulations, orders, policies and practices prescribed by the SEC, FERC, and, as applicable, the NRC, the PUCO, the PPUC, the MDPSC, the NYPSC, the WVPSC, the VSCC and the NJBPU. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. The reported results of operations are not necessarily indicative of results of operations for any future period. FE and its subsidiaries have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

FE and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation as appropriate. FE and its subsidiaries consolidate a VIE when it is determined that it is the primary beneficiary (see Note 9, "Variable Interest Entities"). Investments in affiliates over which FE and its subsidiaries have the ability to exercise significant influence, but do not have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage of FE's ownership share of the entity’s earnings is reported in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). These Notes to Consolidated Financial Statements are combined for FirstEnergy and FES.

Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of $30 million and $105 million of deferred purchased power and fuel costs previously included in Purchased power to Amortization of regulatory assets, net, for the years ended December 31, 2016 and 2015, respectively.

Strategic Review of Competitive Operations

FirstEnergy’s strategy is to be a fully regulated utility company, focusing on stable and predictable earnings and cash flow from its regulated business units - Regulated Distribution and Regulated Transmission. The Company continues to focus on its regulated growth strategy and in November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES and AE Supply.

In connection with this strategic review, AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply’s interest in the Buchanan Generating facility and approximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the natural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply’s interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

Additionally, on March 6, 2017, AE Supply and MP entered into an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, resulting from an RFP issued by MP to address its generation


130




shortfall. On January 12, 2018, FERC issued an order denying authorization for the transaction, holding that MP and AE Supply did not demonstrate the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. On January 26, 2018, the WVPSC approved the transfer of the Pleasants Power Station, subject to certain conditions as further described in Note 15, "Regulatory Matters - West Virginia," below, which included MP assuming significant commodity risk. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement and on February 16, 2018, AE Supply announced its intent to exit operations of the Pleasants Power Station by January 1, 2019, through either sale or deactivation, which resulted in a pre-tax impairment charge of $120 million.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements to satisfy and discharge approximately $305 million of currently outstanding senior notes, as well as its $142 million of pollution control notes and AGC's $100 million senior notes, which are expected to require the payment of “make-whole” premiums currently estimated to be approximately $95 million based on current interest rates. For additional information see Note 2, "Asset Sales and Impairments."

The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this jointly-owned facilityreview included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the same proportionfourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its ownership interest using its own financing. AGC's share of direct expenses of the joint plant is included in FE's operating expenses on the Consolidated Statement of Income.asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Going Concern at FES

Although FES has access to a $500 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018 (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.
Asset Retirement Obligations

FE recognizes an ARO for the future decommissioning of its nuclear power plants and future remediation of other environmental liabilities associated with all of its long-lived assets. The ARO liability represents an estimate of the fair value of FE's current obligation related to nuclear decommissioning and the retirement or remediation of environmental liabilities of other assets. A fair value measurement inherently involves uncertainty in the amount and timing of settlement of the liability. FE uses an expected cash flow approach to measure the fair value of the nuclear decommissioning and environmental remediation ARO. This approach applies probability weighting to discounted future cash flow scenarios that reflect a rangeARO, considering the expected timing of possible outcomes. The scenarios consider settlement of the ARO atbased on the expirationexpected economic useful life of the nuclear power plant's current license, settlement based on an extended license term and expected remediation dates.plants (including the likelihood that the facilities will be deactivated before the end of their estimated useful lives). The fair value of an ARO is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying value of the long-lived asset and are depreciated over the life of the related asset.

Conditional retirement obligations associated with tangible long-lived assets are recognized at fair value in the period in which they are incurred if a reasonable estimate can be made, even though there may be uncertainty about timing or method of settlement. When settlement is conditional on a future event occurring, it is reflected in the measurement of the liability, not the timing of the liability recognition.

AROs as of December 31, 2014,2017, are described further in Note 13, Asset14, "Asset Retirement Obligations."
ASSET IMPAIRMENTS

Long-lived AssetsIncome Taxes
FirstEnergy records income taxes in accordance with the liability method of accounting. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recognized for tax purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of the related property. Deferred income tax liabilities related to temporary tax and accounting basis differences

FirstEnergy reviews long-lived assets, including regulatory assets, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The recoverability of a long-lived asset is measured by comparing its carrying value to the sum of undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is greater than the undiscounted cash flows, an impairment exists and a loss is recognized for the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. FirstEnergy utilizes the income approach, based upon discounted cash flows to estimate fair value.


123104




and tax credit carryforward items are recognized at the statutory income tax rates in effect when the liabilities are expected to be paid. Deferred tax assets are recognized based on income tax rates expected to be in effect when they are settled.

FirstEnergy accounts for uncertainty in income taxes recognized in its financial statements. We account for uncertain income tax positions using a benefit recognition model with a two-step approach, a more-likely-than-not recognition criterion and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. FirstEnergy recognizes interest expense or income related to uncertain tax positions. That amount is computed by applying the applicable statutory interest rate to the difference between the tax position recognized and the amount previously taken or expected to be taken on the tax return. FirstEnergy includes net interest and penalties in the provision for income taxes. See Note 6, "Taxes," for additional information.

On October 9, 2013, MP sold its approximate 8% shareDecember 22, 2017, the President signed into law the Tax Act. Substantially all of Pleasantsthe provisions of the Tax Act are effective for taxable years beginning after December 31, 2017. The Tax Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the Code), including amendments which significantly change the taxation of business entities and includes specific provisions related to regulated public utilities including FirstEnergy’s regulated distribution and transmission subsidiaries. The more significant changes that impact FirstEnergy included in the Tax Act are the following:
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;
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.

The most significant change that impacts FirstEnergy in the current year is the reduction of the corporate federal income tax rate. Other provisions are not expected to have a significant impact on the financial statements, but may impact the effective tax rate in future years. Under US GAAP, specifically ASC Topic 740, Income Taxes, the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or December 22, 2017, for the Tax Act. ASC 740 also requires deferred tax assets and liabilities to be measured at its fair market valuethe enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of $73 million to AE Supply, and AE Supply sold its approximate 80% share of Harrison to MP at its book value of $1.2 billion. The transactionenactment, FirstEnergy’s deferred taxes were re-measured based upon the new tax rate, which resulted in AE Supply receivinga material decrease to FirstEnergy’s net considerationdeferred income tax liabilities. For FirstEnergy’s unregulated operations, the change in deferred taxes are recorded as an adjustment to FirstEnergy’s deferred income tax provision. FirstEnergy’s regulated entities recorded a corresponding net regulatory liability to the extent the change in deferred taxes would result in amounts previously collected from utility customers to be subject to refunds to such customers, generally through reductions in future rates. All other amounts were recorded as an adjustment to FirstEnergy’s regulated entities’ deferred income tax provision.

FirstEnergy has completed its assessment of $1.1 billionthe accounting for certain effects of the provisions in the Tax Act, and MP's assumptionas allowed under SEC Staff Accounting Bulletin 118 (SAB 118), has recorded provisional income tax amounts as of December 31, 2017 related to depreciation for which the impacts of the Tax Act could not be finalized, but for which a $73.5 million pollution control note.reasonable estimate could be determined. Under the new law, property acquired and placed into service after September 27, 2017, will be eligible for full expensing for all taxpayers other than regulated utilities. As a result, FirstEnergy will need to evaluate the contractual terms of its capital expenditures to determine eligibility for full expensing. As of December 31, 2017, FirstEnergy has not yet completed this analysis, but has recorded a reasonable estimate of the effects of these changes based on capital costs incurred prior to year-end. In connection withaddition, SAB 118 allows for a measurement period for companies to finalize the closing, inprovisional amounts recorded as of December 31, 2017. FirstEnergy expects to record any final adjustments to the provisional amounts by the fourth quarter of 2013, MP recorded2018, which could result in a pre-tax impairment chargematerial impact to FirstEnergy’s income tax provision or financial position.

FirstEnergy’s assessment of approximately $322 million to reduceaccounting for the net book valueTax Act are based upon management’s current understanding of the Harrison Power StationTax Act. However, it is expected that further guidance will be issued during 2018, which may result in adjustments that could have a material impact to the amount that was permitted to be included in jurisdictional rate base. Additionally, MP recognized a regulatory liability of approximately $23 million in the fourth quarter of 2013 representing refunds to customers associated with the excess purchase price received by MP above the net book value of MP's minority interest in the Pleasants Power Station. The impairment charge is included within theFirstEnergy’s future results of the Regulated Distribution segment.operations, cash flows, or financial position.

On July 8, 2013, officers of FirstEnergy and AE Supply committed to deactivating the Hatfield's Ferry, generating Units 1-3, and Mitchell, generating units 2-3. As a result of this decision,the Tax Act, FirstEnergy recognized a non-cash charge to income tax expense of $1.2 billion (FES - $1.1 billion) and resulted in excess deferred taxes of $2.3 billion for the second quarterregulated businesses, of 2013, FirstEnergywhich the revenue impact was recorded as a pre-tax impairment of approximately $473 million to continuing operations, which also includes pre-tax impairments of $13 million related to excessive inventory at these facilities. The impairment charge is included within the results of the CES segment. On October 9, 2013, Hatfield's Ferry Units 1-3 and Mitchell Units 2-3 were deactivated.regulatory liability. These adjustments had no impact on our 2017 cash flows.

Goodwill

In a business combination, the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. FirstEnergy evaluates goodwill for impairment annually on July 31 and more frequently if indicators of impairment arise. In evaluating goodwill for impairment, FirstEnergy assesses qualitative factors to determine whether it is more likely than not (that is, likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying value (including goodwill). If FirstEnergy concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing is required. However, if FirstEnergy concludes that it is more likely than not that the fair value


105




of a reporting unit is less than its carrying value or bypasses the qualitative assessment, then the two-step quantitative goodwill impairment test is performed to identify a potential goodwill impairment and measure the amount of impairment to be recognized, if any.

As of July 31, 2017, FirstEnergy performed a qualitative assessment of the Regulated Distribution and Regulated Transmission reporting units' goodwill, assessing economic, industry and market considerations in addition to the reporting units' overall financial performance. Key factors used in the assessment include: growth rates, interest rates, expected capital expenditures, utility sector market performance and other market considerations. It was determined that the fair values of these reporting units were, more likely than not, greater than their carrying value and a quantitative analysis was not necessary.

See Note 2, "Asset Sales and Impairments," for further discussion of CES goodwill impairment charge recognized in 2016.

NEW ACCOUNTING PRONOUNCEMENTS

ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" (Issued March 2016): ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also does not require liability accounting when an employer repurchases more of an employee’s shares for tax withholding purposes. FirstEnergy adopted ASU 2016-09 on January 1, 2017. Upon adoption, FirstEnergy elected to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings of approximately $6 million as of January 1, 2017. Additionally, FirstEnergy retrospectively applied the cash flow presentation requirement to present cash paid to tax authorities when shares are withheld to satisfy statutory tax withholding obligations as financing activities by reclassifying $12 million and $13 million from operating activities to financing activities in the 2016 and 2015 Consolidated Statements of Cash Flows, respectively.

ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments" (Issued August 2016): The standard is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the Consolidated Statements of Cash Flows, including the presentation of debt prepayment or debt extinguishment costs, all of which will be classified as financing activities. ASU 2016-15 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. FirstEnergy early adopted this ASU as of January 1, 2017. There was no impact to prior periods.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB was not adopted in 2017. Unless otherwise indicated, FirstEnergy is currently assessing the impact such guidance may have on its financial statements and disclosures, as well as the potential to early adopt where applicable. FirstEnergy has assessed other FASB issuances of new standards not described below and has not included these standards based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2014-09, "Revenue from Contracts with Customers" (Issued May 2014 and subsequently updated to address implementation questions): The new revenue recognition guidance: establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. FirstEnergy has evaluated its revenues and the new guidance will have limited impacts to current revenue recognition practices upon adoption on January 1, 2018. As part of the adoption, FirstEnergy elected to apply the new guidance on a modified retrospective basis. FirstEnergy will not record a cumulative adjustment to retained earnings for initially applying the new guidance as no revenue recognition differences were identified in the timing or amount of revenue. In addition, upon adoption, certain immaterial financial statement presentation changes will be implemented. FirstEnergy expects to disaggregate revenue by type of service in future revenue disclosures.

ASU 2016-01, "Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" (issued January 2016): ASU 2016-01 primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Upon adoption, January 1, 2018, FirstEnergy will recognize all gains and losses for equity securities in income with the exception of those that are accounted for under the equity method of accounting. The NDT’s equity portfolios of JCP&L, ME and PN will not be impacted as unrealized gains and losses will continue to be offset against regulatory assets or liabilities. As a result of adopting the standard, FirstEnergy and FES will record a cumulative effect adjustment to retained earnings of $115 million (pre-tax) on January 1, 2018 representing unrealized gains on equity securities that were previously recorded to AOCI.

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016)and ASU 2018-01,"Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842" (Issued January 2018): ASU 2016-02 will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. In addition, new qualitative and quantitative disclosures of the amounts, timing, and uncertainty of cash flows arising from leases will be required. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2018-01 (same effective date and transition requirements as ASU 2016-02) provides an optional transition practical expedient that, if elected, would not require an entity to reconsider its accounting for existing land easements that are not currently accounted for under the old leases standard. FirstEnergy does not plan to adopt these standards early. Lessors and lessees will be required to apply a modified retrospective transition approach, which requires adjusting the accounting for any leases existing at the beginning of the earliest comparative period presented in the adoption-period financial


106




statements. Any leases that expire before the initial application date will not require any accounting adjustment. FirstEnergy expects an increase in assets and liabilities, however, it is currently assessing the impact on its Consolidated Financial Statements. This assessment includes monitoring utility industry implementation guidance. FirstEnergy is in the process of conducting outreach activities across its business units and analyzing its lease population. In addition, it has begun implementation of a third-party software tool that will assist with the initial adoption and ongoing compliance.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument’s contractual life. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018.

ASU 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory" (issued October 2016): ASU 2016-16 eliminates the exception for all intra-entity sales of assets other than inventory, which allows companies to defer the tax effects of intra-entity asset transfers. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the intra-entity transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. FirstEnergy will not be impacted upon its adoption of this ASU on January 1, 2018.

ASU 2016-18, "Restricted Cash" (issued November 2016): ASU 2016-18 addresses the presentation of changes in restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is required to be applied retrospectively. In its first quarter 2018 Form 10-Q, FirstEnergy will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. In addition, FirstEnergy will disclose the nature of its restricted cash and restricted cash equivalent balances within the footnotes.

ASU 2017-01, "Business Combinations: Clarifying the Definition of a Business" (Issued January 2017): ASU 2017-01 assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The ASU will be applied prospectively to any transactions occurring within the period of adoption. FirstEnergy will not early adopt this standard.

ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (Issued March 2017): ASU 2017-07 requires entities to retrospectively (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. As a result of the retrospective presentation, FirstEnergy will reclassify approximately $62 million of non-service costs, excluding the annual mark-to-market, to Other Income/Expense related to the fiscal year 2017 within the 2018 financial statements. In addition, ASU 2017-07 requires service costs to be capitalized as appropriate and non-service costs to be charged to earnings. FirstEnergy will present non-service costs in the caption “Miscellaneous Income” with the exception of the annual mark-to-market adjustment which will be disclosed separately.

ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (Issued February 2018): ASU 2018-02 allows entities to reclassify from AOCI to retained earnings stranded tax effects resulting from the Tax Act. ASU 2018-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption of the ASU is permitted including adoption in any interim period. ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the income tax rate change resulting from the Tax Act is recognized. FirstEnergy did not adopt this ASU as of December 31, 2017.





107




FIRSTENERGY SOLUTIONS CORP.

MANAGEMENT’S NARRATIVE
ANALYSIS OF RESULTS OF OPERATIONS

FES provides energy-related products and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities, which are operated by FENOC. Prior to April 1, 2016, FES financially purchased the uncommitted output of AE Supply's generation facilities under a PSA. On December 21, 2015, FES agreed, under a PSA, to physically purchase all the output of AE Supply's generation facilities effective April 1, 2016. FES and AE Supply terminated the PSA effective April 1, 2017.

FES' revenues are derived primarily from sales to individual retail customers, sales to customers in the form of governmental aggregation programs, and participation in affiliated and non-affiliated POLR auctions. FES' sales are primarily concentrated in Ohio, Pennsylvania, Illinois, Michigan, New Jersey, and Maryland. The demand for electricity produced and sold by FES, along with the price of that electricity, is principally impacted by conditions in competitive power markets, global economic activity as well as economic activity and weather conditions in the Midwest and Mid-Atlantic regions of the United States.

FES is exposed to various market and financial risks, including the risk of price fluctuations in the wholesale power markets. Wholesale power prices may be impacted by the prices of other commodities, including coal and natural gas, and energy efficiency and DR programs, as well as regulatory and legislative actions, such as MATS among other factors. FES attempts to mitigate the market risk inherent in its energy position by economically hedging its exposure and continuously monitoring various risk measurement metrics to ensure compliance with its risk management policies.

Today, FES' competitive generation portfolio is comprised of more than 10,000 MWs of generation, primarily from coal, nuclear and natural gas and oil fuel sources. The assets are expected to generate approximately 40-45 million MWHs annually, with up to an additional five million MWHs available from purchased power agreements for wind, solar, FES' entitlement in OVEC.

On January 10, 2018, a fire damaged the scrubber, stack and other plant property and systems associated with Bruce Mansfield Units 1 and 2. Evaluation of the extent of the damage, which may be significant, to the scrubber, stack and other plant property and systems associated with Units 1 and 2 is underway and is expected to take several weeks. Unit 3, which had been off-line for maintenance, was unaffected by the fire. The affected plant property and systems are insured and management is working with the insurance carriers to complete the assessment. At this time management is unable to estimate the financial effect of the fire on Units 1 and 2.

In November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES. The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the fourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Although FES has access to a $500 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018, (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.

For additional information with respect to FES, please see the information contained under "Risk Factors," in Part I, Item 1A of this Form 10-K and in "FirstEnergy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations," under the following subheadings, which information is incorporated by reference herein: "FirstEnergy's Business," "Executive Summary,"


108




"Capital Resources and Liquidity," "Guarantees and Other Assurances," "Off-Balance Sheet Arrangements," "Market Risk Information," "Credit Risk," "New Accounting Pronouncements," and "Outlook."


Results of Operations

Operating results increased $3,064 million, in 2017 as compared to 2016, primarily due to lower asset impairment and plant exit costs, as further discussed below in Note 2, "Asset Sales and Impairments," and lower depreciation expense, partially offset by a charge to Income tax expense of $1,067 million as a result of the Tax Act, pre-tax charges of $225 million associated with estimated losses on long-term coal transportation contract disputes, as discussed in "Outlook - Environmental Matters," above, higher non-cash mark-to-market losses on commodity contract positions, lower capacity revenue, and the impact of lower contract sales.

Revenues

Total revenues decreased $1,300 million in 2017, as compared to 2016, primarily due to lower capacity auction prices, lower contract sales volumes at lower prices, and lower net gains on financially settled contracts.

The change in total revenues resulted from the following sources:
  For the Years Ended December 31  
Revenues by Type of Service 2017 2016 Decrease
  (In millions)
Contract Sales:      
Direct $735
 $812
 $(77)
Governmental Aggregation 396
 814
 (418)
Mass Market 127
 169
 (42)
POLR 504
 583
 (79)
Structured Sales 337
 440
 (103)
Total Contract Sales 2,099
 2,818
 (719)
Wholesale 899
 1,350
 (451)
Transmission 35
 70
 (35)
Other 65
 160
 (95)
Total Revenues $3,098
 $4,398
 $(1,300)

  For the Years Ended December 31  
MWH Sales by Channel 2017 2016 Decrease
  (In thousands)  
Contract Sales:      
Direct 15,157
 15,310
 (1.0)%
Governmental Aggregation 7,431
 13,730
 (45.9)%
Mass Market 1,867
 2,431
 (23.2)%
POLR 9,140
 9,969
 (8.3)%
Structured Sales 8,805
 11,004
 (20.0)%
Total Contract Sales 42,400
 52,444
 (19.2)%
Wholesale 13,639
 13,812
 (1.3)%
Total MWH Sales 56,039
 66,256
 (15.4)%



109




The following table summarizes the price and volume factors contributing to changes in revenues:
  Source of Change in Revenues
  Decrease
MWH Sales Channel: Sales Volumes Prices Gain on Settled Contracts Capacity Revenue Total
  (In millions)
Direct $(8) $(69) $
 $
 $(77)
Governmental Aggregation (373) (45) 
 
 (418)
Mass Market (40) (2) 
 
 (42)
POLR (49) (30) 
 
 (79)
Structured Sales (89) (14) 
 
 (103)
Wholesale (6) (6) (156) (283) (451)

Lower sales volumes in the Governmental Aggregation channel primarily reflects the termination of an FES customer contract in 2016. The Direct, Governmental Aggregation, and Mass Market customer base was approximately 900,000 as of December 31, 2017, compared to 1.1 million as of December 31, 2016. Although unit pricing was lower year-over-year in the Direct, Governmental Aggregation and Mass Market channels, the decrease was primarily attributable to lower capacity rates, as discussed below, which is a component of the retail price.

The decrease in POLR revenue of $79 million was primarily due to both lower volumes and lower unit prices. Structured revenue decreased $103 million, primarily due to the impact of lower market prices and lower structured transaction volumes.

Wholesale revenues decreased $451 million, primarily due to a decrease in capacity revenue from lower capacity auction prices and lower net gains on financially settled contracts.

Transmission revenue decreased $35 million, primarily due to lower congestion revenues associated with less volatile market conditions.

Other revenues decreased $95 million, primarily due to lower lease revenues from the expiration of a nuclear sale-leaseback agreement. FES earned lease revenue associated with the lessor equity interests it had purchased in sale-leaseback transactions, one of which expired in June 2017 and another in May 2016.
Operating Expenses

Total operating expenses decreased $7,631 million in 2017 as compared to 2016.

The following table summarizes the factors contributing to the changes in fuel and purchased power costs in 2017 compared with 2016:
  Source of Change
  Increase (Decrease)
Operating Expense Volumes Prices Loss on Settled Contracts Capacity Expense Total
  (In millions)
Fossil Fuel $(147) $7
 $(58) $
 $(198)
Nuclear Fuel 6
 11
 
 
 17
Affiliated Purchased Power (134) 23
 (312) 
 (423)
Non-affiliated Purchased Power (18) 9
 (114) (269) (392)

Fossil fuel costs decreased $198 million, primarily due to the absence of approximately $58 million in settlement and termination costs on coal contracts recognized in 2016, as well as lower generation associated with outages and economic dispatch of fossil units resulting from low wholesale spot market energy prices, as discussed above, partially offset by higher unit costs. Nuclear fuel costs increased $17 million, primarily due to higher generation at higher unit costs.

Affiliated purchased power costs decreased $423 million, primarily resulting from the termination of the AE Supply PSA, effective April 1, 2017, and the expiration of a nuclear sale-leaseback agreement.



110




Non-affiliated purchased power costs decreased $392 million due to lower capacity expense ($269 million), lower net losses on financially settled contracts ($114 million) and lower volumes ($18 million), partially offset by higher unit costs ($9 million). The decrease in capacity expense, which is a component of FES' retail price, was primarily the result of lower contract sales and lower capacity rates associated with FES' retail sales obligation. Lower volumes primarily resulted from lower contract sales, as discussed above.

Other operating expenses increased $237 million, in 2017 as compared to 2016, due to the following:
Charges of $225 million associated with estimated losses on long-term coal transportation contract disputes was recognized in 2017, as discussed in the "Outlook - Environmental Matters" above.
Nuclear operating and maintenance expenses increased $14 million, primarily as a result of higher employee benefit costs, partially offset by lower refueling outage costs.
Retirement benefit costs decreased $12 million.
Transmission expenses decreased $62million, primarily due to lower contract sales volumes.
Other operating expenses increased $72 million, primarily due to higher non-cash mark-to-market losses on commodity contract positions, partially offset by the absence of a termination charge associated with an FES Governmental Aggregation customer contract.

The Pension and OPEB mark-to-market adjustment decreased $24 million in 2017. The 2017 adjustment resulted primarily from a 50 bps decrease in the discount rate used to measure benefit obligations, partially offset by higher than expected asset returns.

Depreciation expense decreased $227 million, primarily due to a lower asset base resulting from asset impairments recognized in 2016.
General taxes decreased $30 million, primarily due to lower property taxes and reduced gross receipts taxes associated with lower retail sales volumes.
Impairment of assets and related charges decreased $6,591 million, primarily due to the absence of impairments recognized in 2016 related to goodwill and the competitive generation assets resulting primarily from the strategic review announced in November 2016, partially offset by the impairments recognized in 2017 related to the nuclear generating assets, as further discussed in Note 2, "Asset Sales and Impairments."

Other Expense

Total other expense decreased $16 million, in 2017 as compared to 2016, primarily due to lower OTTI on NDT investments.

Income Taxes (Benefits)

Absent the impact from the Tax Act, discussed above, FES’ 2017 effective tax rate on pre-tax losses for 2017 and 2016 was 36.8% and 35.4%, respectively. The change in the effective tax rate resulted primarily from the absence of 2016 charges, including $151 million of valuation allowances recorded against state and local deferred tax assets, that management believes, more likely than not, will not be realized, as well as the impairment of $23 million of goodwill, which was non-deductible for tax purposes.

Changes in Cash Position

Cash Flows From Operating Activities

FES' most significant sources of cash are derived from electric service provided by the sales of energy and related products and services. The most significant use of cash from operating activities is to buy electricity in the wholesale market and pay fuel suppliers, employees, tax authorities, lenders, and others for a wide range of material and services.

Net cash provided from operating activities was $727 million during 2017, $786 million during 2016 and $1,152 million during 2015. 

2017 compared with 2016

Cash flows from operations decreased $59 million in 2017 compared with 2016. The year-over-year change in cash from operations decreased primarily due to lower receipts resulting from a decrease in capacity revenue and contract sales and timing of working capital.



111




2016 compared with 2015

Cash flows from operations decreased $366 million in 2016 compared with 2015 due to the following:

a $138 million cash contribution to the qualified pension plan;
higher cash collateral postings primarily associated with higher margin requirements by counterparties due to FES' credit downgrading in 2016; partially offset by,
increased capacity revenues.

Cash Flows From Financing Activities

In 2017, cash used for financing activities was $166 million, compared to cash provided from financing activities of $56 million in 2016, and cash used for financing activities of $273 million in 2015. The following table summarizes new debt financing, redemptions, repayments, short-term borrowings and dividends:
  For the Years Ended December 31
Securities Issued or Redeemed / Repaid 2017 2016 2015
  (In millions)
New Issues  
  
  
PCRBs $
 $471
 $341
       
Redemptions / Repayments  
  
  
PCRBs $(158) $(484) $(316)
Senior secured notes (5) (23) (95)
  $(163) $(507) $(411)
       
Short-term borrowings (repayments), net $4
 $101
 $(126)
       
Common stock dividend payments $
 $
 $(70)

On March 1, 2017, FG retired $28 million of PCRBs at maturity.

On June 1, 2017, FG repurchased approximately $130 million of PCRBs, which were subject to a mandatory put on such date. FG is currently holding these PCRBs indefinitely.

Cash Flows From Investing Activities

Cash used for investing activities in 2017 principally represented cash used for property additions and nuclear fuel. The following table summarizes investing activities for 2017, 2016 and 2015:
  For the Years Ended December 31
Cash Used for Investing Activities 2017 2016 2015
  (In millions)
Property additions $275
 $546
 $627
Nuclear fuel 254
 232
 190
Proceeds from asset sales 
 (9) (13)
Investments 62
 56
 68
Other (29) 17
 7
  $562
 $842
 $879

2017 compared with 2016

Cash used for investing activity in 2017 decreased $280 million, compared to 2016, primarily due to lower property additions. Property additions decreased primarily due to lower capital expenditures related to outages and the Mansfield dewatering facility, which was substantially completed in 2016.



112




2016 compared with 2015

Cash used for investing activity in 2016 decreased $37 million, compared to 2015, primarily due to lower property additions, partially offset by an increase in nuclear fuel purchases. Property additions decreased due to the purchase of the non-affiliated leasehold interest in Perry Unit 1 during 2015. The increase in nuclear fuel was due to the scheduled Davis-Besse refueling and maintenance outage in 2016.

Market Risk Information

FES uses various market risk sensitive instruments, including derivative contracts, primarily to manage the risk of price and interest rate fluctuations. FirstEnergy’s Risk Policy Committee, comprised of members of senior management, provides general oversight for risk management activities throughout the company.

Commodity Price Risk

FES is exposed to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk Policy Committee is responsible for promoting the effective design and implementation of sound risk management programs and oversees compliance with corporate risk management policies and established risk management practice. FES uses a variety of derivative instruments for risk management purposes including forward contracts, options, futures contracts and swaps.

Sources of information for the valuation of commodity derivative assets and liabilities as of December 31, 2017, are summarized by year in the following table:
Source of Information-
Fair Value by Contract Year
 2018 2019 2020 2021 2022 Thereafter Total
  (In millions)
Other external sources(1)
 $12
 $
 $
 $
 $
 $
 $12
Prices based on models (2) 
 
 
 
 
 (2)
Total $10
 $
 $
 $
 $
 $
 $10

(1)
Primarily represents contracts based on broker and ICE quotes.

FES performs sensitivity analyses to estimate its exposure to the market risk of its commodity positions. Based on derivative contracts held as of December 31, 2017, an increase in commodity prices of 10% would decrease net income by approximately $4 million during the next twelve months.
Interest Rate Risk
FES’ exposure to fluctuations in market interest rates is reduced since a significant portion of its debt has fixed interest rates. The table below presents principal amounts and related weighted average interest rates by year of maturity for FES’ investment portfolio and debt obligations.
Comparison of Carrying Value to Fair Value
Year of Maturity 2018 2019 2020 2021 2022 There-after Total Fair Value
  (In millions)
Assets:                
Investments Other Than Cash and Cash Equivalents:                
Fixed Income $
 $
 $
 $
 $
 $970
 $970
 $970
Average interest rate % % % % % 3.9% 3.9%  
                 
Liabilities:                
Long-term Debt:                
Fixed rate $141
 $90
 $177
 $332
 $
 $2,086
 $2,826
 $1,478
Average interest rate 5.6% 3.0% 5.7% 6.1% % 4.4% 4.7%  
Variable rate $
 $9
 $
 $
 $
 $
 $9
 $9
Average interest rate % 1.1% % % % % 1.1%  



113




Equity Price Risk

NDT funds have been established to satisfy NG’s nuclear decommissioning obligations. Included in FES' NDT are fixed income, equities and short-term investments carried at market values of approximately $970 million, $810 million and $73 million, respectively, as of December 31, 2017, excluding $3 million of net receivables, payables and accrued income. A hypothetical 10% decrease in prices quoted by stock exchanges would result in a $81 million reduction in fair value as of December 31, 2017. NG recognizes in earnings the unrealized losses on AFS securities held in its NDT as OTTI. A decline in the value of FES' NDT or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2017, FES made no contributions to the NDTs.

Credit Risk

Credit risk is defined as the risk that a counterparty to a transaction will be unable to fulfill its contractual obligations. FES evaluates the credit standing of a prospective counterparty based on the prospective counterparty's financial condition. FES may impose specified collateral requirements and use standardized agreements that facilitate the netting of cash flows. FES monitors the financial conditions of existing counterparties on an ongoing basis. An independent risk management group oversees credit risk.

Wholesale Credit Risk

FES measures wholesale credit risk as the replacement cost for derivatives in power, natural gas, coal and emission allowances, adjusted for amounts owed to, or due from, counterparties for settled transactions. The replacement cost of open positions represents unrealized gains, net of any unrealized losses, where FES has a legally enforceable right of offset. FES monitors and manages the credit risk of wholesale marketing, risk management and energy transacting operations through credit policies and procedures, which include an established credit approval process, daily monitoring of counterparty credit limits, the use of credit mitigation measures such as margin, collateral and the use of master netting agreements. The majority of FES' energy contract counterparties maintain investment-grade credit ratings.

Retail Credit Risk

FES' principal retail credit risk exposure relates to its competitive electricity activities, which serve residential, commercial and industrial companies. Retail credit risk results when customers default on contractual obligations or fail to pay for service rendered. This risk represents the loss that may be incurred due to the nonpayment of customer accounts receivable balances, as well as the loss from the resale of energy previously committed to serve customers.

Retail credit risk is managed through established credit approval policies, monitoring customer exposures and the use of credit mitigation measures such as deposits in the form of LOCs, cash or prepayment arrangements.

Retail credit quality is affected by the economy and the ability of customers to manage through unfavorable economic cycles and other market changes. If the business environment were to be negatively affected by changes in economic or other market conditions, FES' retail credit risk may be adversely impacted.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 7A relating to market risk is set forth in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."


114




ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT REPORT

Management’s Responsibility for Financial Statements

The consolidated financial statements of FirstEnergy Corp. (Company) were prepared by management, who takes responsibility for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States and are consistent with other financial information appearing elsewhere in this report. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has expressed an unqualified opinion on the Company’s 2017 consolidated financial statements as stated in their audit report included herein. As discussed in Note 1 to the consolidated financial statements, FirstEnergy Corp. is engaged in a strategic review of its competitive operations and its wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity.

The Company’s internal auditors, who are responsible to the Audit Committee of the Company’s Board of Directors, review the results and performance of operating units within the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

The Company’s Audit Committee consists of five independent directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent auditors and the internal auditors; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Committee is directly responsible for appointing the Company’s independent registered public accounting firm and is charged with reviewing and approving all services performed for the Company by the independent registered public accounting firm and for reviewing and approving the related fees. The Committee reviews the independent registered public accounting firm’s report on internal quality control and reviews all relationships between the independent registered public accounting firm and the Company, in order to assess the independent registered public accounting firm’s independence. The Committee also reviews management’s programs to monitor compliance with the Company’s policies on business ethics and risk management. The Committee establishes procedures to receive and respond to complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and allows for the confidential, anonymous submission of concerns by employees. The Audit Committee held eight meetings in 2017.





115




MANAGEMENT REPORT

Management’s Responsibility for Financial Statements

The consolidated financial statements of FirstEnergy Solutions Corp. (Company) were prepared by management, who takes responsibility for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States and are consistent with other financial information appearing elsewhere in this report. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has expressed an unqualified opinion with explanatory going concern paragraph on the Company’s 2017 consolidated financial statements as stated in their audit report included herein.

The accompanying consolidated financial statements have been prepared assuming that FirstEnergy Solutions Corp. will continue as a going concern. As discussed in Note 1 to the financial statements, FirstEnergy Solutions Corp.’s current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

FirstEnergy Corp.’s internal auditors, who are responsible to the Audit Committee of FirstEnergy Corp.'s Board of Directors, review the results and performance of the Company for adequacy, effectiveness and reliability of accounting and reporting systems, as well as managerial and operating controls.

FirstEnergy’s Audit Committee consists of five independent directors whose duties include: consideration of the adequacy of the internal controls of the Company and the objectivity of financial reporting; inquiry into the number, extent, adequacy and validity of regular and special audits conducted by independent auditors and the internal auditors; and reporting to the Board of Directors the Committee’s findings and any recommendation for changes in scope, methods or procedures of the auditing functions. The Committee is directly responsible for appointing the Company’s independent registered public accounting firm and is charged with reviewing and approving all services performed for the Company by the independent registered public accounting firm and for reviewing and approving the related fees. The Committee reviews the independent registered public accounting firm’s report on internal quality control and reviews all relationships between the independent registered public accounting firm and the Company, in order to assess the independent registered public accounting firm’s independence. The Committee also reviews management’s programs to monitor compliance with the Company’s policies on business ethics and risk management. The Committee establishes procedures to receive and respond to complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and allows for the confidential, anonymous submission of concerns by employees. The Audit Committee held eight meetings in 2017.





116




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of FirstEnergy Corp.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of FirstEnergy Corp. and its subsidiaries as of December 31, 2017 and December 31, 2016, and the related consolidated statements of income (loss), comprehensive income (loss), common stockholders’ equity, and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, FirstEnergy Corp.'s wholly-owned subsidiary, FirstEnergy Solutions Corp. (FES), is facing challenging market conditions impacting FES' liquidity.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



117




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 20, 2018

We have served as the Company’s auditor since 2002.




118




Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors of FirstEnergy Solutions Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FirstEnergy Solutions Corp. and its subsidiaries as of December 31, 2017 and December 31, 2016 and the related statements of income (loss) and of comprehensive income (loss), of common stockholder’s equity (deficit), and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that FirstEnergy Solutions Corp. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, FirstEnergy Solutions Corp.’s current financial position and the challenging market conditions impacting liquidity raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidatedfinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 20, 2018

We have served as the Company's auditor since 2007.



119




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 
For the Years Ended December 31
(In millions) 2017 2016 2015
       
REVENUES:      
Regulated Distribution $9,734
 $9,629
 $9,625
Regulated Transmission 1,325
 1,144
 1,003
Unregulated businesses 2,958
 3,789
 4,398
Total revenues* 14,017
 14,562
 15,026
       
OPERATING EXPENSES:      
Fuel 1,383
 1,666
 1,855
Purchased power 3,194
 3,843
 4,423
Other operating expenses 4,232
 3,851
 3,740
Pension and OPEB mark-to-market adjustment 141
 147
 242
Provision for depreciation 1,138
 1,313
 1,282
Amortization of regulatory assets, net 308
 297
 172
General taxes 1,043
 1,042
 978
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Total operating expenses 13,845
 22,824
 12,734
       
OPERATING INCOME (LOSS) 172
 (8,262) 2,292
       
OTHER INCOME (EXPENSE):      
Investment income (loss) 98
 84
 (22)
Impairment of equity method investment (Note 1) 
 
 (362)
Interest expense (1,178) (1,157) (1,132)
Capitalized financing costs 79
 103
 117
Total other expense (1,001) (970) (1,399)
       
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (829) (9,232) 893
       
INCOME TAXES (BENEFITS) 895
 (3,055) 315
       
NET INCOME (LOSS) $(1,724) $(6,177) $578
       
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:      
Basic $(3.88) $(14.49) $1.37
Diluted $(3.88) $(14.49) $1.37
       
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:      
Basic 444
 426
 422
Diluted 444
 426
 424
       
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $1.44
 $1.44
 $1.44

*
Includes excise tax collections of $390 million, $406 million and $416 million in 2017, 2016 and 2015, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


120




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
NET INCOME (LOSS) $(1,724) $(6,177) $578
       
OTHER COMPREHENSIVE INCOME (LOSS):      
Pension and OPEB prior service costs (85) (59) (116)
Amortized losses on derivative hedges 10
 8
 5
Change in unrealized gain on available-for-sale securities 22
 55
 (11)
Other comprehensive income (loss) (53) 4
 (122)
Income taxes (benefits) on other comprehensive income (loss) (21) 1
 (47)
Other comprehensive income (loss), net of tax (32) 3
 (75)
       
COMPREHENSIVE INCOME (LOSS) $(1,756) $(6,174) $503

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.



121




FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2017
 December 31,
2016
ASSETS  
  
CURRENT ASSETS:  
  
Cash and cash equivalents $589
 $199
Receivables-  
  
Customers, net of allowance for uncollectible accounts of $51 in 2017 and $53 in 2016 1,463
 1,440
Other, net of allowance for uncollectible accounts of $1 in 2017 and 2016 191
 175
Materials and supplies, at average cost 463
 564
Derivatives 37
 140
Collateral 146
 176
Prepaid taxes and other 219
 256
  3,108
 2,950
PROPERTY, PLANT AND EQUIPMENT:  
  
In service 39,778
 43,767
Less — Accumulated provision for depreciation 11,925
 15,731
  27,853
 28,036
Construction work in progress 1,026
 1,351
  28,879
 29,387
INVESTMENTS:  
  
Nuclear plant decommissioning trusts 2,678
 2,514
Other 506
 512
  3,184
 3,026
     
ASSETS HELD FOR SALE (Note 2) 375
 
     
DEFERRED CHARGES AND OTHER ASSETS:  
  
Goodwill 5,618
 5,618
Regulatory assets 40
 1,014
Other 1,053
 1,153
  6,711
 7,785
  $42,257
 $43,148
LIABILITIES AND CAPITALIZATION  
  
CURRENT LIABILITIES:  
  
Currently payable long-term debt $1,082
 $1,685
Short-term borrowings 300
 2,675
Accounts payable 1,027
 1,043
Accrued taxes 571
 580
Accrued compensation and benefits 336
 363
Collateral 39
 42
Other 722
 738
  4,077
 7,126
CAPITALIZATION:  
  
Common stockholders’ equity-  
  
Common stock, $0.10 par value, authorized 700,000,000 and 490,000,000 shares - 445,334,111 and 442,344,218 shares outstanding as of December 31, 2017 and December 31, 2016, respectively 44
 44
Other paid-in capital 10,001
 10,555
Accumulated other comprehensive income 142
 174
Accumulated deficit (6,262) (4,532)
Total common stockholders' equity 3,925
 6,241
Long-term debt and other long-term obligations 21,115
 18,192
  25,040
 24,433
NONCURRENT LIABILITIES:  
  
Accumulated deferred income taxes 1,359
 3,765
Retirement benefits 3,975
 3,719
Regulatory liabilities 2,720
 157
Asset retirement obligations 2,515
 1,482
Deferred gain on sale and leaseback transaction 723
 757
Adverse power contract liability 130
 162
Other 1,718
 1,547
  13,140
 11,589
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

  $42,257
 $43,148

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


122




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

  Common Stock Other Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)
(In millions, except share amounts) Number of Shares Par Value   
Balance, January 1, 2015 421,102,570
 $42
 $9,847
 $246
 $2,285
Net income         578
Amortized gains on derivative hedges, net of $1 million of income taxes       4
  
Change in unrealized gain on investments, net of $4 million of income tax benefits       (7)  
Pensions and OPEB, net of $44 million of income tax benefits (Note 4)       (72)  
Stock-based compensation     45
    
Cash dividends declared on common stock 
 
 

   (607)
Stock Investment Plan and certain share-based benefit plans 2,457,827
   60
    
Balance, December 31, 2015 423,560,397
 42
 9,952
 171
 2,256
Net loss         (6,177)
Amortized gains on derivative hedges, net of $3 million of income taxes       5
  
Change in unrealized gain on investments, net of $21 million of income taxes       34
  
Pensions and OPEB, net of $23 million of income tax benefits (Note 4)       (36)  
Stock-based compensation     49
    
Cash dividends declared on common stock         (611)
Stock Investment Plan and certain share-based benefit plans 2,685,946
 

 56
 

 

Stock issuance (Note 12) 16,097,875
 2
 498
    
Balance, December 31, 2016 442,344,218
 44
 10,555
 174
 (4,532)
Net loss         (1,724)
Amortized gains on derivative hedges, net of $4 million of income taxes       6
  
Change in unrealized gain on investments, net of $7 million of income taxes       15
  
Pensions and OPEB, net of $32 million of income tax benefits (Note 4)       (53)  
Stock-based compensation     36
    
Cash dividends declared on common stock     (639)    
Stock Investment Plan and certain share-based benefit plans 2,989,893
   56
    
Reclass to liability awards (Note 5)
     (7)    
Share-based compensation accounting change (Note 1)
         (6)
Balance, December 31, 2017 445,334,111
 $44
 $10,001
 $142
 $(6,262)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.



123




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31
(In millions) 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net Income (loss) $(1,724) $(6,177) $578
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 1,700
 1,974
 1,826
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Investment impairments, including equity method investments 13
 21
 464
Pension and OPEB mark-to-market adjustment 141
 147
 242
Deferred income taxes and investment tax credits, net 839
 (3,063) 284
Deferred costs on sale leaseback transaction, net 49
 49
 48
Asset removal costs charged to income 22
 54
 55
Retirement benefits, net of payments 29
 64
 (20)
Unrealized (gain) loss on derivative transactions (Note 11) 81
 9
 (73)
Pension trust contributions 
 (382) (143)
Gain on sale of investment securities held in trusts (63) (50) (23)
Lease payments on sale and leaseback transaction (73) (120) (131)
Changes in current assets and liabilities-      
Receivables (39) (11) 184
Materials and supplies (6) 41
 (15)
Prepaid taxes and other 30
 27
 (10)
Accounts payable 72
 (37) (243)
Accrued taxes (9) 61
 29
Accrued compensation and benefits (27) 29
 5
Other current liabilities 20
 56
 69
Cash collateral, net 27
 (116) 140
Other 320
 142
 152
Net cash provided from operating activities 3,808
 3,383
 3,460
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
New Financing-      
Long-term debt 4,675
 1,976
 1,311
Short-term borrowings, net 
 975
 
Redemptions and Repayments-      
Long-term debt (2,291) (2,331) (879)
Short-term borrowings, net (2,375) 
 (91)
Common stock dividend payments (639) (611) (607)
Other (72) (43) (26)
Net cash used for financing activities (702) (34) (292)
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions (2,587) (2,835) (2,704)
Nuclear fuel (254) (232) (190)
Proceeds from asset sales 388
 15
 20
Sales of investment securities held in trusts 2,170
 1,678
 1,534
Purchases of investment securities held in trusts (2,268) (1,789) (1,648)
Asset removal costs (172) (145) (142)
Other 7
 27
 8
Net cash used for investing activities (2,716) (3,281) (3,122)
       
Net change in cash and cash equivalents 390
 68
 46
Cash and cash equivalents at beginning of period 199
 131
 85
Cash and cash equivalents at end of period $589
 $199
 $131
       
SUPPLEMENTAL CASH FLOW INFORMATION:      
Non-cash transaction: stock contribution to pension plan $
 $500
 $
Cash paid (received) during the year -      
Interest (net of amounts capitalized) $1,039
 $1,050
 $1,028
Income taxes, net of refunds $53
 $(16) $37
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


124




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
STATEMENTS OF INCOME (LOSS)    
  
REVENUES:    
  
Electric sales to non-affiliates $2,667
 $3,779
 $4,151
Electric sales to affiliates 366
 459
 666
Other 65
 160
 188
Total revenues* 3,098
 4,398
 5,005
       
OPERATING EXPENSES:  
  
  
Fuel 599
 780
 871
Purchased power from affiliates 201
 624
 353
Purchased power from non-affiliates 628
 1,020
 1,684
Other operating expenses 1,514
 1,277
 1,308
Pension and OPEB mark-to-market adjustment 24
 48
 57
Provision for depreciation 109
 336
 324
General taxes 58
 88
 98
Impairment of assets and related charges (Note 2) 2,031
 8,622
 33
Total operating expenses 5,164
 12,795
 4,728
       
OPERATING INCOME (LOSS) (2,066) (8,397) 277
       
OTHER INCOME (EXPENSE):  
  
  
Investment income (loss) 94
 67
 (14)
Miscellaneous income 7
 7
 3
Interest expense — affiliates (19) (7) (7)
Interest expense — other (138) (147) (147)
Capitalized interest 26
 34
 35
Total other expense (30) (46) (130)
       
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (2,096) (8,443) 147
       
INCOME TAXES (BENEFITS) 295
 (2,988) 65
       
NET INCOME (LOSS) $(2,391) $(5,455) $82
       
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)      
       
NET INCOME (LOSS) $(2,391) $(5,455) $82
       
OTHER COMPREHENSIVE INCOME (LOSS):  
  
  
Pension and OPEB prior service costs (14) (14) (6)
Amortized gains on derivative hedges 2
 
 (3)
Change in unrealized gain on available-for-sale securities 30
 52
 (9)
Other comprehensive income (loss) 18
 38
 (18)
Income taxes (benefits) on other comprehensive income (loss) 6
 15
 (7)
Other comprehensive income (loss), net of tax 12
 23
 (11)
       
COMPREHENSIVE INCOME (LOSS) $(2,379) $(5,432) $71

*
Includes excise tax collections of $20 million, $28 million and $44 million in 2017, 2016 and 2015, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


125




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2017
 December 31,
2016
ASSETS  
  
CURRENT ASSETS:  
  
Cash and cash equivalents $1

$2
Receivables-  
  
Customers, net of allowance for uncollectible accounts of $2 in 2017 and $5 in 2016 181

213
Affiliated companies 224

452
Other 21

27
Notes receivable from affiliated companies 

29
Materials and supplies 183

267
Derivatives 34

137
Collateral 130
 157
Prepaid taxes and other 22

63
  796

1,347
PROPERTY, PLANT AND EQUIPMENT:  
  
In service 2,495

7,057
Less — Accumulated provision for depreciation 1,823

5,929
  672

1,128
Construction work in progress 22

427
  694

1,555
INVESTMENTS:  
  
Nuclear plant decommissioning trusts 1,856

1,552
Other 9

10
  1,865

1,562
     
DEFERRED CHARGES AND OTHER ASSETS:  
  
Accumulated deferred income taxes 1,754
 2,279
Property taxes 25

40
Derivatives 

77
Other 380

381
  2,159

2,777
  $5,514

$7,241
LIABILITIES AND CAPITALIZATION  
  
CURRENT LIABILITIES:  
  
Currently payable long-term debt $524

$179
Short-term borrowings - affiliated companies 105
 101
Accounts payable-  
  
Affiliated companies 255

550
Other 105

110
Accrued taxes 72

143
Derivatives 24

77
Other 169

156
  1,254

1,316
CAPITALIZATION:  
  
Common stockholder's equity (deficit) -  
  
Common stock, without par value, authorized 750 shares - 7 shares outstanding as of
December 31, 2017 and 2016
 3,749
 3,658
Accumulated other comprehensive income 81
 69
Accumulated deficit (5,900) (3,509)
Total common stockholder's equity (deficit) (2,070)
218
Long-term debt and other long-term obligations 2,299

2,813
  229

3,031
NONCURRENT LIABILITIES:  
  
Deferred gain on sale and leaseback transaction 723

757
Retirement benefits 153

197
Asset retirement obligations 1,945

901
Other 1,210

1,039
  4,031

2,894
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

  $5,514

$7,241

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


126




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY (DEFICIT)
  Common Stock Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)
(In millions, except share amounts) Number of Shares Carrying Value  
Balance, January 1, 2015 7
 $3,594
 $57
 $1,934
Net income       82
Amortized loss on derivative hedges, net of $1 million of income tax benefits     (2)  
Change in unrealized gain on investments, net of $4 million of income tax benefits     (5)  
Pension and OPEB, net of $2 million of income tax benefits (Note 4)     (4)  
Stock-based compensation   10
    
Consolidated tax benefit allocation   9
    
Cash dividends declared on common stock       (70)
Balance, December 31, 2015 7
 3,613
 46
 1,946
Net loss       (5,455)
Change in unrealized gain on investments, net of $20 million of income taxes     32
  
Pension and OPEB, net of $5 of income tax benefits
(Note 4)
     (9)  
Inter-company asset transfer (Note 14)   28
    
Stock-based compensation   9
    
Consolidated tax benefit allocation   8
    
Balance, December 31, 2016 7
 3,658
 69
 (3,509)
Net loss       (2,391)
Amortized gain on derivative hedges, net of $1 million of income taxes     1
  
Change in unrealized gain on investments, net of $10 of income taxes     20
  
Pension and OPEB, net of $5 of income tax benefits
(Note 4)
     (9)  
Inter-company asset transfer (Note 14)   73
    
Stock-based compensation   3
    
Consolidated tax benefit allocation   18
    
Reclass to liability awards (Note 5)   (3)    
Balance, December 31, 2017 7
 $3,749
 $81
 $(5,900)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.




127




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31
(In millions) 2017 2016 2015
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net Income (loss) $(2,391) $(5,455) $82
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Depreciation and amortization, including nuclear fuel, intangible assets and deferred debt-related costs 333
 633
 579
Investment impairments 13
 19
 90
Pension and OPEB mark-to-market adjustment 24
 48
 57
Deferred income taxes and investment tax credits, net 455
 (2,920) 119
Deferred costs on sale and leaseback transaction, net 49
 49
 48
Impairment of assets and related charges (Note 2) 2,031
 8,622
 33
Pension trust contribution 
 (138) 
Gain on investment securities held in trusts (62) (48) (24)
Unrealized (gain) loss on derivative transactions (Note 11) 78
 9
 (74)
Lease payments on sale and leaseback transaction (73) (120) (131)
Change in current assets and liabilities-      
Receivables 282
 89
 277
Materials and supplies (24) 26
 (25)
Prepaid taxes and other 43
 (8) 14
Accounts payable (167) (30) (76)
Accrued taxes (71) 76
 (26)
Other current liabilities 
 15
 43
Cash collateral, net 27
 (87) 159
Other 180
 6
 7
Net cash provided from operating activities 727
 786
 1,152
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
New financing-      
Long-term debt 
 471
 341
Short-term borrowings, net 4
 101
 
Redemptions and repayments-      
Long-term debt (163) (507) (411)
Short-term borrowings, net 
 
 (126)
Common stock dividend payments 
 
 (70)
Other (7) (9) (7)
Net cash (used for) provided from financing activities (166) 56
 (273)
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions (275) (546) (627)
Nuclear fuel (254) (232) (190)
Proceeds from asset sales 
 9
 13
Sales of investment securities held in trusts 940
 717
 733
Purchases of investment securities held in trusts (999) (783) (791)
Cash investments (3) 10
 (10)
Loans to affiliated companies, net 29
 (18) (11)
Other 
 1
 4
Net cash used for investing activities (562) (842) (879)
       
Net change in cash and cash equivalents (1) 
 
Cash and cash equivalents at beginning of period 2
 2
 2
Cash and cash equivalents at end of period $1
 $2
 $2
       
SUPPLEMENTAL CASH FLOW INFORMATION:      
Cash paid (received) during the year -      
Interest (net of amounts capitalized) $128
 $111
 $114
Income taxes received, net of payments $(152) $(193) $(5)
Non-cash transaction: Affiliated net asset transfer (Note 14) $73
 $28
 $

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.


128




FIRSTENERGY CORP. AND SUBSIDIARIES

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note
Number
 
Page
Number
   
   
2Asset Sales and Impairments
   
3Accumulated Other Comprehensive Income
   
4
   
5Stock-Based Compensation Plans
   
6Taxes
   
7Leases
   
8Intangible Assets
   
9Variable Interest Entities
   
10Fair Value Measurements
   
11Derivative Instruments
   
12Capitalization
   
13Short-Term Borrowings and Bank Lines of Credit
   
14Asset Retirement Obligations
   
15Regulatory Matters
   
16Commitments, Guarantees and Contingencies
   
17Transactions with Affiliated Companies
   
18Supplemental Guarantor Information
   
19Segment Information
   
20Summary of Quarterly Financial Data (Unaudited)
   
21Subsequent Events



129




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Unless otherwise indicated, defined terms and abbreviations used herein have the meanings set forth in the accompanying Glossary of Terms.

FE was incorporated under Ohio law in 1996. FE’s principal business is the holding, directly or indirectly, of all of the outstanding equity of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), JCP&L, ME, PN, FESC, FES and its principal subsidiaries (FG and NG), AE Supply, MP, PE, WP, FET and its principal subsidiaries (ATSI, MAIT and TrAIL), and AESC. In addition, FE holds all of the outstanding equity of other direct subsidiaries including: FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., GPU Nuclear, Inc. and Allegheny Ventures, Inc.

FE and its subsidiaries are principally involved in the generation, transmission and distribution of electricity. FirstEnergy’s ten utility operating companies comprise one of the nation’s largest investor-owned electric systems, based on serving over six million customers in the Midwest and Mid-Atlantic regions. Its regulated and unregulated generation subsidiaries control over 16,000MWs of capacity from a diverse mix of non-emitting nuclear, scrubbed coal, natural gas, hydroelectric and other renewables. FirstEnergy’s transmission operations include approximately 24,500miles of lines and two regional transmission operation centers.
FES, a subsidiary of FE, was incorporated under Ohio law in 1997. FES provides energy-related products and services to retail and wholesale customers. FES also owns and operates, through its FG subsidiary, fossil generating facilities and owns, through its NG subsidiary, nuclear generating facilities, which are operated by FENOC. On December 21, 2015, FES agreed, under a PSA, to physically purchase all the output of AE Supply's generation facilities effective April 1, 2016. FES and AE Supply terminated the PSA effective on April 1, 2017. FES complies with the regulations, orders, policies and practices prescribed by the SEC, FERC, NRC and applicable state regulatory authorities.

FE and its subsidiaries follow GAAP and comply with the related regulations, orders, policies and practices prescribed by the SEC, FERC, and, as applicable, the NRC, the PUCO, the PPUC, the MDPSC, the NYPSC, the WVPSC, the VSCC and the NJBPU. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. The reported results of operations are not necessarily indicative of results of operations for any future period. FE and its subsidiaries have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

FE and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation as appropriate. FE and its subsidiaries consolidate a VIE when it is determined that it is the primary beneficiary (see Note 9, "Variable Interest Entities"). Investments in affiliates over which FE and its subsidiaries have the ability to exercise significant influence, but do not have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage of FE's ownership share of the entity’s earnings is reported in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). These Notes to Consolidated Financial Statements are combined for FirstEnergy and FES.

Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of $30 million and $105 million of deferred purchased power and fuel costs previously included in Purchased power to Amortization of regulatory assets, net, for the years ended December 31, 2016 and 2015, respectively.

Strategic Review of Competitive Operations

FirstEnergy’s strategy is to be a fully regulated utility company, focusing on stable and predictable earnings and cash flow from its regulated business units - Regulated Distribution and Regulated Transmission. The Company continues to focus on its regulated growth strategy and in November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation at CES, which is primarily comprised of the operations of FES and AE Supply.

In connection with this strategic review, AE Supply and AGC entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply’s interest in the Buchanan Generating facility and approximately 59% of AGC’s interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the natural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply’s interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

Additionally, on March 6, 2017, AE Supply and MP entered into an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, resulting from an RFP issued by MP to address its generation


130




shortfall. On January 12, 2018, FERC issued an order denying authorization for the transaction, holding that MP and AE Supply did not demonstrate the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. On January 26, 2018, the WVPSC approved the transfer of the Pleasants Power Station, subject to certain conditions as further described in Note 15, "Regulatory Matters - West Virginia," below, which included MP assuming significant commodity risk. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement and on February 16, 2018, AE Supply announced its intent to exit operations of the Pleasants Power Station by January 1, 2019, through either sale or deactivation, which resulted in a pre-tax impairment charge of $120 million.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements to satisfy and discharge approximately $305 million of currently outstanding senior notes, as well as its $142 million of pollution control notes and AGC's $100 million senior notes, which are expected to require the payment of “make-whole” premiums currently estimated to be approximately $95 million based on current interest rates. For additional information see Note 2, "Asset Sales and Impairments."

The strategic options to exit the remaining portion of the CES portfolio, which is primarily at FES, are limited. The credit quality of FES, including its unsecured debt rating of Ca at Moody’s, C at S&P, and C at Fitch and the negative outlook from Moody’s and S&P, has challenged its ability to consummate asset sales. Furthermore, the inability to obtain legislative support under the Department of Energy’s recent NOPR, which was rejected by FERC, limits FES’ strategic options to plant deactivations, restructuring its debt and other financial obligations with its creditors, and/or to seek protection under U.S. bankruptcy laws.

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the fourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."

Going Concern at FES

Although FES has access to a $500 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit rating and the current forward wholesale pricing environment present significant challenges to FES. As previously disclosed, FES has $515 million of maturing debt in 2018 (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. Based on FES' current senior unsecured debt rating, capital structure and long-term cash flow projections, the debt maturities are unlikely to be refinanced. Although management continues to explore cost reductions and other options to improve cash flow, these obligations and their impact to liquidity raise substantial doubt about FES’ ability to meet its obligations as they come due over the next twelve months and, as such, its ability to continue as a going concern.
ACCOUNTING FOR THE EFFECTS OF REGULATION

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities, AGC, ATSI, MAIT and TrAIL since their rates are established by a third-party regulator with the authority to set rates that bind customers, are cost-based and can be charged to and collected from customers.

FirstEnergy records regulatory assets and liabilities that result from the regulated rate-making process that would not be recorded under GAAP for non-regulated entities. These assets and liabilities are amortized in the Consolidated Statements of Income (Loss) concurrent with the recovery or refund through customer rates. FirstEnergy believes that it is probable that its regulatory assets and liabilities will be recovered and settled, respectively, through future rates. FirstEnergy and the Utilities net their regulatory assets and liabilities based on federal and state jurisdictions.

As a result of the Tax Act, FirstEnergy adjusted its net deferred tax liabilities at December 31, 2017, for the reduction in the corporate income tax rate from 35% to 21%. For the portions of FirstEnergy’s business that apply regulatory accounting, the impact of reducing the net deferred tax liabilities was offset with a regulatory liability, as appropriate, for amounts expected to be refunded to rate payers in future rates, with the remainder recorded to deferred income tax expense.


131




The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 2017 and December 31, 2016, and the changes during the year ended December 31, 2017:

Net Regulatory Assets (Liabilities) by Source December 31,
2017
 December 31,
2016
 
Increase
(Decrease)
  (In millions)
Regulatory transition costs $46
 $90
 $(44)
Customer receivables (payables) for future income taxes (2,765) 468
 (3,233)
Nuclear decommissioning and spent fuel disposal costs (323) (304) (19)
Asset removal costs (774) (770) (4)
Deferred transmission costs 187
 122
 65
Deferred generation costs 198
 331
 (133)
Deferred distribution costs 258
 296
 (38)
Contract valuations 118
 153
 (35)
Storm-related costs 329
 397
 (68)
Other 46
 74
 (28)
Net Regulatory Assets (Liabilities) included on the Consolidated Balance Sheets $(2,680) $857
 $(3,537)

Regulatory assets that do not earn a current return totaled approximately $7 million and $153 million as of December 31, 2017 and 2016, respectively, primarily related to storm damage costs, and are currently being recovered through rates.
REVENUES AND RECEIVABLES

Electric revenues are recorded based on energy delivered through the end of the calendar month. An estimate of unbilled revenues is calculated to recognize electric service provided from the last meter reading through the end of the month. This estimate includes many factors, among which are historical customer usage, load profiles, estimated weather impacts, customer shopping activity and prices in effect for each class of customer. In each accounting period, FirstEnergy accrues the estimated unbilled amount as revenue and reverses the related prior period estimate.

Receivables from customers include retail electric sales and distribution deliveries to residential, commercial and industrial customers for the Utilities, and retail and wholesale sales to customers for FES. There was no material concentration of receivables as of December 31, 2017 and 2016 with respect to any particular segment of FirstEnergy’s customers. Billed and unbilled customer receivables as of December 31, 2017 and 2016 are included below.
Customer Receivables FirstEnergy FES
  (In millions)
December 31, 2017    
Billed $860
 $106
Unbilled 603
 75
Total $1,463
 $181
     
December 31, 2016    
Billed $833
 $123
Unbilled 607
 90
Total $1,440
 $213
EARNINGS (LOSS) PER SHARE OF COMMON STOCK

Basic earnings per share of common stock are computed using the weighted average number of common shares outstanding during the relevant period as the denominator. The denominator for diluted earnings per share of common stock reflects the weighted average of common shares outstanding plus the potential additional common shares that could result if dilutive securities and other agreements to issue common stock were exercised. As discussed below in "New Accounting Pronouncements," FirstEnergy adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," beginning January 1, 2017. For the year ended December 31, 2017, there were no material impacts to the basic or diluted earnings per share due to the new standard.



132




Reconciliation of Basic and Diluted Earnings (Loss) per Share of Common Stock 2017 2016 2015
  (In millions, except per share amounts)
       
Net income (loss) $(1,724) $(6,177) $578
       
Weighted average number of basic shares outstanding 444
 426
 422
Assumed exercise of dilutive stock options and awards(1)
 
 
 2
Weighted average number of diluted shares outstanding 444
 426
 424
       
Basic earnings (loss) per share of common stock $(3.88) $(14.49) $1.37
Diluted earnings (loss) per share of common stock $(3.88) $(14.49) $1.37

(1)
For the years ended December 31, 2017, 2016 and 2015, approximately three million, three million and one million shares were excluded from the calculation of diluted shares outstanding, respectively, as their inclusion would be antidilutive, and in the case of 2016 and 2017, a result of the net loss for the period.
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment reflects original cost (net of any impairments recognized), including payroll and related costs such as taxes, employee benefits, administrative and general costs, and interest costs incurred to place the assets in service. The costs of normal maintenance, repairs and minor replacements are expensed as incurred. FirstEnergy recognizes liabilities for planned major maintenance projects as they are incurred. The cost of nuclear fuel is capitalized within the CES segment's Property, plant and equipment and charged to fuel expense using the specific identification method. Property, plant and equipment balances by segment as of December 31, 2017 and 2016 were as follows:
  December 31, 2017
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total PP&E
  (In millions)
Regulated Distribution $25,950
 $(7,503) $18,447
 $469
 $18,916
Regulated Transmission 10,102
 (2,055) 8,047
 480
 8,527
Competitive Energy Services(2)
 2,902
 (1,958) 944
 28
 972
Corporate/Other 824
 (409) 415
 49
 464
Total $39,778
 $(11,925) $27,853
 $1,026
 $28,879

  December 31, 2016
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total PP&E
  (In millions)
Regulated Distribution $24,979
 $(7,169) $17,810
 $472
 $18,282
Regulated Transmission 9,342
 (1,948) 7,394
 383
 7,777
Competitive Energy Services(2)
 8,680
 (6,267) 2,413
 453
 2,866
Corporate/Other 766
 (347) 419
 43
 462
Total $43,767
 $(15,731) $28,036
 $1,351
 $29,387

(1) Includes capital leases of $238 million and $244 million at December 31, 2017 and 2016, respectively.
(2) Primarily consists of generating assets and nuclear fuel as discussed above. In 2017, FirstEnergy fully impaired the value of its nuclear generating assets and nuclear fuel.

The major classes of Property, plant and equipment are largely consistent with the segment disclosures above, with the exception of Regulated Distribution, which has approximately $2.1 billion of regulated generation property, plant and equipment.


133





Property, plant and equipment balances for FES as of December 31, 2017 and 2016 were as follows:
  December 31, 2017
Property, Plant and Equipment In Service Accum. Depr. Net Plant CWIP Total PP&E
  (In millions)
Fossil Generation $2,344
 $(1,743) $601
 $19
 $620
Other 151
 (80) 71
 3
 74
Total $2,495
 $(1,823) $672
 $22
 $694

  December 31, 2016
Property, Plant and Equipment In Service Accum. Depr. Net Plant CWIP Total PP&E
  (In millions)
Fossil Generation $2,212
 $(1,720) $492
 $63
 $555
Nuclear Generation 2,065
 (1,723) 342
 118
 460
Nuclear Fuel 2,637
 (2,418) 219
 241
 460
Other 143
 (68) 75
 5
 80
Total $7,057
 $(5,929) $1,128
 $427
 $1,555

FirstEnergy provides for depreciation on a straight-line basis at various rates over the estimated lives of property included in plant in service. The respective annual composite rates for FirstEnergy's and FES' electric plant in 2017, 2016 and 2015 are shown in the following table:
  Annual Composite Depreciation Rate
  2017 2016 2015
FirstEnergy 2.4% 2.5% 2.5%
FES 4.4% 3.3% 3.2%

During the third quarter of 2016, FirstEnergy recorded a reduction to depreciation expense of $21 million ($19 million prior to January 1, 2016) that related to prior periods. The out-of-period adjustment related to the utilization of an accelerated useful life for a component of a certain power station. Management determined this adjustment was not material to 2016 or any prior periods.

For the years ended December 31, 2017, 2016 and 2015, capitalized financing costs on FirstEnergy's Consolidated Statements of Income (Loss) include $35 million, $37 million and $49 million, respectively, of allowance for equity funds used during construction and $44 million, $66 million and $68 million, respectively, of capitalized interest.

For the years ended December 31, 2017, 2016 and 2015, capitalized financing costs on FES' Consolidated Statements of Income (Loss) includes $26 million, $34 million and $35 million, respectively, of capitalized interest.

Jointly Owned Plants

FE, through its subsidiary, AGC, owns an undivided 40% interest (1,200 MWs) in a 3,003 MW pumped storage, hydroelectric station in Bath County, Virginia, operated by the 60% owner, VEPCO, a non-affiliated utility. Net Property, plant and equipment includes $531 million representing AGC's share in this facility as of December 31, 2017 of which $365 million is unregulated and included within the CES segment. AGC is obligated to pay its share of the costs of this jointly-owned facility in the same proportion as its ownership interest using its own financing. AGC's share of direct expenses of the joint plant is included in FE's operating expenses on the Consolidated Statements of Income (Loss). Approximately 59% of AGC is owned by AE Supply and approximately 41% by MP. As part of FE's strategic review of its competitive operations, on January 18, 2017, AGC entered into an asset purchase agreement (which was subsequently amended and restated) with a subsidiary of LS Power to sell AE Supply's indirect interest (23.75%) in Bath County, as discussed in Note 2, "Asset Sales and Impairments."

Asset Retirement Obligations

FE recognizes an ARO for the future decommissioning of its nuclear power plants and future remediation of other environmental liabilities associated with all of its long-lived assets. The ARO liability represents an estimate of the fair value of FE's current obligation related to nuclear decommissioning and the retirement or remediation of environmental liabilities of other assets. A fair value measurement inherently involves uncertainty in the amount and timing of settlement of the liability. FE uses an expected cash flow approach to measure the fair value of the nuclear decommissioning and environmental remediation ARO, considering the expected


134




timing of settlement of the ARO based on the expected economic useful life of the plants (including the likelihood that the facilities will be deactivated before the end of their estimated useful lives). The fair value of an ARO is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying value of the long-lived asset and are depreciated over the life of the related asset.

Conditional retirement obligations associated with tangible long-lived assets are recognized at fair value in the period in which they are incurred if a reasonable estimate can be made, even though there may be uncertainty about timing or method of settlement. When settlement is conditional on a future event occurring, it is reflected in the measurement of the liability, not the timing of the liability recognition.

AROs as of December 31, 2017, are described further in Note 14, "Asset Retirement Obligations."

Asset Impairments

FirstEnergy evaluates long-lived assets classified as held and used for impairment when events or changes in circumstances indicate the carrying value of the long-lived assets may not be recoverable. First, the estimated undiscounted future cash flows attributable to the assets is compared with the carrying value of the assets. If the carrying value is greater than the undiscounted future cash flows, an impairment charge is recognized equal to the amount the carrying value of the assets exceeds its estimated fair value.

See Note 2, "Asset Sales and Impairments," for long-lived asset impairments recognized in 2017 and 2016.
GOODWILL

In a business combination, the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. FirstEnergy's reporting units are consistent with its reportable segments and consist of Regulated Distribution, Regulated Transmission, and CES. The following table presents goodwill by reporting unit:unit for the year ended December 31, 2017:
Goodwill Regulated Distribution Regulated Transmission Competitive Energy Services Consolidated Regulated Distribution Regulated Transmission Consolidated
 (In millions)       (In millions)
Balance as of December 31, 2014 $5,092
 $526
 $800
 $6,418
Balance as of December 31, 2017 $5,004
 $614
 $5,618

There were no changes inFirstEnergy tests goodwill for any reporting unit during 2014. As of December 31, 2014 and 2013, total goodwill recognized by FES was $23 million. Neither FirstEnergy nor FES has accumulated impairment charges as of December 31, 2014.

Annual impairment testing is conductedannually as of July 31 and considers more frequent testing if indicators of each year and for 2014, 2013 and 2012, the analysis indicated nopotential impairment arise.

As of goodwill.July 31, 2017, FirstEnergy performed a quantitativequalitative assessment for the Regulated Distribution, Regulated Transmission and CES reporting units as of July 31, 2014. The fair values for each of the reporting units were calculated using a discounted cash flow analysis and indicated no impairment of goodwill.

The fair value of the CES reporting unit exceeded its carrying value by approximately 10%, impacted by near term weak economic conditions and low energy and capacity prices. Key assumptions incorporated into the CES discounted cash flow analysis requiring significant management judgment included: discount rates, future energy and capacity pricing, projected operating income, capital expenditures, including the impact of pending carbon pollution and other environmental regulation, and terminal multiples. The July 31, 2014 assessment for this reporting unit included a discount rate of 8.5% and a terminal multiple of 7.0x earnings before, interest, taxes, depreciation, and amortization. Continued weak economic conditions, lower than forecasted power and capacity prices, and revised environmental requirements could have a negative impact on future goodwill assessments.

Key assumptions incorporated in the Regulated Distribution and Regulated Transmission discounted cash flow analysis requiring significant management judgment included: discount rates,reporting units' goodwill, assessing economic, industry and market considerations in addition to the reporting units' overall financial performance. Key factors used in the assessment include: growth rates, projected operating income, changes in working capital, projectedinterest rates, expected capital expenditures, projected fundingutility sector market performance and other market considerations. It was determined that the fair values of pension plans, expected results of future rate proceedings,these reporting units were, more likely than not, greater than their carrying value and terminal multiples.a quantitative analysis was not necessary.

See Note 2, "Asset Sales and Impairments," for goodwill impairment recognized in 2016 at CES.
INVESTMENTS

All temporary cash investments purchased with an initial maturity of three months or less are reported as cash equivalents on the Consolidated Balance Sheets at cost, which approximates their fair market value. Investments other than cash and cash equivalents include held-to-maturity securities and AFS securities.

At the end of each reporting period, FirstEnergy evaluates its investments for OTTI. Investments classified as AFS securities are evaluated to determine whether a decline in fair value below the cost basis is other than temporary. FirstEnergy first considers its intent and ability to hold an equity security until recovery and then considers, among other factors, the duration and the extent to which the security's fair value has been less than its cost and the near-term financial prospects of the security issuer when evaluating an investment for impairment. For debt securities, FirstEnergy considers its intent to hold the securities, the likelihood that it will be required to sell the securities before recovery of its cost basis and the likelihood of recovery of the securities' entire amortized cost basis. If the decline in fair value is determined to be other than temporary, the cost basis of the securities is written down to fair value.

Unrealized gains and losses on AFS securities are recognized in AOCI. However, unrealized losses held in the NDTs of FES OE and TE are recognized in earnings since the trust arrangements, as they are currently defined, do not meet the required ability and


124




intent to hold criteria in consideration of OTTI. The NDTs of JCP&L, ME and PN are subject to regulatory accounting with unrealized gains and losses offset against regulatory assets or liabilities. In 2014, 20132017, 2016 and 2012,2015, FirstEnergy recognized $37$13 million, $90$21 million


135




and $16$102 million, respectively, of OTTI. During the same periods, FES recognized OTTI of $33$13 million, $79$19 million and $14$90 million, respectively. The fair values of FirstEnergy’s investments are disclosed in Note 9, Fair10, "Fair Value Measurements."

The investment policy for the NDT funds restricts or limits the trusts' ability to hold certain types of assets including private or direct placements, warrants, securities of FirstEnergy, investments in companies owning nuclear power plants, financial derivatives, securities convertible into common stock and securities of the trust funds' custodian or managers and their parents or subsidiaries.

FirstEnergy 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. In 2015, Global Holding incurred losses primarily as a result of declines in coal prices due to weakening global and U.S. coal demand. Based on the significant decline in coal pricing and the outlook for the coal market, including the significant decline in the market capitalization of coal companies in 2015, FirstEnergy assessed the value of its investment in Global Holding and determined there was a decline in the fair value of the investment below its carrying value that was other than temporary, resulting in a pre-tax impairment charge of $362 million recognized in 2015.Key assumptions incorporated into the discounted cash flow analysis utilized in the impairment analysis included the discount rate, future long-term coal prices, production levels, sales forecasts, projected capital and operating costs. The impairment charge is classified as a component of Other Income (Expense) in the Consolidated Statement of Income (Loss). See Note 9, "Variable Interest Entities," for further discussion of FirstEnergy's investment in Global Holding.
INVENTORY

Materials and supplies inventory includes fuel inventory and the distribution, transmission and generation plant materials, net of reserve for excess and obsolete inventory. Materials are generally charged to inventory at weighted average cost when purchased and expensed or capitalized, as appropriate, when used or installed. Fuel inventory is accounted for at weighted average cost when purchased, and recorded to fuel expense when consumed.

See Note 2, "Asset Sales and Impairments," for inventory-related charges recognized in 2017.
NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Pronouncements

In May 2014,ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" (Issued March 2016): ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also does not require liability accounting when an employer repurchases more of an employee’s shares for tax withholding purposes. FirstEnergy adopted ASU 2016-09 on January 1, 2017. Upon adoption, FirstEnergy elected to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings of approximately $6 million as of January 1, 2017. Additionally, FirstEnergy retrospectively applied the cash flow presentation requirement to present cash paid to tax authorities when shares are withheld to satisfy statutory tax withholding obligations as financing activities by reclassifying $12 million and $13 million from operating activities to financing activities in the 2016 and 2015 Consolidated Statements of Cash Flows, respectively.

ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments" (Issued August 2016): The standard is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the Consolidated Statements of Cash Flows, including the presentation of debt prepayment or debt extinguishment costs, all of which will be classified as financing activities. ASU 2016-15 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. FirstEnergy early adopted this ASU as of January 1, 2017. There was no impact to prior periods.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB issued was not adopted in 2017. Unless otherwise indicated, FirstEnergy is currently assessing the impact such guidance may have on its financial statements and disclosures, as well as the potential to early adopt where applicable. FirstEnergy has assessed other FASB issuances of new standards not described below and has not included these standards based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2014-09, "Revenue from Contracts with Customers, requiring entitiesCustomers" (Issued May 2014 and subsequently updated to recognizeaddress implementation questions): The new revenue recognition guidance: establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. FirstEnergy has evaluated its revenues and the new guidance will have limited impacts to current revenue recognition practices upon adoption on January 1, 2018. As part of the adoption, FirstEnergy elected to apply the new guidance on a modified retrospective basis. FirstEnergy will not record a cumulative adjustment to retained earnings for initially applying the new guidance as no revenue recognition differences were identified in the timing or amount of revenue. In addition, upon adoption, certain immaterial financial statement presentation changes will be implemented. FirstEnergy expects to disaggregate revenue by applying a five-step modeltype of service in accordance with the core principle to depict the transferfuture revenue disclosures.

ASU 2016-01, "Financial Instruments-Overall: Recognition and Measurement of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition,Financial Assets and Financial Liabilities" (issued January 2016): ASU 2016-01 primarily affects the accounting for costs to obtain or fulfill a contract with a customer is specifiedequity investments, financial liabilities under the fair value option,


136




and the presentation and disclosure requirements for revenuefinancial instruments. Upon adoption, January 1, 2018, FirstEnergy will recognize all gains and losses for equity securities in income with the exception of those that are accounted for under the equity method of accounting. The NDT’s equity portfolios of JCP&L, ME and PN will not be impacted as unrealized gains and losses will continue to be offset against regulatory assets or liabilities. As a result of adopting the standard, FirstEnergy and FES will record a cumulative effect adjustment to retained earnings of $115 million (pre-tax) on January 1, 2018 representing unrealized gains on equity securities that were previously recorded to AOCI.

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016)and ASU 2018-01,"Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842" (Issued January 2018): ASU 2016-02 will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. In addition, new qualitative and quantitative disclosures of the amounts, timing, and uncertainty of cash flows arising from leases will be required. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2018-01 (same effective date and transition requirements as ASU 2016-02) provides an optional transition practical expedient that, if elected, would not require an entity to reconsider its accounting for existing land easements that are not currently accounted for under the old leases standard. FirstEnergy does not plan to adopt these standards early. Lessors and lessees will be required to apply a modified retrospective transition approach, which requires adjusting the accounting for any leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any leases that expire before the initial application date will not require any accounting adjustment. FirstEnergy expects an increase in assets and liabilities, however, it is currently assessing the impact on its Consolidated Financial Statements. This assessment includes monitoring utility industry implementation guidance. FirstEnergy is in the process of conducting outreach activities across its business units and analyzing its lease population. In addition, it has begun implementation of a third-party software tool that will assist with the initial adoption and ongoing compliance.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016): ASU 2016-13 removes all recognition are expanded. This standardthresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument’s contractual life. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2016, with no early2018.

ASU 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory" (issued October 2016): ASU 2016-16 eliminates the exception for all intra-entity sales of assets other than inventory, which allows companies to defer the tax effects of intra-entity asset transfers. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the intra-entity transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and shallthe modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. FirstEnergy will not be impacted upon its adoption of this ASU on January 1, 2018.

ASU 2016-18, "Restricted Cash" (issued November 2016): ASU 2016-18 addresses the presentation of changes in restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is required to be applied retrospectively. In its first quarter 2018 Form 10-Q, FirstEnergy will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. In addition, FirstEnergy will disclose the nature of its restricted cash and restricted cash equivalent balances within the footnotes.

ASU 2017-01, "Business Combinations: Clarifying the Definition of a Business" (Issued January 2017): ASU 2017-01 assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The ASU will be applied prospectively to any transactions occurring within the period of adoption. FirstEnergy will not early adopt this standard.

ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (Issued March 2017): ASU 2017-07 requires entities to retrospectively (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. As a result of the retrospective presentation, FirstEnergy will reclassify approximately $62 million of non-service costs, excluding the annual mark-to-market, to Other Income/Expense related to the fiscal year 2017 within the 2018 financial statements. In addition, ASU 2017-07 requires service costs to be capitalized as appropriate and non-service costs to be charged to earnings. FirstEnergy will present non-service costs in the caption “Miscellaneous Income” with the exception of the annual mark-to-market adjustment which will be disclosed separately.

ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (Issued February 2018): ASU 2018-02 allows entities to reclassify from AOCI to retained earnings stranded tax effects resulting from the Tax Act. ASU 2018-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption of the ASU is permitted including adoption in any interim period. ASU 2018-02 should be applied either in the period of


137




adoption or retrospectively to each period presented or as a cumulative-effect adjustment(or periods) in which the effect of the income tax rate change resulting from the Tax Act is recognized. FirstEnergy did not adopt this ASU as of December 31, 2017.
2. ASSET SALES AND IMPAIRMENTS

YEAR ENDED DECEMBER 31, 2017

Early Retirement of Nuclear Generating Assets

As previously disclosed, FirstEnergy announced a strategic review to exit commodity-exposed generation at CES, which included one or more of the following options:

legislative or regulatory solutions for generation assets that recognize their environmental or energy security benefits,
restructuring FES' debt with its creditors,
seeking protection under U.S. bankruptcy laws for FES and likely FENOC, and/or
asset sales and/or plant deactivations. 

As part of the strategic review, FES evaluated its options with respect to its nuclear power plants. Factors considered as part of this review included current and forecasted market conditions, such as wholesale power and capacity prices, legislative and regulatory solutions that recognize their environmental and energy security benefits, and many other factors, including the significant capital and operating costs associated with operating a safe and reliable nuclear fleet. Based on this analysis, given the weak power and capacity price environment and the lack of legislative and regulatory solutions achieved to date, FES concluded that it would be increasingly difficult to operate these facilities in this environment and absent significant change concluded that it was probable that the facilities would be either deactivated or sold before the end of adoption. their estimated useful lives. As a result, FES recorded a pre-tax charge of $2.0 billion in the fourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. The charges consisted of the following:
(In millions) Pre-tax charge
Nuclear generating asset  
  Beaver Valley $107
  Davis Besse 420
  Perry 124
Nuclear fuel 369
Materials and supplies 81
Asset retirement obligation 944
Total non-cash charges $2,045
   

The fair value analysis for the generating assets was based on the income approach, a discounted cash flow method, to determine the amount of the impairment. Key assumptions used in determining the pre-tax non-cash charge included forward power and capacity price projections, the expected economic useful life of the plants (including the likelihood that the facilities will be deactivated before the end of their estimated useful lives), the timing of decommissioning activities, and operating and capital costs, all of which are subject to a high degree of judgment and complexity.

In addition to these one-time non-cash impairment charges, there will be ongoing charges to earnings primarily related to ongoing capital and nuclear fuel spend, as well as additional ARO accretion expense.

Pleasants Power Station

On March 6, 2017, AE Supply and MP entered into an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, resulting from an RFP issued by MP to address its generation shortfall. On January 12, 2018, FERC issued an order denying authorization for the transaction, holding that MP and AE Supply did not demonstrate the sale was consistent with the public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. On January 26, 2018, the WVPSC approved the transfer of Pleasants, subject to certain conditions as further described below, which included MP assuming significant commodity risk. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement and on February 16, 2018, AE Supply announced its intent to exit operations of the Pleasants Power Station by January 1, 2019, through either sale or deactivation, which resulted in a pre-tax impairment charge of $120 million in the fourth quarter of 2017 to reduce the carrying value to $75 million.


138





Competitive Generation Asset Sale

FirstEnergy announced in January 2017 that AE Supply and AGC had entered into an asset purchase agreement with a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply's interest in the Buchanan Generating facility and approximately 59% of AGC's interest in Bath County (1,615 MWs of combined capacity) for an all-cash purchase price of $825 million, subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the sale of the natural gas generating plants with net proceeds, subject to post-closing adjustments, of approximately $388 million. The sale of AE Supply's interests in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceeds of $375 million and is anticipated to close in the first half of 2018, subject in each case to various customary and other closing conditions, including, without limitation, receipt of regulatory approvals.

As part of the closing of the natural gas generating plants, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC arising under the amended and restated purchase agreement.

With the sale of the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station or the sale or deactivation of the Pleasants Power Station, AE Supply is obligated under the amended and restated purchase agreement and AE Supply's applicable debt agreements to satisfy and discharge approximately $305 million of currently evaluatingoutstanding senior notes, as well as its $142 million of pollution control notes and AGC's $100 million senior notes, which are expected to require the payment of "make-whole" premiums currently estimated to be approximately $95 million based on current interest rates.

On October 20, 2017, the parties filed an application with the VSCC for approval of the sale of approximately 59% of AGC's interest in the Bath County hydroelectric power station. On December 12, 2017, FERC issued an order authorizing the partial transfer of the related hydroelectric license for Bath County under Part I of the FPA. In December 2017, AGC, AE Supply and MP filed with FERC and AGC and AE Supply filed with the VSCC, applications for approval of AGC redeeming AE Supply’s shares in AGC upon consummation of the Bath County transaction. On February 2, 2018, the VSCC issued an order finding that approval of the proposed stock redemption is not required, and on February 16, 2018, FERC issued an order authorizing the redemption. Upon the consummation of the redemption, AGC will become a wholly-owned subsidiary of MP.

On December 28, 2017, FERC issued an order authorizing the sale of BU Energy’s Buchanan interests. Additional filings have been submitted to FERC for the purpose of amending affected FERC-jurisdictional rates and implementing the transaction once the sales are consummated. There can be no assurance that all regulatory approvals will be obtained and/or all closing conditions will be satisfied or that the remaining transactions will be consummated.

As a result of the amended asset purchase agreement, CES recorded non-cash pre-tax impairment charges of $193 million in 2017, reflecting the $825 million purchase price as well as certain purchase price adjustments based on timing of the closing of the transaction.

Assets held for sale related to this transaction as of December 31, 2017, include property, plant and equipment (net of accumulated provision for depreciation) of $354 million, investments of $19 million, and materials and supplies inventory of $2 million.

Transmission Formula Rate Settlements

As described in Note 15, "Regulatory Matters," on October 13, 2017, MAIT and certain parties filed a settlement agreement with FERC, which is subject to a final order. As a result of the settlement agreement, MAIT recorded a pre-tax impairment charge of $13 million in the third quarter of 2017.

As described in Note 15, "Regulatory Matters," on December 21, 2017, JCP&L and certain parties filed a settlement agreement with FERC, which is subject to a final order. As a result of the settlement agreement, JCP&L recorded a pre-tax impairment charge of $28 million in the fourth quarter of 2017.

YEAR ENDED DECEMBER 31, 2016

Competitive Generation Deactivations and Other Exit Activities

On July 22, 2016, FirstEnergy and FES announced its intent to exit operations of the Bay Shore Unit 1 generating station (136 MWs) by October 1, 2020, through either sale or deactivation and to deactivate Units 1-4 of the W. H. Sammis generating station (720 MWs) by May 31, 2020. As a result, FirstEnergy recorded a non-cash pre-tax impairment charge of $647 million ($517 million - FES) in the second quarter of 2016. PJM and the Independent Market Monitor have approved the W.H. Sammis Units 1-4 and Bay Shore Unit 1 deactivations. In addition, FirstEnergy and FES recorded termination and settlement costs on fuel contracts of approximately $58 million (pre-tax) in the second quarter of 2016 resulting from plant retirements and deactivations, which is included in the caption of Fuel in the Consolidated Statement of Income (Loss).



139




As disclosed in Note 1, "Organization and Basis of Presentation," in November 2016, FirstEnergy announced a strategic review to exit its commodity-exposed generation as it transitions to a fully regulated utility.

As part of assessing the viability of strategic alternatives, FirstEnergy determined that the carrying value of long-lived assets of the competitive business were not recoverable, specifically given FirstEnergy’s target to implement its exit from competitive operations by mid-2018, significantly before the end of the original useful lives, and the anticipated cash flows over this shortened period. As a result, CES recorded a non-cash pre-tax impairment charge of $9,218 million ($8,082 million at FES) in the fourth quarter of 2016 to reduce the carrying value of certain assets to their estimated fair value, including long-lived assets, such as generating plants and nuclear fuel, as well as other assets, such as materials and supplies.

Key assumptions used in determining the impairment charges of long-lived assets included forward power price projections, the expected duration of ownership of the plants, environmental compliance costs and strategies, operating costs, and estimated sale proceeds. Those same cash flow assumptions, along with a discount rate were used to estimate the fair value of each plant. These assumptions are subject to a high degree of judgment and complexity. The fair value estimate of these long-lived assets was based on a combination of the income approach, which considers discounted cash flows, and corroboration with the market approach, which considers market comparisons for similar assets within the electric generation industry.

Goodwill

As a result of low capacity prices associated with the 2019/2020 PJM Base Residual Auction in May 2016, as well as its annual update to its fundamental long-term capacity and energy price forecast, FirstEnergy determined that an interim impairment analysis of the CES reporting unit’s goodwill was necessary during the second quarter of 2016.

Consistent with FirstEnergy’s annual goodwill impairment test, a discounted cash flow analysis was used to determine the fair value of the CES reporting unit for purposes of step one of the interim goodwill impairment test. Key assumptions incorporated into the CES discounted cash flow analysis requiring significant management judgment included the following:

Future Energy and Capacity Prices: Observable market information for near-term forward power prices, PJM auction results for near term capacity pricing, and a longer-term fundamental pricing model for energy and capacity that considered the impact of key factors such as load growth, plant retirements, carbon and other environmental regulations, and natural gas pipeline construction, as well as coal and natural gas pricing.
Retail Sales and Margin: CES' current retail targeted portfolio to estimate future retail sales volume as well as historical financial results to estimate retail margins.
Operating and Capital Costs: Estimated future operating and capital costs, including the estimated impact on costs of pending carbon and other environmental regulations, as well as costs associated with capacity performance reforms in the PJM market.
Discount Rate: A discount rate of 9.50%, based on selected comparable companies' capital structure, return on debt and return on equity.
Terminal Value: A terminal value of 7.0x earnings before interest, taxes, depreciation and amortization based on consideration of peer group data and analyst consensus expectations.

Based on the impairment analysis, FirstEnergy determined that the carrying value of goodwill exceeded its financial statementsfair value and recognized a non-cash pre-tax impairment charge of adopting this standard.$800 million ($23 million - FES) in the second quarter of 2016, which is included in Impairment of assets and related charges in the Consolidated Statement of Income (Loss).

YEAR ENDED DECEMBER 31, 2015

During 2015, FirstEnergy and FES recognized impairment charges of $42 million and $33 million, respectively, associated with certain transportation equipment and facilities. In order to conform to current year presentation, the charges were reclassified from Other operating expenses in the Consolidated Statement of Income (Loss) to Impairment of assets and related charges. The impairment charges are included within the Regulated Distribution segment ($8 million) and the CES segment ($34 million).


140

2.



3. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in AOCI net of tax, for the years ended December 31, 2014, 20132017, 2016 and 20122015 for FirstEnergy and FES are shown in the following tables:table:
FirstEnergy        
  Gains & Losses on Cash Flow Hedges Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
AOCI Balance, January 1, 2012 $(39) $19
 $446
 $426
         
Other comprehensive income before reclassifications (1)
 
 41
 79
 120
Amounts reclassified from AOCI 1
 (45) (117) (161)
Net other comprehensive income (loss) 1
 (4) (38) (41)
         
AOCI Balance, December 31, 2012 $(38) $15
 $408
 $385
         
Other comprehensive income before reclassifications (2)
 
 29
 23
 52
Amounts reclassified from AOCI 2
 (35) (120) (153)
Net other comprehensive income (loss) 2
 (6) (97) (101)
  

      
AOCI Balance, December 31, 2013 $(36) $9
 $311
 $284
         
Other comprehensive income before reclassifications (3)
 
 55
 50
 105
Amounts reclassified from AOCI (1) (39) (103) (143)
Net other comprehensive income (loss) (1) 16
 (53) (38)
         
AOCI Balance, December 31, 2014 $(37) $25
 $258
 $246
         
(1) Unrealized Gains on AFS Securities and Defined Benefits Pension & OPEB plans are net of tax of $25 million and $(3 million), respectively.

(2) Unrealized Gains on AFS Securities and Defined Benefits Pension & OPEB plans are net of tax of $17 million and $12 million, respectively.
(3) Unrealized Gains on AFS Securities and Defined Benefits Pension & OPEB plans are net of tax of $34 million and $42 million, respectively.
FirstEnergy        
  Gains & Losses on Cash Flow Hedges Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
AOCI Balance, January 1, 2015 $(37) $25
 $258
 $246
         
Other comprehensive income before reclassifications 
 14
 10
 24
Amounts reclassified from AOCI 5
 (25) (126) (146)
Other comprehensive income (loss) 5
 (11) (116) (122)
Income tax (benefits) on other comprehensive income (loss) 1
 (4) (44) (47)
Other comprehensive income (loss), net of tax 4
 (7) (72) (75)
         
AOCI Balance, December 31, 2015 $(33) $18
 $186
 $171
         
Other comprehensive income before reclassifications 
 106
 13
 119
Amounts reclassified from AOCI 8
 (51) (72) (115)
Other comprehensive income (loss) 8
 55
 (59) 4
Income tax (benefits) on other comprehensive income (loss) 3
 21
 (23) 1
Other comprehensive income (loss), net of tax 5
 34
 (36) 3
  

      
AOCI Balance, December 31, 2016 $(28) $52
 $150
 $174
         
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
         



125141




FES        
  Gains & Losses on Cash Flow Hedges Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
         
AOCI Balance, January 1, 2012 $8
 $16
 $52
 $76
         
Other comprehensive income before reclassifications (1)
 
 38
 16
 54
Amounts reclassified from AOCI (5) (41) (12) (58)
Net other comprehensive income (loss) (5) (3) 4
 (4)
         
AOCI Balance, December 31, 2012 $3
 $13
 $56
 $72
         
Other comprehensive income before reclassifications (2)
 
 26
 3
 29
Amounts reclassified from AOCI (4) (31) (12) (47)
Net other comprehensive income (loss) (4) (5) (9) (18)
         
AOCI Balance, December 31, 2013 $(1)
$8
 $47
 $54
         
Other comprehensive income before reclassifications (3)
 
 50
 8
 58
Amounts reclassified from AOCI (6) (37) (12) (55)
Net other comprehensive loss (6) 13
 (4) 3
         
AOCI Balance, December 31, 2014 $(7) $21
 $43
 $57
         
(1) Gains & Losses on Cash Flow Hedges, Unrealized Gains on AFS Securities and Defined Benefits Pension & OPEB plans are net of tax of $1 million, $22 million and $9 million, respectively.
(2) Unrealized Gains on AFS Securities and Defined Benefits Pension & OPEB plans are net of tax of $15 million and $2 million, respectively.
(3) Unrealized Gains on AFS Securities and Defined Benefits Pension & OPEB plans are net of tax of $30 million and $5 million, respectively.



126




The following amounts were reclassified from AOCI for FirstEnergy in the years ended December 31, 2014, 20132017, 2016 and 20122015:

FirstEnergy Year Ended December 31 Affected Line Item in Consolidated Statements of Income (Loss)
Reclassifications from AOCI (2)
 2017 2016 2015 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $2
 $
 $(3) Other operating expenses
Long-term debt 8
 8
 8
 Interest expense
  10
 8
 5
 Total before taxes
  (4) (3) (1) Income taxes (benefits)
  $6
 $5
 $4
 Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $(63) $(51) $(25) Investment income (loss)
  23
 19
 9
 Income taxes (benefits)
  $(40) $(32) $(16) Net of tax
         
Defined benefit pension and OPEB plans        
Prior-service costs $(74) $(72) $(126) 
(1) 
  28
 27
 49
 Income taxes (benefits)
  $(46) $(45) $(77) Net of tax
         
(1) These AOCI components are included in the computation of net periodic pension cost. See Note 4, "Pension and Other Postemployment Benefits," for additional details.
(2) Parenthesis represent credits to the Consolidated Statements of Income (Loss) from AOCI.



142




The changes in AOCI for FirstEnergythe years ended December 31, 2017, 2016 and 2015 for FES are shown in the following tables:table:
FES        
  Gains & Losses on Cash Flow Hedges Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
         
AOCI Balance, January 1, 2015 $(7) $21
 $43
 $57
         
Other comprehensive income before reclassifications 
 15
 10
 25
Amounts reclassified from AOCI (3) (24) (16) (43)
Other comprehensive loss (3) (9) (6) (18)
Income tax benefits on other comprehensive loss (1) (4) (2) (7)
Other comprehensive loss, net of tax (2) (5) (4) (11)
         
AOCI Balance, December 31, 2015 $(9) $16
 $39
 $46
         
Other comprehensive income before reclassifications 
 100
 
 100
Amounts reclassified from AOCI 
 (48) (14) (62)
Other comprehensive income (loss) 
 52
 (14) 38
Income tax (benefits) on other comprehensive income (loss) 
 20
 (5) 15
Other comprehensive income (loss), net of tax 
 32
 (9) 23
         
AOCI Balance, December 31, 2016 $(9)
$48
 $30
 $69
         
Other comprehensive income before reclassifications 
 91
 
 91
Amounts reclassified from AOCI 2
 (61) (14) (73)
Other comprehensive income (loss) 2
 30
 (14) 18
Income tax (benefits) on other comprehensive income (loss) 1
 10
 (5) 6
Other comprehensive income (loss), net of tax 1
 20
 (9) 12
         
AOCI Balance, December 31, 2017 $(8) $68
 $21
 $81
         

FirstEnergy Year Ended December 31 Affected Line Item in Consolidated Statements of Income
Reclassifications from AOCI (2)
 2014 2013 2012 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $(10) $(8) $(9) Other operating expenses
Long-term debt 8
 11
 10
 Interest expense
  (2) 3
 1
 Total before taxes
  1
 (1) 
 Income taxes (benefits)
  $(1) $2
 $1
 Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $(63) $(56) $(72) Investment income
  24
 21
 27
 Income taxes (benefits)
  $(39) $(35) $(45) Net of tax
         
Defined benefit pension and OPEB plans        
Prior-service costs $(168) $(195) $(191) 
(1) 
  65
 75
 74
 Income taxes (benefits)
  $(103) $(120) $(117) Net of tax
         
(1) These AOCI components are included in the computation of net periodic pension cost. See Note 3, Pension and Other Postemployment Benefits for additional details.
(2) Parenthesis represent credits to the Consolidated Statements of Income from AOCI.
FES Year Ended December 31 Affected Line Item in Consolidated Statements of Income
Reclassifications from AOCI (2)
 2014 2013 2012 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $(10) $(8) $(9) Other operating expenses
Long-term debt 
 2
 
 Interest expense - other
  (10) (6) (9) Total before taxes
  4
 2
 4
 Income taxes (benefits)
  $(6) $(4) $(5) Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $(59) $(49) $(65) Investment income
  22
 18
 24
 Income taxes (benefits)
  $(37) $(31) $(41) Net of tax
         
Defined benefit pension and OPEB plans        
Prior-service costs $(19) $(20) $(20) 
(1) 
  7
 8
 8
 Income taxes (benefits)
  $(12) $(12) $(12) Net of tax
         
(1) These AOCI components are included in the computation of net periodic pension cost. See Note 3, Pension and Other Postemployment Benefits for additional details.
(2) Parenthesis represent credits to the Consolidated Statements of Income from AOCI.


127143




3.The following amounts were reclassified from AOCI for FES in the years ended December 31, 2017, 2016 and 2015:
FES Year Ended December 31 Affected Line Item in Consolidated Statements of Income (Loss)
Reclassifications from AOCI (2)
 2017 2016 2015 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $2
 $
 $(3) Other operating expenses
  (1) 
 1
 Income taxes (benefits)
  $1
 $
 $(2) Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $(61) $(48) $(24) Investment income (loss)
  23
 18
 9
 Income taxes (benefits)
  $(38) $(30) $(15) Net of tax
         
Defined benefit pension and OPEB plans        
Prior-service costs $(14) $(14) $(16) 
(1) 
  5
 5
 6
 Income taxes (benefits)
  $(9) $(9) $(10) Net of tax
         
(1) These AOCI components are included in the computation of net periodic pension cost. See Note 4, "Pension and Other Postemployment Benefits," for additional details.
(2) Parenthesis represent credits to the Consolidated Statements of Income (Loss) from AOCI.
4. PENSION AND OTHER POSTEMPLOYMENT BENEFITS
FirstEnergy provides noncontributory qualified defined benefit pension plans that cover substantially all of its employees and non-qualified pension plans that cover certain employees. The plans provide defined benefits based on years of service and compensation levels. In addition, FirstEnergy provides a minimum amount of noncontributory life insurance to retired employees in addition to optional contributory insurance. Health care benefits, which include certain employee contributions, deductibles and co-payments, are also available upon retirement to certain employees, their dependents and, under certain circumstances, their survivors. FirstEnergy recognizes the expected cost of providing pension and OPEB to employees and their beneficiaries and covered dependents from the time employees are hired until they become eligible to receive those benefits. FirstEnergy also has obligations to former or inactive employees after employment, but before retirement, for disability-related benefits. On August 25, 2014, the qualified pension plan was amended authorizing a voluntary cashout window program for certain eligible terminated participants with vested benefits. Eligible terminated participants were able to elect an immediate lump sum cash payment of their vested benefits. Additionally, annuity options were offered and could be elected instead of the lump sum cash payment. The election period was September 15, 2014 to October 31, 2014. Payment of benefits for participants that elected an immediate lump sum cash payment or an annuity commenced on December 1, 2014 which resulted in a $40 million reduction to the underfunded status of the pension plan. Additionally, during 2014, certain unions ratified their labor agreements that ended subsidized retiree health care resulting in a reduction to the OPEB benefit obligation by approximately $97 million.
FirstEnergy recognizes as a pension and OPEB mark-to-market adjustment for the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement. The remaining components of pension and OPEB expense, primarily service costs, interest on obligations, assumed return on assets and prior service costs, are recorded on a monthly basis. The pension and OPEB mark-to-market adjustment for the years ended December 31, 2014, 2013,2017, 2016, and 20122015 were $1,243$141 million, ($835$147 million, net of amounts capitalized), $(396)and $242 million, ($(256) million net of amounts capitalized), and $875 million ($609 million net of amounts capitalized), respectively. In 2014,2017, the pension and OPEB mark-to-market adjustment primarily reflects a 75 basis point decline50 bps decrease in the discount rate revisionsused to mortality assumptions extending the expected life in key demographics as further described below, lowermeasure benefit obligations, partially offset by higher than expected asset returns, and changes in other demographic assumptions.returns.

FirstEnergy’s pension and OPEB funding policy is based on actuarial computations using the projected unit credit method. During the year ended December 31, 2014,In 2016, FirstEnergy did not make any contributions tosatisfied its qualified pension plan. FirstEnergy expects to contribute $143minimum required funding obligations of $382 million and addressed 2017 funding obligations to its qualified pension plan in 2015. with total contributions of $882 million (of which $138 million was cash contributions from FES), including $500 million of FE common stock contributed to the qualified pension plan on December 13, 2016. In January 2018, FirstEnergy satisfied its minimum required funding obligations of $500 million and addressed funding obligations for future years to its qualified pension plan with additional contributions of $750 million.
Pension and OPEB costs are affected by employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plans and earnings on plan assets. Pension and OPEB costs may also be affected by changes in key assumptions, including anticipated rates of return on plan assets, the discount rates and health care trend rates used in determining the projected benefit obligations for pension and OPEB costs. FirstEnergy uses a December 31 measurement date for its pension and OPEB plans. The fair value of the plan assets represents the actual market value as of the measurement date.

FirstEnergy’s assumed rate of return on pension plan assets considers historical market returns and economic forecasts for the types of investments held by the pension trusts. In 2014,2017, FirstEnergy’s qualified pension and OPEB plan assets earned $387experienced gains of $999 million, or 6.2%15.1%, compared to gains of $472 million, or 8.2%, in 2016 and losses of $(22)$(172) million, or (0.3)(2.7)%, in 20132015, and


144




assumed a 7.50% rate of return for 2017 and 2016 and a 7.75% rate of return for both years2015 on plan assets which generated $496$478 million, $429 million and $535$476 million of expected returns on plan assets, respectively. The expected return on pension and OPEB assets is based on the trusts’ asset allocation targets and the historical performance of risk-based and fixed income securities. The gains or losses generated as a result of the difference between expected and actual returns on plan assets will increase or decrease future net periodic pension and OPEB cost as the difference is recognized annually in the fourth quarter of each fiscal year or whenever a plan is determined to qualify for remeasurement.

During 2014,2017, the Society of Actuaries published newreleased its updated mortality tables and improvement scales reflecting improved life expectancies and an expectation that the trend will continue. An analysisscale for pension plans, MP-2017, incorporating three additional years of FirstEnergy pension and OPEB planSSA data on U.S. population mortality. MP-2017 incorporates SSA mortality data indicatedfrom 2013 to 2015 and a slight modification of two input values designed to improve the usemodel’s year-over-year stability. The updated improvement scale indicates a slight decline in life expectancy. Due to the additional years of data on population mortality, the RP2000RP2014 mortality table with the projection scale BB2D was most appropriate. As such, the RP2000 mortality table with projection scale BB2DMP-2017 was utilized to determine the 20142017 benefit cost and obligation as of December 31, 20142017 for the FirstEnergy pension and OPEB plans. The impact of using the RP2000 mortality table with projection scale BB2DMP-2017 resulted in an increasea decrease in the projected pension benefit obligation of $373$62 million and $21 million for the pension and OPEB plans, respectively, and was included in the 20142017 pension and OPEB mark-to-market adjustment.





128145




  Pension OPEB
Obligations and Funded Status 2014 2013 2014 2013
  (In millions)
Change in benefit obligation:        
Benefit obligation as of January 1 $8,263
 $8,975
 $879
 $1,076
         
Service cost 167
 197
 9
 13
Interest cost 402
 372
 39
 37
Plan participants’ contributions 
 
 16
 15
Plan amendments 5
 2
 (97) (37)
Medicare retiree drug subsidy 
 
 
 5
Actuarial (gain) loss 1,123
 (846) 13
 (107)
Benefits paid (711) (437) (102) (123)
Benefit obligation as of December 31 $9,249
 $8,263
 $757
 $879
         
Change in fair value of plan assets:        
Fair value of plan assets as of January 1 $6,171
 $6,671
 $495
 $508
Actual return on plan assets 349
 (77) 38
 56
Company contributions 15
 14
 17
 39
Plan participants’ contributions 
 
 16
 15
Benefits paid (711) (437) (102) (123)
Fair value of plan assets as of December 31 $5,824
 $6,171
 $464
 $495
         
Funded Status:        
Qualified plan $(3,064) $(1,782)    
Non-qualified plans (361) (310)    
Funded Status $(3,425) $(2,092) $(293) $(384)
         
Accumulated benefit obligation $8,744
 $7,800
 $
 $
         
Amounts Recognized on the Balance Sheet:        
Current liabilities $(17) $(15) $
 $
Noncurrent liabilities (3,408) (2,077) (293) (384)
Net liability as of December 31 $(3,425) $(2,092) $(293) $(384)
         
Amounts Recognized in AOCI:        
Prior service cost (credit) $45
 $48
 $(479) $(558)
         
Assumptions Used to Determine Benefit Obligations        
(as of December 31)        
Discount rate 4.25% 5.00% 4.00% 4.75%
Rate of compensation increase 4.20% 4.20% N/A
 N/A
         
Assumed Health Care Cost Trend Rates        
(as of December 31)        
Health care cost trend rate assumed (pre/post-Medicare) N/A
 N/A
 7.0-7.5%
 7.25-7.75%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) N/A
 N/A
 4.5% 5%
Year that the rate reaches the ultimate trend rate (pre/post-Medicare) N/A
 N/A
 2026
 2020
         
Allocation of Plan Assets (as of December 31)        
Equity securities 36% 18% 49% 47%
Bonds 33% 40% 40% 40%
Absolute return strategies 14% 23% 1% 3%
Real estate 7% 6% 1% 1%
Derivatives 1% % % %
Cash and short-term securities 9% 13% 9% 9%
Total 100% 100% 100% 100%

The estimated 2015 amortization of pension and OPEB prior service costs (credits) from AOCI into net periodic pension and OPEB costs (credits) is approximately $9 million and $(134) million, respectively.



129




  Pension OPEB
Components of Net Periodic Benefit Costs 2014 2013 2012 2014 2013 2012
  (In millions)
Service cost $167
 $197
 $161
 $9
 $13
 $12
Interest cost 402
 372
 389
 39
 37
 47
Expected return on plan assets (462) (501) (486) (34) (34) (37)
Amortization of prior service cost (credit) 8
 12
 12
 (176) (207) (203)
Pension & OPEB mark-to-market adjustment 1,235
 (267) 735
 8
 (129) 140
Net periodic cost $1,350
 $(187) $811
 $(154) $(320) $(41)

Assumptions Used to Determine Net Periodic Benefit Cost
for Years Ended December 31
 Pension OPEB
 2014 2013 2012 2014 2013 2012
Weighted-average discount rate 5.00% 4.25% 5.00% 4.75% 4.00% 4.75%
Expected long-term return on plan assets 7.75% 7.75% 7.75% 7.75% 7.75% 7.75%
Rate of compensation increase 4.20% 4.70% 5.20% N/A
 N/A
 N/A
  Pension OPEB
Obligations and Funded Status - Qualified and Non-Qualified Plans 2017 2016 2017 2016
  (In millions)
Change in benefit obligation:        
Benefit obligation as of January 1 $9,426
 $9,079
 $711
 $724
         
Service cost 208
 191
 5
 5
Interest cost 390
 398
 27
 30
Plan participants’ contributions 
 
 4
 5
Plan amendments 11
 
 
 (13)
Medicare retiree drug subsidy 
 
 1
 1
Actuarial loss 610
 224
 32
 14
Benefits paid (478) (466) (49) (55)
Benefit obligation as of December 31 $10,167
 $9,426
 $731
 $711
         
Change in fair value of plan assets:        
Fair value of plan assets as of January 1 $6,213
 $5,338
 $420
 $431
Actual return on plan assets 950
 442
 49
 30
Company contributions 18
 899
 16
 9
Plan participants’ contributions 
 
 4
 5
Benefits paid (477) (466) (50) (55)
Fair value of plan assets as of December 31 $6,704
 $6,213
 $439
 $420
         
Funded Status:        
Qualified plan $(3,043) $(2,821)    
Non-qualified plans (420) (392)    
Funded Status $(3,463) $(3,213) $(292) $(291)
         
Accumulated benefit obligation $9,583
 $8,913
 $
 $
         
Amounts Recognized on the Balance Sheet:        
Noncurrent assets $
 $9
 $
 $
Current liabilities (19) (19) 
 
Noncurrent liabilities (3,444) (3,203) (292) (291)
Net liability as of December 31 $(3,463) $(3,213) $(292) $(291)
         
Amounts Recognized in AOCI:        
Prior service cost (credit) $32
 $28
 $(206) $(288)
         
Assumptions Used to Determine Benefit Obligations        
(as of December 31)        
Discount rate 3.75% 4.25% 3.50% 4.00%
Rate of compensation increase 4.20% 4.20% N/A
 N/A
         
Assumed Health Care Cost Trend Rates        
(as of December 31)        
Health care cost trend rate assumed (pre/post-Medicare) N/A
 N/A
 6.0-5.5%
 6.0-5.5%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) N/A
 N/A
 4.5% 4.5%
Year that the rate reaches the ultimate trend rate N/A
 N/A
 2028
 2027
         
Allocation of Plan Assets (as of December 31)        
Equity securities 42% 44% 50% 53%
Bonds 32% 30% 33% 41%
Absolute return strategies 10% 8% % %
Real estate funds 9% 10% % %
Private equity funds 1% % % %
Cash and short-term securities 6% 8% 17% 6%
Total 100% 100% 100% 100%




146




  Pension OPEB
Components of Net Periodic Benefit Costs 2017 2016 2015 2017 2016 2015
  (In millions)
Service cost $208
 $191
 $193
 $5
 $5
 $5
Interest cost 390
 398
 383
 27
 30
 29
Expected return on plan assets (448) (399) (443) (30) (30) (33)
Amortization of prior service cost (credit) 7
 8
 8
 (81) (80) (134)
Pension & OPEB mark-to-market adjustment 108
 179
 344
 13
 15
 25
Net periodic benefit cost (credit) $265
 $377
 $485
 $(66) $(60) $(108)

Assumptions Used to Determine Net Periodic Benefit Cost *
for Years Ended December 31
 Pension OPEB
 2017 2016 2015 2017 2016 2015
Weighted-average discount rate 4.25% 4.50% 4.25% 4.00% 4.25% 4.00%
Expected long-term return on plan assets 7.50% 7.50% 7.75% 7.50% 7.50% 7.75%
Rate of compensation increase 4.20% 4.20% 4.20% N/A
 N/A
 N/A

*Excludes impact of pension and OPEB mark-to-market adjustment.
In selecting an assumed discount rate, FirstEnergy considers currently available rates of return on high-quality fixed income investments expected to be available during the period to maturity of the pension and OPEB obligations. The assumed rates of return on plan assets consider historical market returns and economic forecasts for the types of investments held by FirstEnergy’s pension trusts. The long-term rate of return is developed considering the portfolio’s asset allocation strategy.
The following tables set forth pension financial assets that are accounted for at fair value by level within the fair value hierarchy. See Note 9, Fair10, "Fair Value Measurements," for a description of each level of the fair value hierarchy. There were no significant transfers between levels during 20142017 and 2013.2016.
 December 31, 2014 Asset Allocation December 31, 2017 Asset Allocation
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
 (In millions)   (In millions)  
Cash and short-term securities $
 $517
 $
 $517
 9% $
 $379
 $
 $379
 6 %
Equity investments                    
Domestic 1,266
 8
 
 1,274
 22% 695
 27
 
 722
 11 %
International 355
 414
 
 769
 14% 514
 1,569
 
 2,083
 31 %
Fixed income                    
Government bonds 
 159
 
 159
 3% 
 251
 
 251
 4 %
Corporate bonds 
 1,386
 
 1,386
 24% 
 1,237
 
 1,237
 18 %
High yield debt 
 300
 
 300
 5% 
 689
 
 689
 10 %
Mortgage-backed securities (non-government) 
 37
 
 37
 1% 
 31
 
 31
  %
Alternatives       

         

  
Hedge funds (Absolute return) 
 809
 
 809
 14% 
 635
 
 635
 10 %
Derivatives 
 35
 
 35
 1% 
 (1) 
 (1)  %
Private equity funds 
 
 25
 25
 %
Real estate funds 
 
 421
 421
 7% 
 
 631
 631
 9 %
Total (1)
 $1,621

$3,665

$446
 $5,732
 100% $1,209

$4,817

$631
 $6,657
 99 %
          
Private equity funds (2)
       57
 1 %
          
Total Investments       $6,714
 100 %

(1) 
Excludes $92$(10) million as of December 31, 20142017, 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.




130147




 December 31, 2013 Asset Allocation December 31, 2016 Asset Allocation
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
 (In millions)   (In millions)  
Cash and short-term securities $
 $782
 $
 $782
 13% $
 $464
 $
 $464
 8%
Equity investments 

 

 

     

 

 

    
Domestic(1) 701
 3
 
 704
 11% 1,048
 13
 
 1,061
 17%
International 304
 118
 
 422
 7% 422
 1,269
 
 1,691
 27%
Fixed income 

 

 

     

 

 

    
Government bonds 
 314
 
 314
 5% 
 106
 
 106
 2%
Corporate bonds 
 2,128
 
 2,128
 34% 
 1,245
 
 1,245
 20%
High yield debt 
 372
 
 372
 6%
Mortgage-backed securities (non-government) 
 87
 
 87
 1% 
 112
 
 112
 2%
Alternatives 

 

 

     

 

 

    
Hedge funds (Absolute return) 
 1,395
 
 1,395
 23% 
 500
 
 500
 8%
Derivatives 
 14
 
 14
 % 
 (1) 
 (1) %
Private equity funds 
 
 27
 27
 %
Real estate funds 
 
 385
 385
 6% 
 
 615
 615
 10%
Total (1)(2)
 $1,005
 $4,841
 $412
 $6,258
 100% $1,470
 $4,080
 $615
 $6,165
 100%
          
Private equity funds (3)
       33
 %
          
Total Investments 

 

 

 $6,198
 100%


(1)
As a result of the $500 million equity contribution on December 13, 2016, there was $293 million of FE Stock included in the pension plan assets as of December 31, 2016.
(2)
Excludes $(87)$16 million as of December 31, 20132016, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(3)
Net asset value used as a practical expedient to approximate fair value.
The following table provides a reconciliation of changes in the fair value of pension investments classified as Level 3 in the fair value hierarchy during 20142017 and 2013:2016:
 Private Equity Funds Real Estate Funds Real Estate Funds
 (In millions)  
Balance as of January 1, 2013 $33
 $357
Balance as of January 1, 2016 $587
Actual return on plan assets: 

Unrealized gains 29
Realized gains (losses) 14
Transfers in (15)
Balance as of December 31, 2016 $615
Actual return on plan assets: 

 

  
Unrealized gains 1
 17
 3
Realized gains 5
 13
 10
Transfers out (12) (2)
Balance as of December 31, 2013 $27
 $385
Actual return on plan assets:    
Unrealized gains (losses) (2) 17
Realized gains 1
 14
Transfers in (out) (1) 5
 3
Balance as of December 31, 2014 $25
 $421
Balance as of December 31, 2017 $631


131148




As of December 31, 20142017 and 2013,2016, the OPEB trust investments measured at fair value were as follows:
 December 31, 2014 Asset Allocation December 31, 2017 Asset Allocation
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
 (In millions)   (In millions)  
Cash and short-term securities $
 $41
 $
 $41
 9% $
 $75
 $
 $75
 17%
Equity investment                    
Domestic 230
 
 
 230
 48% 220
 
 
 220
 50%
International 3
 3
 
 6
 1%
Fixed income                    
U.S. treasuries 
 41
 
 41
 9%
Government bonds 
 110
 
 110
 23% 
 109
 
 109
 24%
Corporate bonds 
 32
 
 32
 7% 
 34
 
 34
 8%
High yield debt 
 2
 
 2
 %
Mortgage-backed securities (non-government) 
 3
 
 3
 1% 

 3
 
 3
 1%
Alternatives          
Hedge funds 
 5
 
 5
 1%
Real estate funds 
 
 3
 3
 1%
Total (1)
 $233
 $237
 $3
 $473
 100% $220
 $221
 $
 $441
 100%

(1) 
Excludes $(9)$(2) million as of December 31, 20142017, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
 December 31, 2013 Asset Allocation December 31, 2016 Asset Allocation
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
 (In millions)   (In millions)  
Cash and short-term securities $
 $47
 $
 $47
 9% $
 $27
 $
 $27
 6%
Equity investment                    
Domestic 227
 
 
 227
 45% 223
 
 
 223
 53%
International 4
 2
 
 6
 1%
Mutual funds 5
 
 
 5
 1%
Fixed income                    
U.S. treasuries 
 44
 
 44
 9% 
 40
 
 40
 9%
Government bonds 
 91
 
 91
 18% 
 108
 
 108
 26%
Corporate bonds 
 59
 
 59
 12% 
 24
 
 24
 6%
Mortgage-backed securities (non-government) 
 3
 
 3
 1% 
 2
 
 2
 %
Alternatives          
Hedge funds 
 17
 
 17
 3%
Real estate funds 
 
 5
 5
 1%
Total (1)
 $236
 $263
 $5
 $504
 100% $223
 $201
 $
 $424
 100%

(1)
Excludes $(9)$(4) million as of December 31, 2013,2016, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.



132




The following table provides a reconciliation of changes in the fair value of OPEB trust investments classified as Level 3 in the fair value hierarchy during 2014 and 2013:
  Real Estate Funds
   
Balance as of January 1, 2013 $5
Balance as of December 31, 2013 5
Transfers out (2)
Balance as of December 31, 2014 $3
FirstEnergy follows a total return investment approach using a mix of equities, fixed income and other available investments while taking into account the pension plan liabilities to optimize the long-term return on plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalization funds. Other assets such as real estate and private equity are used to enhance long-term returns while improving portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives are not used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on a continuing basis through periodic investment portfolio reviews, annual liability measurements and periodic asset/liability studies.
FirstEnergy’s target asset allocations for its pension and OPEB trust portfolios for 20142017 and 20132016 are shown in the following table:
  Target Asset Allocations
  2014 2013
Equities 42% 26%
Fixed income 32% 40%
Absolute return strategies 14% 22%
Real estate 5% 5%
Alternative investments 1% 1%
Cash 6% 6%
  100% 100%
Target Asset Allocations
Equities38%
Fixed income30%
Absolute return strategies8%
Real estate10%
Alternative investments8%
Cash6%
100%


149





Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
 1-Percentage-Point Increase 1-Percentage-Point Decrease 1-Percentage-Point Increase 1-Percentage-Point Decrease
 (in millions) (In millions)
Effect on total of service and interest cost $2
 $(1) $1
 $(1)
Effect on accumulated benefit obligation $23
 $(22) $21
 $(18)
Taking into account estimated employee future service, FirstEnergy expects to make the following benefit payments from plan assets and other payments, net of participant contributions:
    OPEB
  Pension Benefit Payments Subsidy Receipts
  (in millions)
2015 $467
 $59
 $(3)
2016 476
 59
 (3)
2017 491
 58
 (3)
2018 513
 56
 (3)
2019 529
 55
 (3)
Years 2020-2024 2,887
 260
 (10)
    OPEB
  Pension Benefit Payments Subsidy Receipts
  (In millions)
2018 $518
 $55
 $(1)
2019 531
 54
 (1)
2020 552
 53
 (1)
2021 567
 53
 (1)
2022 581
 52
 (1)
Years 2023-2027 3,056
 241
 (3)
FES’ share of the pension and OPEB net (liability) asset as of December 31, 20142017 and 2013,2016, was as follows:


133




  Pension OPEB
  2014
2013 2014
2013
  (In millions)
Net (Liability) Asset $(295) $(149) $10
 $(8)
  Pension OPEB
  2017
2016 2017
2016
  (In millions)
Net (Liability) Asset(1)
 $(97) $(158) $40
 $36

(1) Excludes $954 million and $866 million as of December 31, 2017 and 2016, respectively, of affiliated non-current liabilities related to pension and OPEB mark-to-market costs allocated to FES of which $626 million and $570 million, respectively, are from FENOC.
FES’ share of the net periodic benefit cost (credit), including the pension and OPEB costs (credits)mark-to-market adjustment, for the three years ended December 31, 20142017, was as follows:
  Pension OPEB
  2014 2013 2012 2014 2013 2012
  (In millions)
Net Periodic Costs (Credits) $150
 $(30) $78
 $(24) $(40) $(11)
  Pension OPEB
  2017 2016 2015 2017 2016 2015
  (In millions)
Net Periodic Cost (Credit) $60
 $(5) $10
 $(17) $(26) $(22)

4.5. STOCK-BASED COMPENSATION PLANS

FirstEnergy has fourgrants stock-based compensation plans -awards through the ICP 401(k) Savings Plan, EDCP and DCPD, as described further below.
ICP

The ICP includes four forms2015, primarily in the form of stock-based compensation — restricted stock and performance-based restricted stock units,units. Under FirstEnergy's previous incentive compensation plan, the ICP 2007, FirstEnergy also granted stock options and performance shares.

Under the The ICP total issuances cannot exceed2007 and ICP 2015 include shareholder authorization to issue 29 million shares and 10 million shares, respectively, of common stock or their equivalent. Stock options,As of December 31, 2017, approximately 6 million shares were available for future grants under the ICP 2015 assuming maximum performance metrics are achieved for the outstanding cycles of restricted stock and restricted stock units are typically designated to pay out in common stock and performanceunits. No shares are typically designatedavailable for future grants under the ICP 2007. Shares not issued due to pay out in cash, althoughforfeitures or cancellations may be added back to the form of payout for restricted stock unitsICP 2015. Shares used under the ICP 2007 and for performance shares granted prior to 2013 can vary if the recipient elects to defer the award.ICP 2015 are issued from authorized but unissued common stock. Vesting periods range from one to ten years, with the majority of awards having a vesting period of three years. As of December 31, 2014, approximately 1.3 million shares were available for future grants assuming maximum performance metrics are achieved for the 2013-2015FirstEnergy also issues stock through its 401(k) Savings Plan, EDCP, and 2014-2016 cycles of restricted stock units (or approximately 2.6 million shares available assuming performance at target) plus any shares that become available again under the ICP due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards. Beginning in December 2013, shares used under the ICP are issued from authorized but unissued common stock.

DCPD. Currently, FirstEnergy records the compensation costs for stock-based compensation awards that will be paid in stock over the vesting period based on the fair value on the grant date, less estimated forfeitures.date. Beginning in 2017, based upon the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," FE has elected to account for forfeitures as they occur.

FirstEnergy adjusts the compensation costs for stock-based compensation awards that will be paid in cash based on changes in the fair value of the award as of each reporting date. FirstEnergy records the actual tax benefit realized from tax deductions when


150




awards are exercised or distributed. Realizedsettled. Actual income tax benefits realized during the years ended December 31, 2014, 20132017, 2016 and 20122015 were $13$15 million, $13 million and $22$10 million, respectively. The excessincome tax effects of awards are recognized in the deductible amount overincome statement when the recognized compensation cost is recorded as a component of stockholders’ equity and reported as a financing activity on the Consolidated Statements of Cash Flows.awards vest or are settled.

RestrictedStock-based compensation costs and the amount of stock-based compensation expense capitalized related to FirstEnergy and FES plans are included in the following tables:
FirstEnergy Years Ended December 31
Stock-based Compensation Plan 2017 2016 2015
  (In millions)
Restricted Stock Units $49
 $62
 $46
Restricted Stock 1
 2
 2
Performance Shares 
 (3) 
401(k) Savings Plan 42
 39
 38
EDCP & DCPD 6
 5
 3
   Total $98
 $105
 $89
Stock-based compensation costs capitalized $37
 $38
 $32

FES Years Ended December 31
Stock-based Compensation Plan 2017 2016 2015
  (In millions)
Restricted Stock Units $4
 $11
 $6
401(k) Savings Plan 3
 5
 5
   Total $7
 $16
 $11
Stock-based compensation costs capitalized $1
 $2
 $1

Outstanding stock options were fully amortized as of December 31, 2016. Stock option expense was not material for FirstEnergy or FES for the years December 31, 2016 and 2015. Income tax benefits associated with stock based compensation plan expense were $10 million, $14 million and $12 million (FES - $1 million, $2 million and $2 million) for the years ended 2017, 2016 and 2015, respectively.

Restricted Stock Units

Restricted common stock (restricted stock) andBeginning with the performance-based restricted stock units (stock units) activity for the year ended December 31, 2014, was as follows:
Outstanding as of January 1, 20142,216,609
Granted1,171,318
Vested (1)
(872,574)
Forfeited(103,549)
Outstanding as of December 31, 20142,411,804

(1) Excludes dividend equivalents of 148,982 earned during vesting period


The 1,171,318 shares of restrictedgranted in 2015, two-thirds will be paid in stock and one-third will be paid in cash. All performance-based restricted stock units granted during the year ended December 31, 2014, includes 259,812prior to 2015 were payable in stock. Restricted stock units related to previous grants due to above target performance.

Eligible employees receive awards of FE restrictedpayable in stock or stock units subject to restrictions that lapse over a defined period of time or upon achieving performance results. Dividends are received onprovide the restricted stock and are reinvested in additional shares. Restricted stock grants under the ICP were as follows:


134




  2014 2013 2012
Restricted stock granted 20,000
 27,561
 263,771
Weighted average market price $32.71
 $42.53
 $44.82
Weighted average vesting period (years) 2.29
 3.68
 3.09
Dividends restricted Yes
 Yes
 Yes

Vesting activity for restricted stock during 2014 was as follows:

Restricted Stock Number of Shares Weighted Average Grant-Date Fair Value
Nonvested as of January 1, 2014 417,464
 $45.46
Nonvested as of December 31, 2014 342,286
 $45.29
Granted in 2014 20,000
 $32.71
Forfeited in 2014 1,743
 $33.56
Vested in 2014(1)
 93,435
 $37.30
     
(1) Excludes 16,480 shares for dividends earned during vesting period

FirstEnergy grants two types of stock unit awards: discretionary-based and performance-based. The discretionary-based awards grant the right to receive, at the end of the period of restriction, a number of shares of common stock equal to the number of stock units set forth in each agreement. Performance-based awards grantparticipant the right to receive, at the end of the period of restriction, a number of shares of common stock equal to the number of stock units set forth in the agreement, subject to adjustment based on FirstEnergy's performance relative to financial and operational performance targets.
  2014 2013 2012
Restricted stock units granted 1,151,318
 924,576
 652,120
Weighted average vesting period (years) 3.00
 3.00
 3.00
The grant date fair value of the stock portion of the restricted stock unit award is measured based on the average of the high and low prices of FE common stock on the date of grant. Restricted stock units payable in cash provide the participant the right to receive cash based on the number of stock units set forth in the agreement and value of the equivalent number of shares of FE common stock as of the vesting date.

VestingThe cash portion of the restricted stock unit award is considered a liability award, which is remeasured each period based on FE's stock price and projected performance adjustments. The liability recorded for cash performance-based restricted stock units as of December 31, 2017 was $41 million. During 2017, restricted stock unit award agreements for certain employees were amended such that the two-thirds originally designated to be paid in stock will be paid in cash. These awards are included within the cash performance-based restricted stock unit liability. No cash was paid to settle the restricted stock unit obligations in 2017. The vesting period for each of the awards was three years. Dividend equivalents are received on the restricted stock units and are reinvested in additional restricted stock units and subject to the same performance conditions.



151




Restricted stock unit activity for stock units during 2014the year ended December 31, 2017, was as follows:
Restricted Stock Units Number of Shares Weighted Average Grant-Date Fair Value
Nonvested as of January 1, 2014 1,799,145
 $40.86
Nonvested as of December 31, 2014 2,069,518
 $37.65
Granted in 2014 1,151,318
 $32.17
Forfeited in 2014 101,806
 $38.70
Vested in 2014 (1)
 779,139
 $30.67
     
Restricted Stock Unit Activity Shares Weighted-Average Grant Date Fair Value
Nonvested as of January 1, 2017 3,063,729
 $32.98
Granted in 2017 1,577,844
 31.71
Forfeited in 2017 (169,012) 32.66
Vested in 2017(1)
 (1,156,810) 30.81
Nonvested as of December 31, 2017 3,315,751
 $33.24

(1(1))Excludes dividend equivalents of 132,502159,274 shares earned during vesting periodperiod.

The weighted-average fair value of awards granted in 2017, 2016 and 2015 was $31.71, $34.77 and $35.27, respectively. For the years ended December 31, 2017, 2016, and 2015, the fair value of restricted stock units vested was $42 million, $36 million, and $22 million, respectively. As of December 31, 2014,2017, there was $31$33 million of total unrecognized compensation cost related to non-vestednonvested share-based compensation arrangements granted for restricted stock and restricted stock units; that cost is expected to be recognized over a period of approximately 2three years.

Restricted Stock

Certain employees receive awards of FE restricted stock (as opposed to "units" with the right to receive shares at the end of the restriction period) subject to restrictions that lapse over a defined period of time or upon achieving performance results. The fair value of restricted stock is measured based on the average of the high and low prices of FirstEnergy common stock on the date of grant. Dividends are received on the restricted stock and are reinvested in additional shares of restricted stock. Restricted common stock (restricted stock) activity for the year ended December 31, 2017, was not material.

Stock Options

Stock options werehave been granted to eligiblecertain employees allowing them to purchase a specified number of common shares at a fixed grantexercise price over a defined period of time. Stock options generally expire ten years from the date of grant. There were no stock options granted in 2017. Stock option activity during 20142017 was as follows:


135




Stock Option Activity Number of Shares Weighted Average Exercise Price
Balance, January 1, 2014 (1,997,969 options exercisable) 2,359,126
 $42.59
Options exercised (50,007) 21.58
Options forfeited (869,974) 40.07
Balance, December 31, 2014 (1,077,988 options exercisable) 1,439,145
 $44.83
Stock Option Activity Number of Shares Weighted Average Exercise Price
Balance, January 1, 2017 (1,376,821 options exercisable) 1,376,821
 $44.60
Options forfeited (9,946) 70.60
Balance, December 31, 2017 (1,366,875 options exercisable) 1,366,875
 $44.41

There was no cash received from the exercise of stock options in 2017 and 2016. Cash received from the exercise of stock options in 2014, 2013 and 20122015 was $1 million, $19 million and $50 million, respectively.not material. The total intrinsic valueweighted-average remaining contractual term of options exercised during 2014 was $1 million.
Options outstanding and range of exercise prices as of December 31, 2014, were as follows:
  Options Outstanding
Range of Exercise Prices Shares Weighted Average Exercise Price 
Remaining Contractual Life
(in years)
$28.42-$37.74 491,245
 $35.23
 3.98
$37.75-$53.08 667,458
 $37.87
 5.79
$53.09-$81.19 280,442
 $78.23
 2.90
Total 1,439,145
 $44.83
 4.61

The aggregate intrinsic value of stock options outstanding as of December 31, 20142017, was $3 million.1.67 years.

Performance Shares

Prior to the 2015 grant of performance-based restricted stock units discussed above, the Company granted performance shares. Performance shares are share equivalents and do not have voting rights. The performance shares outstanding track the performance of FE's common stock over a three-year vesting period. During that time, dividendDividend equivalents accrue on performance shares and at vesting are convertedreinvested into additional performance shares.shares with the same performance conditions. The final account value may be adjusted based on the ranking of FE stock performance to a composite of peer companies. In 2014, $32016, $2 million cash was paid to settle performance share obligations. During 2013 and 2012,shares that vested over the 2013-2015 performance cycle. In 2017, no cash was paid to settle performance shares due tothat vested over the criteria not being met for the previous three-year vesting period.2014-2016 performance cycle. FirstEnergy no longer has outstanding performance share awards.
 
401(k) Savings Plan

In 2014, 756,4122017 and 2016, 1,304,863 and 1,159,215 shares of FE common stock, respectively, were issued and contributed to participants' accounts. In 2013 and 2012, approximately 708,000 and 543,600 shares of FE common stock, respectively, were purchased on the market and contributed to participants’ accounts.



152




EDCP

Under the EDCP, covered employees can directdefer a portion of their compensation, including base salary, annual incentive awards and/or long-term incentive awards, into unfunded accounts. Annual incentive and long-term incentive awards may be deferred in FE stock accounts to receive vested stock units oraccounts. Base salary and annual incentive awards may be deferred into an unfundeda retirement cash account.account which earns interest. Dividends are calculated quarterly on stock units outstanding and are credited in the form of additional stock units. The form of payout as stock or cash can vary depending upon the form of the award, the duration of the deferral and other factors. However,Certain types of deferrals such as a result of amendments to the EDCP that were implemented in January 2014 and January 2015 respectively, payments made with respect to any dividend equivalent units, that accrue after January 21, 2014 and any Short-Term Incentive Awards, that are deferred after January 21, 2014 are paid in cash, and effective February 23, 2015, all future contributions to stock accounts directed from performance share awards willare required to be paid in cash upon the end of the three-year deferral period. Payoutcash. Until 2015, payouts of the stock accounts typically occursoccurred three years from the date of deferral; however,deferral, although participants may electcould have elected to defer their shares into a retirement stock account that would pay out in cash upon retirement. In 2015, FirstEnergy amended the EDCP to eliminate the right to receive deferred shares after three years, effective for deferrals made on or after November 1, 2015. Awards deferred into a retirement stock account will pay out in cash upon retirement.separation from service, death or disability. Interest is calculatedaccrues on the cash allocated to the retirement cash account and the total balance will pay out in cash upon retirement.over a time period as elected by the participant.

DCPD

Under the DCPD, members of the Board of Directors can elect to allocate all or a portion of their equity retainers to deferred stock and their cash retainers, meeting fees and chair fees to deferred stock or deferred cash accounts. The net liability recognized for DCPD of approximately $8 million and $7 million as of December 31, 20142017 and December 31, 2013,2016, respectively, is included in the caption “Retirement benefits”benefits,” on the Consolidated Balance Sheets.

The shareholder approved pools for the EDCP and DCPD expired in May 2014, after this date shares for the EDCP and DCPD have been issued from the ICP shareholder approved pool.



136




Stock-based Compensation Expense

Pre-tax stock-based compensation costs and the amount of stock-based compensation expense capitalized related to FirstEnergy and FES plans are included in the following tables:

FirstEnergy Years ended December 31,
Stock-based Compensation Plan 2014 2013 2012
  (In millions)
Restricted Stock and Restricted Stock Units $31
 $42
 $42
Stock Options 
 
 1
Performance Shares 5
 (10) 5
401(k) Savings Plan 25
 25
 37
EDCP 3
 (2) 
DCPD 5
 5
 4
   Total $69
 $60
 $89
Stock-based compensation costs capitalized $23
 $20
 $29

FES Years ended December 31,
Stock-based Compensation Plan 2014 2013 2012
  (In millions)
Restricted Stock and Restricted Stock Units $4
 $6
 $6
Performance Shares 1
 (1) 1
401(k) Savings Plan 4
 4
 6
   Total $9
 $9
 $13
Stock-based compensation costs capitalized $1
 $1
 $1

Tax benefits associated with stock based compensation plan expense were $14 million, $23 million and $11 million (FES - $2 million, $1 million and $2 million) for the years ended 2014, 2013 and 2012, respectively.
5.6. TAXES
FirstEnergy records income taxes in accordance with the liability method of accounting. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recognized for tax purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of the related property. Deferred income tax liabilities related to temporary tax and accounting basis differences and tax credit carryforward items are recognized at the statutory income tax rates in effect when the liabilities are expected to be paid. Deferred tax assets are recognized based on income tax rates expected to be in effect when they are settled.

FESFE and the Utilitiesits subsidiaries are party to an intercompany income tax allocation agreement with FirstEnergy and its other subsidiaries that provides for the allocation of consolidated tax liabilities. Net tax benefits attributable to FirstEnergy, excluding any tax benefits derived from interest expense associated with acquisition indebtedness from the merger with GPU, are reallocated to the subsidiaries of FirstEnergy that have taxable income. That allocation is accounted for as a capital contribution to the company receiving the tax benefit.

On December 19, 2014,22, 2017, the President signed into law the Tax Increase PreventionAct. Substantially all of the provisions of the Tax Act of 2014 (the Act). The Act, among other things, extended retroactively the R&D tax credit untilare effective for taxable years beginning after December 31, 2014,2017. The Tax Act includes significant changes to the Internal Revenue Code of 1986 (as amended, the Code), including amendments which significantly change the taxation of business entities and also extended accelerated depreciationincludes specific provisions related to regulated public utilities including FirstEnergy’s regulated distribution and transmission subsidiaries. The more significant changes that impact FirstEnergy included in the Tax Act are the following:
Reduction of the corporate federal income tax rate from 35% to 21%, effective in 2018;
Full expensing of qualified capital investments placed into service before January 1, 2015. FirstEnergy and FES recorded the effectsproperty, excluding rate regulated utilities, through 2022 with a phase down beginning in 2023;
Limitations on interest deductions with an exception for rate regulated utilities;
Limitation of the Actutilization 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.

The most significant change that impacts FirstEnergy in the fourth quarter of 2014. The retroactive extensioncurrent year is the reduction of the corporate federal income tax benefits didrate. Other provisions are not expected to have a significant impact toon the financial statements, but may impact the effective tax rate.rate in future years. Under US GAAP, specifically ASC Topic 740, Income Taxes, the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or December 22, 2017, for the Tax Act. ASC 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, FirstEnergy’s deferred taxes were re-measured based upon the new tax rate, which resulted in a material decrease to FirstEnergy’s net deferred income tax liabilities. For FirstEnergy’s unregulated operations, the change in deferred taxes are recorded as an adjustment to FirstEnergy’s deferred income tax provision. FirstEnergy’s regulated entities recorded a corresponding net regulatory liability to the extent the change in deferred taxes would result in amounts previously collected from utility customers to be subject to refunds to such customers, generally through reductions in future rates. All other amounts were recorded as an adjustment to FirstEnergy’s regulated entities’ deferred income tax provision.

FirstEnergy has completed its assessment of the accounting for certain effects of the provisions in the Tax Act, and as allowed under SEC Staff Accounting Bulletin 118 (SAB 118), has recorded provisional income tax amounts as of December 31, 2017 related to depreciation for which the impacts of the Tax Act could not be finalized, but for which a reasonable estimate could be determined.


137153




Under the new law, property acquired and placed into service after September 27, 2017, will be eligible for full expensing for all taxpayers other than regulated utilities. As a result, FirstEnergy will need to evaluate the contractual terms of its capital expenditures to determine eligibility for full expensing. As of December 31, 2017, FirstEnergy has not yet completed this analysis, but has recorded a reasonable estimate of the effects of these changes based on capital costs incurred prior to year-end. In addition, SAB 118 allows for a measurement period for companies to finalize the provisional amounts recorded as of December 31, 2017. FirstEnergy expects to record any final adjustments to the provisional amounts by the fourth quarter of 2018, which could result in a material impact to FirstEnergy’s income tax provision or financial position.

FirstEnergy’s assessment of accounting for the Tax Act are based upon management’s current understanding of the Tax Act. However, it is expected that further guidance will be issued during 2018, which may result in adjustments that could have a material impact to FirstEnergy’s future results of operations, cash flows, or financial position.

As a result of the Tax Act, FirstEnergy recognized a non-cash charge to income tax expense of $1.2 billion (FES - $1.1 billion) and resulted in excess deferred taxes of $2.3 billion for the regulated business, of which the revenue impact was recorded as a regulatory liability. These adjustments had no impact on our 2017 cash flows.


PROVISION FOR INCOME TAXES (BENEFITS)(1)
 2014 2013 2012
INCOME TAXES (BENEFITS) 2017 2016 2015
 (In millions) (In millions)
FirstEnergy            
Currently payable (receivable)-            
Federal $(132) $(118) $(130) $14
 $(1) $1
State (72) 70
 28
 42
 9
 30
 (204) (48) (102) 56
 8
 31
Deferred, net-            
Federal 214
 305
 580
 876
 (3,114) 277
State (42) (54) 78
 (29) 59
 15
 172
 251
 658
 847
 (3,055) 292
Investment tax credit amortization (10) (8) (11) (8) (8) (8)
Total provision for income taxes (benefits) $(42) $195
 $545
 $895
 $(3,055) $315
            
FES            
Currently payable (receivable)-            
Federal $(222) $(300) $(128) $(159) $(67) $(56)
State (13) (3) 17
 (1) (1) 2
 (235) (303) (111) (160) (68) (54)
Deferred, net-    
      
  
Federal 25
 317
 209
 509
 (2,861) 103
State (14) (4) 9
 (52) (57) 18
 11
 313
 218
 457
 (2,918) 121
Investment tax credit amortization (4) (4) (4) (2) (2) (2)
Total provision for income taxes (benefits) $(228) $6
 $103
 $295
 $(2,988) $65
            
(1)Provision for Income Taxes (Benefits) on Income from Continuing Operations. Currently payable (receivable) in 2014 excludes $106 million and $12 million of federal and state taxes, respectively, associated with discontinued operations. Deferred, net in 2014 excludes $44 million and $5 million of federal and state tax benefits, respectively, associated with discontinued operations.



138154




FirstEnergy and FES tax rates are affected by permanent items, such as AFUDC equity and other flow-through items, as well as discrete items that may occur in any given period, but are not consistent from period to period. The following tables provide a reconciliation of federal income tax expense (benefit) at the federal statutory rate to the total provision for income taxes on continuing operations(benefits) for the three years ended December 31, 2014:31:
2014 2013 20122017 2016 2015
(In millions)(In millions)
FirstEnergy          
Income from Continuing Operations before provision for income taxes$171
 $570
 $1,299
Federal income tax expense at statutory rate (35%)$60
 $199
 $455
Income (loss) before income taxes (benefits)$(829) $(9,232) $893
Federal income tax expense (benefit) at statutory rate (35%)$(290) $(3,231) $313
Increases (reductions) in taxes resulting from-          
State income taxes, net of federal tax benefit(4) (192) 17
AFUDC equity and other flow-through(15) (13) (16)
Amortization of investment tax credits(10) (8) (11)(8) (8) (8)
State income taxes, net of federal tax benefit12
 10
 79
Medicare Part D
 
 32
Effectively settled tax items, including interest(35) (2) (20)
Change in accounting method
 
 (8)
ESOP dividend(6) (9) 
(6) (6) (6)
Change in accounting method(27) 
 
Tax basis balance sheet adjustments(25) 
 
AFUDC equity and other flow-through(13) (7) 
Impairment of non-deductible goodwill
 157
 
Remeasurement of deferred taxes1,193
 
 
Uncertain tax positions(3) (16) 1
Valuation allowances29
 246
 18
Other, net2
 12
 10
(1) 8
 4
Total provision for income taxes (benefits)$(42) $195
 $545
Total income taxes (benefits)$895
 $(3,055) $315
Effective income tax rate(24.6)% 34.2% 42.0%(108.0)% 33.1% 35.3%
          
FES          
Income (loss) from Continuing Operations before provision for income taxes (benefits)$(588) $52
 $276
Income (loss) before income taxes (benefits)$(2,096) $(8,443) $147
Federal income tax expense (benefit) at statutory rate (35%)$(206) $18
 $97
$(734) $(2,955) $51
Increases (reductions) in taxes resulting from-          
State income taxes, net of federal tax benefit(52) (188) 2
Amortization of investment tax credits(4) (4) (4)(2) (2) (2)
State income taxes, net of federal tax benefit(14) (5) 17
Effectively settled tax items
 
 (11)
ESOP dividend(1) (2) 

 (1) (1)
Impairment of non-deductible goodwill
 9
 
Remeasurement of deferred taxes1,067
 
 
Uncertain tax positions
 (8) 5
Valuation allowances18
 151
 14
Other, net(3) (1) 4
(2) 6
 (4)
Total provision for income taxes (benefits)$(228) $6
 $103
Total income taxes (benefits)$295
 $(2,988) $65
Effective income tax rate38.8 % 11.5% 37.3%(14.1)% 35.4% 44.2%
     

In 2014,Absent the impact from the Tax Act, discussed above, FirstEnergy’s effective tax rate on pre-tax losses for 2017 and 2016 was (24.6)% compared to 34.2% in 2013.35.9% and 33.1%, respectively. The decreasechange in the effective tax rate year over year relatesresulted primarily to a $399from the absence of 2016 charges, including $246 million decrease in income from continuing operations, tax benefits associated with an IRS approved change in accounting method for costs associated with the refurbishment of meters and transformers ($27 million), and additional tax benefits on uncertain state tax positions due to expiration of the statute of limitations ($33 million). Additionally, during 2014, income tax benefits of $25 million were recorded that related to prior periods. The out-of-period adjustment primarily related to the correction of amounts included in the Company’s tax basis balance sheet. Management has determined that this adjustment is not material to the current or any prior period. These benefits were partially offset by higher valuation allowances recorded in 2014 onagainst state and municipal NOL carryforwardslocal deferred tax assets, that management believes, more likely than not, will not be realized, as well as the Company believes are no longer realizableimpairment of $800 million of goodwill, of which $433 million was non-deductible for tax purposes.

Absent the impact from the Tax Act, discussed above, FES’ 2017 effective tax rate on pre-tax losses for 2017 and 2016 was 36.8%, and 35.4%, respectively. The change in the effective tax resulted primarily from the absence of $151 million of valuation allowances recorded against state and local deferred tax benefits recorded in 2013 for changes in state apportionment factorsassets, that management believes, more likely than not, will not be realized, as well as a decrease in deferredthe impairment of $23 million of goodwill, which was non-deductible for tax liabilities associated with the elimination of business nexus in certain state jurisdictions.

In 2014, FES’ effective tax rate (on a loss from continuing operations) was 38.8% compared to 11.5% (on income from continuing operations) in 2013. During 2014, FES' effective tax rate benefited from changes to state apportionment factors but was offset by valuation allowances recorded on state and municipality NOL carryforwards.purposes.




139155




Accumulated deferred income taxes as of December 31, 20142017 and 20132016, are as follows:

 2014 2013 2017 2016
 (In millions) (In millions)
FirstEnergy        
Property basis differences $9,354
 $8,734
 $3,662
 $7,088
Deferred sale and leaseback gain (381) (401) (231) (351)
Pension and OPEB (1,433) (972) (952) (1,347)
Nuclear decommissioning activities 458
 460
 450
 635
Asset retirement obligations (641) (651) (453) (669)
Regulatory asset/liability 768
 750
 416
 545
Deferred compensation (177) (269)
Nuclear Fuel (375) (90)
Loss carryforwards and AMT credits (1,932) (1,598) (1,467) (2,251)
Loss carryforward valuation reserve 174
 125
Valuation reserve 580
 438
All other 172
 155
 (94) 36
Net deferred income tax liability $6,539
 $6,602
 $1,359
 $3,765
        
FES        
Property basis differences $1,749
 $1,354
 $(677) $(1,009)
Deferred sale and leaseback gain (356) (370) (219) (328)
Pension and OPEB (373) (66) (244) (366)
Lease market valuation liability 75
 54
 75
 111
Nuclear decommissioning activities 489
 470
 411
 540
Asset retirement obligations (486) (439) (296) (453)
Nuclear Fuel (375) (90)
Loss carryforwards and AMT credits (631) (354) (587) (830)
Loss carryforward valuation reserve 32
 27
Valuation reserve 268
 197
All other (15) 40
 (110) (51)
Net deferred income tax liability $484
 $716
Net deferred income tax asset $(1,754) $(2,279)

FirstEnergy has tax returns that are under review at the audit or appeals level by the IRS and state taxing authorities. FirstEnergy's tax returns for all state jurisdictions are open from 2010-2013.2009-2016. In April 2014,February 2017, the IRS completed its examination of FirstEnergy’s 2011 and 2012 federal income tax returns and issued Revenue Agent Reports for those years. In addition, in JanuaryFirstEnergy's 2015 the IRS completed its examination of the 2013 federal income tax return and issued a Revenue Agent Report. For tax years 2011-2013 there wereFull Acceptance Letter with no material impactschanges or adjustments to FirstEnergy's effectivetaxable income. In August 2017, the IRS substantially completed its examination of FirstEnergy’s 2016 federal income tax rate associatedreturn and, on January 18, 2018, issued a Full Acceptance Letter with these examinations. Tax year 2014 is currently under review by the IRS.no changes or adjustments to FirstEnergy’s taxable income.

FirstEnergy hasand FES have recorded as deferred income tax assets the effect of Federal NOLs and tax credits that will more likely than not be realized through future operations and through the reversal of existing temporary differences. As of December 31, 2014, the deferred income tax assets, before any valuation allowances,2017, FirstEnergy's loss carryforwards and AMT credits consisted of $1.5$4.3 billion ($908 million, net of tax) of Federal NOL carryforwards that expire from 2030 to 2034, Federal AMT credits of $25 million that have an indefinite carryforward period, and $413 million of state and local NOL carryforwards that will begin to expire in 2015.2031 and Federal AMT credits of $39 million that have an indefinite carryforward period. As of December 31, 2017, FES' loss carryforwards consisted of $2.0 billion ($429 million, net of tax) of Federal NOL carryforwards that will begin to expire in 2031.

The table below summarizes pre-tax NOL carryforwards for state and local income tax purposes of approximately $9.9$10.5 billion ($496 million, net of tax) for FirstEnergy, of which approximately $5.6$1.8 billion ($81 million, net of tax) is expected to be utilized based on current estimates and assumptions. FES’ pre-tax NOL carryforwards for state and local income tax purposes is approximately $3.7 billion ($154 million, net of tax), of which $2 million is expected to be utilized based on current estimates and assumptions. The ultimate utilization of these NOLs may be impacted by statutory limitations on the use of NOLs imposed by state and local tax jurisdictions, changes in statutory tax rates, and changes in business which, among other things, impact both future profitability and the manner in which future taxable income is apportioned to various state and local tax jurisdictions.
Expiration Period FirstEnergy FES
  (In millions)
  State Local State Local
2015-2019 $63
 $2,524
 $
 $1,874
2020-2024 1,813
 646
 182
 
2025-2029 1,704
 
 88
 
2030-2034 3,172
 
 1,001
 
  $6,752
 $3,170
 $1,271
 $1,874



140156




Expiration Period FirstEnergy FES
  (In millions)
  State Local State Local
2018-2022 $806
 $3,472
 $2
 $1,954
2023-2027 1,963
 
 32
 
2028-2032 2,382
 
 703
 
2033-2037 1,896
 
 982
 
  $7,047
 $3,472
 $1,719
 $1,954

FirstEnergy accounts for uncertainty in income taxes recognized in its financial statements. A recognition threshold and measurement attribute is utilized for financial statement recognition and measurement of tax positions taken or expected to be taken on a company's tax return. As of December 31, 20142017 and 2013,2016, FirstEnergy's total unrecognized income tax benefits were approximately $34$80 million and $48$84 million, respectively. All $34If ultimately recognized in future years, approximately $24 million of unrecognized income tax benefits as of December 31, 2014, would impact the effective tax rate if ultimately recognizedrate.

On October 18, 2017, the Supreme Court of Pennsylvania affirmed the Commonwealth Court’s holding that the state’s net loss carryover provision violated the Pennsylvania Uniformity Clause and was unconstitutional. However, the supreme court also opined that the portion of the net loss carryover provision that created the violation may be severed from the statute, enabling the statute to operate as the legislature intended, and on October 30, 2017, the Pennsylvania Governor signed House Bill 542 into law which, among other things, amended Pennsylvania’s limitation on net loss deductions to remove the flat-dollar limitation. On January 4, 2018, the supreme court denied to further hear any arguments related to the matter and, as a result, FirstEnergy withdrew its protective refund claims from the state of Pennsylvania on January 30, 2018. Upon doing so, FirstEnergy will reverse a previously recorded unrecognized tax benefit of approximately $45 million in future years. the first quarter of 2018, none of which will impact FirstEnergy’s effective tax rate.

As of December 31, 2014,2017, it is reasonably possible that approximately $10$2 million of additional unrecognized tax benefits may be resolved during 20152018 as a result of the statute of limitations expiring, allnone of which would affect FirstEnergy's effective tax rate.
The following table summarizes the changes in unrecognized tax positions for the years ended 2014, 20132017, 2016 and 2012:2015:
 FirstEnergy FES FirstEnergy FES
 (In millions) (In millions)
Balance, January 1, 2012 $117
 $45
Current year increases 2
 
Current year decreases (7) 
Prior years increases 6
 6
Prior years decreases (37) (13)
Decrease for settlements (38) (35)
Balance, December 31, 2012 $43
 $3
Prior years increases 10
 
Prior years decreases (5) 
Balance, December 31, 2013 $48
 $3
Balance, January 1, 2015 $34
 $3
Current year increases 4
 
 3
 
Prior years increases 5
 
 7
 5
Prior years decreases (23) 
 (10) 
Balance, December 31, 2014 $34
 $3
Balance, December 31, 2015 $34
 $8
Current year increases 2
 
Prior years increases 69
 
Prior years decreases (21) (8)
Balance, December 31, 2016 $84
 $
Current year increases 2
 
Decrease for lapse in statute (6) 
Balance, December 31, 2017 $80
 $

FirstEnergy recognizes interest expense or income and penalties related to uncertain tax positions.positions in income taxes. That amount is computed by applying the applicable statutory interest rate to the difference between the tax position recognized and the amount previously taken or expected to be taken on the federal income tax return. FirstEnergy includesFirstEnergy's recognition of net interest and penalties in the provision for income taxes. FirstEnergy's reversal of accrued interest associated with unrecognized tax benefits reduced FirstEnergy's effective tax rate in 20142017, 2016, and 2012 by approximately $6 million and $4 million, respectively. There2015 was no reversal of accrued interest fornot material. For the year ended December 31, 2013.
The following table summarizes the net interest expense (income) for the three years ended December 31, 20142017 and 2016, the cumulative net interest payable as of December 31, 2014 and 2013:
  
Net Interest Expense (Income)
For the Years Ended December 31,
 
Net Interest Payable
As of December 31,
  2014 2013 2012 2014 2013
  (In millions) (In millions)
FirstEnergy $(6) $1
 $(4) $2
 $9
FES 
 
 (4) 
 1
recorded by FirstEnergy was not material.





141157




General Taxes

General tax expense for 2017, 2016 and 2015, is summarized as follows:

 2014 2013 2012 2017 2016 2015
 (In millions) (In millions)
FirstEnergy            
KWH excise $194
 $219
 $230
 $188
 $196
 $193
State gross receipts 226
 240
 251
 204
 212
 224
Real and personal property 393
 368
 328
 486
 472
 410
Social security and unemployment 112
 110
 126
 131
 127
 119
Other 37
 41
 49
 34
 35
 32
Total general taxes $962
 $978
 $984
 $1,043
 $1,042
 $978
            
FES            
State gross receipts $69
 $77
 $77
 $20
 $28
 $44
Real and personal property 39
 40
 35
 27
 42
 36
Social security and unemployment 17
 19
 20
 11
 15
 16
Other 3
 2
 4
 
 3
 2
Total general taxes $128
 $138
 $136
 $58
 $88
 $98



142158




6.7. LEASES

FirstEnergy leases certain generating facilities, office space and other property and equipment under cancelable and noncancelable leases.

In 1987, OE sold portions of its ownership interests in Perry Unit 1 and Beaver Valley Unit 2 and entered into operating leases on the portions sold for basic lease terms of approximately 29 years, expiringwhich expired in 2016.2016 for Perry Unit 1 and in 2017 for Beaver Valley Unit 2. In that same year, CEI and TE also sold portions of their ownership interests in Beaver Valley Unit 2 and Bruce Mansfield Units 1, 2 and 3 and entered into similar operating leases for lease terms of approximately 30 years, expiringwhich expired in 2017. During the terms of their respective leases, OE, CEI and TE are responsible, to the extent of their leasehold interests, for costs associated with the units including construction expenditures, operation and maintenance expenses, insurance, nuclear fuel, property taxes and decommissioning. They have the right, at the expiration of the respective basic lease terms, to renew their respective leases. They also have the right to purchase the facilities at the expiration of the basic lease term or any renewal term at a price equal to the fair market value of the facilities. The basic rental payments are adjusted when applicable federal tax law changes.

In 2007, FG completed a sale and leaseback transaction for its 93.825%93.83% undivided interest in Bruce Mansfield Unit 1 and entered into operating leases for basic lease terms of approximately 33 years, expiring in 2040. FES has unconditionally and irrevocably guaranteed all of FG’s obligations under each of the leases. In 2013, FG acquired the remaining lessor interests inAs of December 31, 2017, FES' leasehold interest was 93.83% of Bruce Mansfield Units 1, 2 and 3, which were part of the leases entered into by CEI and TE in 1987.Unit 1.

In February 2014,On May 23, 2016, NG purchased47.7 MW of lessor equity interests in OE's existing sale and leaseback of Beaver Valley Unit 2 for approximately$94 million. On June 24, 2014, OE exercised its irrevocable right to repurchase fromcompleted the remaining owner participants the lessors' interests in Beaver Valley Unit 2 at the endpurchase of the lease term (June 1, 2017), which right to repurchase was assigned to NG. Additionally, on June 24, 2014, NG entered into a purchase agreement with an owner participant to purchase its3.75% lessor equity interests of the remaining non-affiliated leasehold interest in Perry Unit 1 for $50 million. In addition, the Perry Unit 1 leases expired in accordance with their terms on May 23,30, 2016, which is just prior toresulting in NG being the end of the lease term. In November 2014, NG repurchased 55.3 MW of lessor equity interests in OE's existing sale and leasebacksole owner of Perry Unit 1 for approximately $87 million. OE and TE continue to lease these MW under their respective sale and leaseback arrangements andentitled to100%of the related lease debt remains outstanding.unit's output.

Established by OE in 1996, PNBV purchased a portionOn June 1, 2017, NG completed the purchase of the lease obligation bonds issued on behalf2.60% lessor equity interests of lessorsthe remaining non-affiliated leasehold interests in OE’s Perry Unit 1 and Beaver Valley Unit 2 sale and leaseback transactions. Similarly, CEI and TE established Shippingportfor $38 million. In addition, the Beaver Valley Unit 2 leases expired in 1997 to purchaseaccordance with their terms on June 1, 2017, resulting in NG being the lease obligation bonds issued on behalf of lessors in their Bruce Mansfield Units 1, 2 and 3 sale and leaseback transactions. During 2013, the investments held at Shippingport were liquidated. The PNBV arrangements effectively reduce lease costs related to those transactions (see Note 8, Variable Interest Entities).

As of December 31, 2014, FirstEnergy's leasehold interest was 3.75% of Perry Unit 1, 93.83% of Bruce Mansfield Unit 1 and 2.60%sole owner of Beaver Valley Unit 2.

Operating lease expense for 2014, 20132017, 2016 and 2012,2015, is summarized as follows:
(In millions) 2014 2013 2012 2017 2016 2015
            
FirstEnergy 199
 224
 291
 $158
 $168
 $174
FES 95
 97
 140
 $93
 $94
 $94

The future minimum capital lease payments as of December 31, 20142017 are as follows:
Capital leases FirstEnergy FES
  (In millions)
2015 $39
 $6
2016 35
 6
2017 30
 5
2018 23
 2
2019 18
 
Years thereafter 40
 
Total minimum lease payments 185
 19
Interest portion (25) (1)
Present value of net minimum lease payments 160
 18
Less current portion 34
 5
Noncurrent portion $126
 $13



143





FirstEnergy's future minimum consolidated operating lease payments as of December 31, 2014, are as follows:
Capital Leases FirstEnergy FES
 FirstEnergy (In millions)
Operating Leases Lease Payments PNBV Net
 (In millions)
2015 $245
 $40
 $205
2016 197
 13
 184
2017 122
 3
 119
2018 128
 
 128
 $28
 $2
2019 109
 
 109
 23
 
2020 18
 
2021 15
 
2022 13
 
Years thereafter 1,482
 
 1,482
 20
 
Total minimum lease payments $2,283
 $56
 $2,227
 117
 2
Interest portion (26) 
Present value of net minimum lease payments 91
 2
Less current portion 24
 2
Noncurrent portion $67
 $

FES'The future minimum operating lease payments as of December 31, 2014,2017, are as follows:
Operating Leases FirstEnergy FES 
  (In millions) 
2018 $146
 $101
 
2019 128
 97
 
2020 102
 68
 
2021 124
 93
 
2022 111
 91
 
Years thereafter 1,263
 1,131
 
Total minimum lease payments $1,874
 $1,581
 


159

Operating Leases Lease Payments
  (In millions)
2015 $142
2016 131
2017 81
2018 101
2019 97
Years thereafter 1,383
Total minimum lease payments $1,935


7.
8. INTANGIBLE ASSETS

As of December 31, 2014,2017, intangible assets classified in Other Deferred Charges on FirstEnergy’s Consolidated Balance Sheet, include the following:
 Intangible Assets Amortization Expense Intangible Assets Amortization Expense
       Actual Estimated       Actual Estimated
(In millions) Gross Accumulated Amortization Net 2014 2015 2016 2017 2018 2019 Thereafter Gross Accumulated Amortization Net 2017 2018 2019 2020 2021 2022 Thereafter
NUG contracts(1)
 $124
 $20
 $104
 $5
 $5
 $5
 $5
 $5
 $5
 $79
 $124
 $36
 $88
 $5
 $5
 $5
 $5
 $5
 $5
 $63
OVEC 54
 7
 47
 2
 2
 2
 2
 2
 2
 37
 8
 3
 5
 1
 
 1
 
 
 
 4
Coal contracts(3)(2)
 556
 289
 267
 55
 51
 51
 45
 30
 30
 19
 102
 94
 8
 4
 3
 3
 2
 
 
 
FES customer contracts 148
 70
 78
 18
 17
 17
 16
 14
 13
 1
 148
 144
 4
 5
 3
 1
 
 
 
 
 $882
 $386
 $496
 $80
 $75
 $75
 $68
 $51
 $50
 $136
 $382
 $277
 $105
 $15
 $11
 $10
 $7
 $5
 $5
 $67

(1)
NUG contracts are subject to regulatory accounting and their amortization does not impact earnings.
(2)
A gross amount of $40 million ($29 million, net) of theThe coal contracts is related to FES. The 2014 and estimated 2015 to 2019 amortization expense for FES is $5.7 million annually.
(3)
A gross amount of $102 million ($41 million, net) of the coal contracts waswere recorded with a regulatory offset and thetheir amortization does not impact earnings. Accordingly, the amortization expense for these coal contracts is excluded from table above.

FES acquired certain customer contract rights which were capitalized as intangible assets. These rights allow FES to supply electric generation to customers, and the recorded value is being amortized ratably over the term of the related contracts.


144




8.9. VARIABLE INTEREST ENTITIES

FirstEnergy performs qualitative analyses based on powerscontrol and benefitseconomics to determine whether a variable interest givesclassifies FirstEnergy as the primary beneficiary (a controlling financial interest) of a VIE. An enterprise has a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise thatif it has both power and benefits,economic control, such that an entity has (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. FirstEnergy consolidates a VIE when it is determined that it is the primary beneficiary.

VIEs included in FirstEnergy’s consolidated financial statements are: the PNBV and Shippingport capital trusts that were created to refinance debt originally issued in connection with sale and leaseback transactions; wholly-owned limited liability companies of the Ohio Companies (as described below); wholly owned limited liability companies of JCP&L created to sell transition bonds to securitize the recovery of JCP&L’s bondable stranded costs and special purpose limited liability companies at MP and PE created to issue environmental control bonds that were used to construct environmental control facilities (see Note 11, Capitalization for additional details).

The caption noncontrolling interest within the consolidated financial statements is used to reflect the portion of a VIE that FirstEnergy consolidates, but does not own.

In order to evaluate contracts for consolidation treatment and entities for which FirstEnergy has an interest, FirstEnergy aggregates variable interests into the following categories based on similar risk characteristics and significance.

Consolidated VIEs
VIEs in which FirstEnergy is the primary beneficiary consist of the following (included in FirstEnergy’s consolidated financial statements):
Ohio Securitization

- In September 2012, the Ohio Companies formed CEI Funding LLC, OE Funding LLC and TE Funding LLC, respectively, ascreated separate, wholly-owned limited liability SPEs.company SPEs which issued phase-in recovery bonds to securitize the recovery of certain all-electric customer heating discounts, fuel and purchased power regulatory assets. The phase-in recovery bonds issued by these SPEs are payable only from, and secured by, phase-in recovery property owned by the SPEs (i.e. the right to impose, charge and collect irrevocable non-bypassable usage-based charges payable by retail electric customers in the service territories of the Ohio Companies) and theSPEs. The bondholder has no recourse to the general credit of FirstEnergy or any of the Ohio Companies. Each of the Ohio Companies, as servicer of its respective SPE, manages and administers the phase-in recovery property including the billing, collection and remittance of usage-based charges payable by retail electric customers. In the aggregate, the Ohio Companies are entitled to annual servicing fees of $445 thousand that are recoverable through the usage-based charges. The SPEs are considered VIEs and each one is consolidated into its applicable utility. As of December 31, 2017 and December 31, 2016, $315 million and $339 million of the phase-in recovery bonds were outstanding, respectively.
JCP&L Securitization - In June 2002, JCP&L Transition Funding sold transition bonds to securitize the recovery of JCP&L’s bondable stranded costs associated with the previously divested Oyster Creek Nuclear Generating Station, which were paid in full at maturity on June 5, 2017. Additionally, in August 2006, JCP&L Transition Funding II sold transition bonds to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS. JCP&L did not purchase and does not own any of the transition bonds, which are included as long-term debt on FirstEnergy’s and JCP&L’s Consolidated Balance Sheets. The transition bonds are the sole obligations of JCP&L Transition Funding II and are collateralized by its equity and assets, which consist primarily of bondable transition property. As of December 31, 2017 and December 31, 2016, $56 million and $85 million of the transition bonds were outstanding, respectively.
MP and PE Environmental Funding Companies - The entities issued bonds, the proceeds of which were used to construct environmental control facilities. The limited liability company SPEs own the irrevocable right to collect non-bypassable environmental control charges from all customers who receive electric delivery service in MP's and PE's West Virginia service territories. Principal and interest owed on the environmental control bonds is secured by, and payable solely from, the proceeds of the environmental control charges. Creditors of FirstEnergy, other than the limited liability company SPEs, have no recourse to any assets or revenues of the special purpose limited liability companies. As of December 31, 2017 and December 31, 2016, $383 million and $406 million of the environmental control bonds were outstanding, respectively.
FES does not have any consolidated VIEs.

Mining Operations

160




Unconsolidated VIEs
FirstEnergy is not the primary beneficiary of the following VIEs:
Global Holding - FEV holds a 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations with coal sales in U.S. and international markets. FEV is not the primary beneficiary of the joint venture, as it does not have control over the significant activities affecting the joint venture's economic performance. FEV's ownership interest is subject to the equity method of accounting.

Previously FEV held a 50% equity ownership In 2015, FirstEnergy fully impaired the value of its investment in Global Holding.
As discussed in Note 16, "Commitments, Guarantees and Contingencies," FE is the guarantor under Global Holding's term loan facility, which has an outstanding principal balance of $275 million. Failure by Global Holding to meet the terms and conditions under its term loan facility could require FE to be obligated under the provisions of which a 16.7% interest was soldits guarantee, resulting in 2011. In conjunction with the 2011 sale, a subsidiaryconsolidation of Global Holding was given the right to put up to 2 million tons annually from the Signal Peak mine to FG through 2024. Such subsidiary did not exercise their right under the put for 2014 or 2015.by FE.

Trusts

FirstEnergy's consolidated financial statements include PNBV and Shippingport. FirstEnergy used debt and available funds to purchase the notes issued by PNBV and Shippingport for the purchase of lease obligation bonds. Ownership of PNBV includesPATH WV - PATH, a 3% equity interest by an unaffiliated third party and a 3% equity interest held by OES Ventures, a wholly owned subsidiary of OE. During 2013, the investments held at Shippingport were liquidated.

PATH-WV

PATHproposed 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 the portion of the PATH project that was to be constructed by PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting. As of December 31, 2017, the carrying value of the equity method investment was $17 million.

On August 24, 2012, PJM removed the PATH project from its long-range expansion plans. See Note 14, Regulatory Matters, for additional information on the abandonment of PATH.



145




Purchase Power Purchase Agreements

- FirstEnergy evaluated its power purchase agreementsPPAs 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.
FirstEnergy maintains 1712 long-term power purchase agreementsPPAs with NUG entities that were entered into pursuant to PURPA. FirstEnergy was not involved in the creation of, and has no equity or debt invested in, any of these entities.

FirstEnergy has determined that for all but twoone of these NUG entities, it does not have a variable interests in the entitiesinterest or the entities do not meet the criteria to be considered a VIE. FirstEnergy may hold a variable interest in the remaining two entities;one entity; however, it applied the scope exception that exempts enterprises unable to obtain the necessary information to evaluate entities.

Because FirstEnergy has no equity or debt interests in the NUG entities, its maximum exposure to loss relates primarily to the above-market costs incurred for power. FirstEnergy expects any above-market costs incurred at its Regulated Distribution segment to be recovered from customers. Purchased power costs related to the contractscontract that may contain a variable interest were $185$112 million and $108 million, respectively, during the years ended December 31, 20142017 and 2013.2016.

In 1998 the PPUC issued an order approving a transition plan for WPSale and Leaseback Transactions - FES has obligations that disallowed certain costs, including an estimated amount for an adverse power purchase commitmentare not included on its Consolidated Balance Sheet related to the NUG entity wherein WP may hold a variable interest, for which WP has taken the scope exception. On November 20, 2012, WP entered into an agreement to terminate the adverse power purchase commitment and accrued a pre-tax loss of $17 million. WP terminated the adverse commitment on January2007 Bruce Mansfield Unit 1 2013 and settled its liability.

Sale and Leaseback

FirstEnergy has variable interests in certain sale and leaseback transactions.arrangement, which are satisfied through operating lease payments. FirstEnergy is not the primary beneficiary of these interests as it does not have control over the significant activities affecting the economics of the arrangements. See Note 6, Leases for additional details.

FirstEnergy and FES areis exposed to losses under their applicablethe Bruce Mansfield Unit 1 sale and leaseback agreements upon the occurrence of certain contingent events. The maximum exposure under these provisions represents the net amount of casualty value payments due to the lessor, by FirstEnergy and FES, upon the occurrence of specified casualty events. Net discounted lease payments to the lessor would not be payable if the casualty loss payments were made. The following table discloses each company’sFirstEnergy's net exposure to loss based upon the casualty value provisions as of December 31, 2014:

2017:
 
Maximum
Exposure
 
Discounted Lease
Payments, net
 
Net
Exposure
 (In millions)
FirstEnergy$1,308
 $1,050
 $258
FES$1,217
 $1,003
 $214
 
Maximum
Exposure
 
Discounted Lease
Payments, net
 
Net
Exposure
 (In millions)
FirstEnergy(1)
$1,083
 $862
 $221

(1) All amounts are associated with FES.




146161




9.10. FAIR VALUE MEASUREMENTS

RECURRING FAIR VALUE MEASUREMENTS

Authoritative accounting guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. The three levels of the fair value hierarchy and a description of the valuation techniques are as follows:

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

Models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.

Level 3-Valuation inputs are unobservable and significant to the fair value measurement

FirstEnergy produces a long-term power and capacity price forecast annually with periodic updates as market conditions change. When underlying prices are not observable, prices from the long-term price forecast, which has been reviewed and approved by FirstEnergy's Risk Policy Committee, are used to measure fair value. A more detailed description of FirstEnergy's valuation process for FTRs and NUGs are as follows:

FTRs are financial instruments that entitle the holder to a stream of revenues (or charges) based on the hourly day-ahead congestion price differences across transmission paths. FTRs are acquired by FirstEnergy in the annual, monthly and long-term RTOPJM auctions and are initially recorded using the auction clearing price less cost. After initial recognition, FTRs' carrying values are periodically adjusted to fair value using a mark-to-model methodology, which approximates market. The primary inputs into the model, which are generally less observable than objective sources, are the most recent RTOPJM auction clearing prices and the FTRs' remaining hours. The model calculates the fair value by multiplying the most recent auction clearing price by the remaining FTR hours less the prorated FTR cost. Generally, significant increases or decreases in inputs in isolation could result in a higher or lower fair value measurement. See Note 10, Derivative11, "Derivative Instruments," for additional information regarding FirstEnergy's FTRs.

NUG contracts represent purchase power agreementsPPAs with third-party non-utility generators that are transacted to satisfy certain obligations under PURPA. NUG contract carrying values are recorded at fair value and adjusted periodically using a mark-to-model methodology, which approximates market. The primary unobservable inputs into the model are regional power prices and generation MWH. Pricing for the NUG contracts is a combination of market prices for the current year and next threetwo years based on observable data and internal models using historical trends and market data for the remaining years under contract. The internal models use forecasted energy purchase prices as an input when prices are not defined by the contract. Forecasted market prices are based on ICE quotes and management assumptions. Generation MWH reflects data provided by contractual arrangements and historical trends. The model calculates the fair value by multiplying the prices by the generation MWH. Generally, significant increases or decreases in inputs in isolation could result in a higher or lower fair value measurement.

FirstEnergy primarily applies the market approach for recurring fair value measurements using the best information available. Accordingly, FirstEnergy maximizes the use of observable inputs and minimizes the use of unobservable inputs. There were no changes in valuation methodologies used as of December 31, 2014,2017, from those used as of December 31, 2013.2016. The determination of the fair value measures takes into consideration various factors, including but not limited to, nonperformance risk, counterparty credit risk and the impact of credit enhancements (such as cash deposits, LOCs and priority interests). The impact of these forms of risk was not significant to the fair value measurements.



147162




Transfers between levels are recognized at the end of the reporting period. There were no transfers between levels during the years ended December 31, 20142017 and 2013.2016. The following tables set forth the recurring assets and liabilities that are accounted for at fair value by level within the fair value hierarchy:
FirstEnergy                              
                              
Recurring Fair Value MeasurementsDecember 31, 2014 December 31, 2013December 31, 2017 December 31, 2016
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets(In millions)(In millions)
Corporate debt securities$
 $1,221
 $
 $1,221
 $
 $1,365
 $
 $1,365
$
 $1,196
 $
 $1,196
 $
 $1,247
 $
 $1,247
Derivative assets - commodity contracts1
 171
 
 172
 7
 208
 
 215

 33
 
 33
 10
 200
 
 210
Derivative assets - FTRs
 
 39
 39
 
 
 4
 4

 
 4
 4
 
 
 7
 7
Derivative assets - NUG contracts(1)

 
 2
 2
 
 
 20
 20

 
 
 
 
 
 1
 1
Equity securities(2)
592
 
 
 592
 317
 
 
 317
1,104
 
 
 1,104
 925
 
 
 925
Foreign government debt securities
 76
 
 76
 
 109
 
 109

 88
 
 88
 
 78
 
 78
U.S. government debt securities
 182
 
 182
 
 165
 
 165

 154
 
 154
 
 161
 
 161
U.S. state debt securities
 237
 
 237
 
 228
 
 228

 276
 
 276
 
 246
 
 246
Other(3)
55
 256
 
 311
 187
 255
 
 442
589
 135
 
 724
 199
 123
 
 322
Total assets$648
 $2,143
 $41
 $2,832
 $511
 $2,330
 $24
 $2,865
$1,693
 $1,882
 $4
 $3,579
 $1,134
 $2,055
 $8
 $3,197
                              
Liabilities                              
Derivative liabilities - commodity contracts$(26) $(141) $
 $(167) $(13) $(100) $
 $(113)$
 $(27) $
 $(27) $(6) $(118) $
 $(124)
Derivative liabilities - FTRs
 
 (14) (14) 
 
 (12) (12)
 
 (1) (1) 
 
 (6) (6)
Derivative liabilities - NUG contracts(1)

 
 (153) (153) 
 
 (222) (222)
 
 (79) (79) 
 
 (108) (108)
Total liabilities$(26) $(141) $(167) $(334) $(13) $(100) $(234) $(347)$
 $(27) $(80) $(107) $(6) $(118) $(114) $(238)
                              
Net assets (liabilities)(4)
$622
 $2,002
 $(126) $2,498
 $498
 $2,230
 $(210) $2,518
$1,693
 $1,855
 $(76) $3,472
 $1,128
 $1,937
 $(106) $2,959

(1) 
NUG 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 Alerian MLP Index or the Wells Fargo Hybrid and Preferred Securities REIT index.
(3) 
Primarily consists of cash and short-term cash investments.
(4) 
Excludes $40$(8) million and $10$(3) million as of December 31, 20142017 and December 31, 2013,2016, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.


148163




Rollforward of Level 3 Measurements

The following table provides a reconciliation of changes in the fair value of NUG contracts LCAPP contracts, and FTRs that are classified as Level 3 in the fair value hierarchy for the periods ended December 31, 20142017 and December 31, 2013:2016:

NUG Contracts(1)
 
LCAPP Contracts(1)
 FTRs
NUG Contracts(1)
 FTRs
Derivative Assets Derivative Liabilities Net Derivative Assets Derivative Liabilities Net Derivative Assets Derivative Liabilities NetDerivative Assets Derivative Liabilities Net Derivative Assets Derivative Liabilities Net
(In millions)(In millions)
January 1, 2013 Balance$36
 $(290) $(254) $
 $(144) $(144) $8
 $(9) $(1)
Unrealized gain (loss)(8) (17) (25) 
 (22) (22) 3
 1
 4
Purchases
 
 
 
 
 
 6
 (15) (9)
Terminations(2)

 
 
 
 166
 166
 
 
 
Settlements(8) 85
 77
 
 
 
 (13) 11
 (2)
December 31, 2013 Balance$20
 $(222) $(202) $
 $
 $
 $4
 $(12) $(8)
January 1, 2016 Balance$1
 $(137) $(136) $8
 $(13) $(5)
Unrealized gain (loss)2
 (2) 
 
 
 
 47
 (1) 46
2
 (17) (15) (6) (4) (10)
Purchases
 
 
 
 
 
 26
 (16) 10

 
 
 16
 (7) 9
Settlements(20) 71
 51
 
 
 
 (38) 15
 (23)(2) 46
 44
 (11) 18
 7
December 31, 2014 Balance$2
 $(153) $(151) $

$
 $
 $39
 $(14) $25
December 31, 2016 Balance$1
 $(108) $(107) $7
 $(6) $1
Unrealized gain (loss)
 (10) (10) 1
 (2) (1)
Purchases
 
 
 4
 (1) 3
Settlements(1) 39
 38
 (8) 8
 
December 31, 2017 Balance$
 $(79) $(79) $4
 $(1) $3

(1)
(1)NUG contracts are subject to regulatory accounting treatment and changes in market values do not impact earnings.
Changes in the fair value of NUG and LCAPP contracts are subject to regulatory accounting treatment and do not impact earnings.
(2)
LCAPP contracts are financially settled agreements associated with capacity in New Jersey. During the fourth quarter of 2013, all LCAPP contracts were terminated after being declared unconstitutional by the U.S. District Court for the District of New Jersey.

Level 3 Quantitative Information

The following table provides quantitative information for FTRs and NUG contracts that are classified as Level 3 in the fair value hierarchy for the period ended December 31, 2014:2017:
 
 Fair Value, Net (In millions) 
Valuation
Technique
 Significant Input Range Weighted Average Units Fair Value, Net (In millions) Valuation
Technique
 Significant Input Range Weighted Average Units
FTRs $25
 Model RTO auction clearing prices ($7.20) to $19.30 $1.40 Dollars/MWH $3
 Model RTO auction clearing prices ($4.60) to $5.40 $0.70 Dollars/MWH
NUG Contracts $(151) Model 
Generation
Regional electricity prices
 
500 to 4,756,000
$44.40 to $69.80
 
950,000
$51.80
 
MWH
Dollars/MWH
 $(79) Model Generation
Regional electricity prices
 
400 to 2,099,000
$30.70 to $32.00
 426,000 $30.70 MWH
Dollars/MWH



149164




FES                              
                              
Recurring Fair Value MeasurementsDecember 31, 2014 December 31, 2013December 31, 2017 December 31, 2016
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets(In millions)(In millions)
Corporate debt securities$
 $655
 $
 $655
 $
 $792
 $
 $792
$
 $720
 $
 $720
 $
 $726
 $
 $726
Derivative assets - commodity contracts1
 171
 
 172
 7
 208
 
 215

 33
 
 33
 10
 200
 
 210
Derivative assets - FTRs
 
 27
 27
 
 
 3
 3

 
 1
 1
 
 
 4
 4
Equity securities(1)
360
 
 
 360
 207
 
 
 207
810
 
 
 810
 634
 
 
 634
Foreign government debt securities
 57
 
 57
 
 65
 
 65

 65
 
 65
 
 58
 
 58
U.S. government debt securities
 46
 
 46
 
 27
 
 27

 133
 
 133
 
 48
 
 48
U.S. state debt securities
 4
 
 4
 
 
 
 

 29
 
 29
 
 3
 
 3
Other(2)

 199
 
 199
 
 176
 
 176
1
 96
 
 97
 2
 81
 
 83
Total assets$361
 $1,132
 $27
 $1,520
 $214
 $1,268
 $3
 $1,485
$811
 $1,076
 $1
 $1,888
 $646
 $1,116
 $4
 $1,766
                              
Liabilities                              
Derivative liabilities - commodity contracts$(26) $(141) $
 $(167) $(13) $(100) $
 $(113)$
 $(23) $
 $(23) $(6) $(118) $
 $(124)
Derivative liabilities - FTRs
 
 (13) (13) 
 
 (11) (11)
 
 (1) (1) 
 
 (5) (5)
Total liabilities$(26) $(141) $(13) $(180) $(13) $(100) $(11) $(124)$
 $(23) $(1) $(24) $(6) $(118) $(5) $(129)
                              
Net assets (liabilities)(3)
$335
 $991
 $14
 $1,340
 $201
 $1,168
 $(8) $1,361
$811
 $1,053
 $
 $1,864
 $640
 $998
 $(1) $1,637

(1) 
NDT funds hold equity portfolios whose performance is benchmarked against the Alerian MLP Index or the Wells Fargo Hybrid and Preferred Securities REIT index.
(2) 
Primarily consists of short-term cash investments.
(3) 
Excludes $44$3 million and $9$2 million as of December 31, 20142017 and December 31, 2013,2016, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.

Rollforward of Level 3 Measurements

The following table provides a reconciliation of changes in the fair value of FTRs held by FES and classified as Level 3 in the fair value hierarchy for the periods ended December 31, 20142017 and December 31, 2013:2016:

 Derivative Asset Derivative Liability Net Asset/(Liability) Derivative Asset Derivative Liability Net Asset/(Liability)
 (In millions) (In millions)
January 1, 2013 Balance $6
 $(6) $
January 1, 2016 Balance $5
 $(11) $(6)
Unrealized loss 
 (2) (2) (4) (3) (7)
Purchases 5
 (12) (7) 10
 (5) 5
Settlements (8) 9
 1
 (7) 14
 7
December 31, 2013 Balance $3
 $(11) $(8)
Unrealized gain (loss) 34
 (1) 33
December 31, 2016 Balance $4
 $(5) $(1)
Unrealized loss 
 (1) (1)
Purchases 15
 (16) (1) 1
 (1) 
Settlements (25) 15
 (10) (4) 6
 2
December 31, 2014 Balance $27
 $(13) $14
December 31, 2017 Balance $1
 $(1) $

Level 3 Quantitative Information

The following table provides quantitative information for FTRs held by FES that are classified as Level 3 in the fair value hierarchy for the period ended December 31, 2014:2017:
 
  Fair Value, Net (In millions) 
Valuation
Technique
 Significant Input Range Weighted Average Units
FTRs $14
 Model RTO auction clearing prices ($7.20) to $19.30 $1.10 Dollars/MWH
Fair Value, Net (In millions)Valuation
Technique
Significant InputRangeWeighted AverageUnits
FTRs$
ModelRTO auction clearing prices($4.60) to $3.30$0.10Dollars/MWH



150165




INVESTMENTS

All temporary cash investments purchased with an initial maturity of three months or less are reported as cash equivalents on the Consolidated Balance Sheets at cost, which approximates their fair market value. Investments other than cash and cash equivalents include held-to-maturity securities and AFS securities and notes receivable.securities.

At the end of each reporting period, FirstEnergy evaluates its investments for OTTI. Investments classified as AFS securities are evaluated to determine whether a decline in fair value below the cost basis is other than temporary. FirstEnergy first considers its intent and ability to hold an equity security until recovery and then considers, among other factors, the duration and the extent to which the security's fair value has been less than its cost and the near-term financial prospects of the security issuer when evaluating an investment for impairment. For debt securities, FirstEnergy considers its intent to hold the securities, the likelihood that it will be required to sell the securities before recovery of its cost basis and the likelihood of recovery of the securities' entire amortized cost basis. If the decline in fair value is determined to be other than temporary, the cost basis of the securities is written down to fair value.
 
Unrealized gains and losses on AFS securities are recognized in AOCI. However, unrealized losses held in the NDTs of FES, OE and TE are recognized in earnings since the trust arrangements, as they are currently defined, do not meet the required ability and intent to hold criteria in consideration of OTTI. The NDTs of JCP&L, ME and PN are subject to regulatory accounting with unrealized gains and losses offset against regulatory assets.

During the second quarter of 2017, in connection with NG purchasing the lessor equity interests of the remaining non-affiliated leasehold interests from an owner participant in the Beaver Valley Unit 2 and the expiration of the leases, OE and TE transferred NDT assets of $189 million associated with their leasehold interests to NG. See Note 14, "Asset Retirement Obligations," for additional information.

The investment policy for the NDT funds restricts or limits the trusts' ability to hold certain types of assets including private or direct placements, warrants, securities of FirstEnergy, investments in companies owning nuclear power plants, financial derivatives, securities convertible into common stock and securities of the trust funds' custodian or managers and their parents or subsidiaries.

AFS Securities

FirstEnergy holds debt and equity securities within its NDT and nuclear fuel disposal and NUG trusts. These trust investments are considered AFS securities, recognized at fair market value. FirstEnergy has no securities held for trading purposes.

The following table summarizes the amortized cost basis, unrealized gains (there were no unrealized losses) and fair values of investments held in NDT and nuclear fuel disposal and NUG trusts as of December 31, 20142017 and December 31, 2013:2016:

 
December 31, 2014(1)
 
December 31, 2013(2)
 
December 31, 2017(1)
 
December 31, 2016(2)
 Cost Basis Unrealized Gains Fair Value Cost Basis Unrealized Gains Fair Value Cost Basis Unrealized Gains Fair Value Cost Basis Unrealized Gains Fair Value
 (In millions) (In millions)
Debt securities                        
FirstEnergy $1,724
 $27
 $1,751
 $1,881
 $33

$1,914
 $1,707
 $31
 $1,738
 $1,735
 $38

$1,773
FES 788
 13
 801
 918
 17
 935
 950
 20
 970
 847
 27
 874
                        
Equity securities                        
FirstEnergy $533
 $58
 $591
 $308
 $9
 $317
 $949
 $155
 $1,104
 $822
 $103
 $925
FES 329
 31
 360
 207
 
 207
 695
 115
 810
 564
 70
 634

(1) 
Excludes short-term cash investments: FE ConsolidatedFirstEnergy - $241$87 million; FES - $204$76 million.
(2) 
Excludes short-term cash investments: FE ConsolidatedFirstEnergy - $204$61 million; FES - $135$44 million.



151166




Proceeds from the sale of investments in AFS securities, realized gains and losses on those sales, OTTI and interest and dividend income for the three years ended December 31, 2014, 20132017, 2016 and 20122015 were as follows:

December 31, 2014 Sale Proceeds Realized Gains Realized Losses OTTI 
Interest and
Dividend Income
December 31, 2017 Sale Proceeds Realized Gains Realized Losses OTTI 
Interest and
Dividend Income
 (In millions) (In millions)
FirstEnergy $2,133
 $146
 $(75) $(37) $96
 $2,170
 $330
 $(253) $(13) $98
FES 1,163
 113
 (54) (33) 56
 940
 256
 (195) (13) 59
                    
December 31, 2013 Sale Proceeds Realized Gains Realized Losses OTTI Interest and Dividend Income
December 31, 2016 Sale Proceeds Realized Gains Realized Losses OTTI Interest and Dividend Income
 (In millions) (In millions)
FirstEnergy $2,047
 $92
 $(46) $(90) $101
 $1,678
 $170
 $(121) $(21) $100
FES 940
 70
 (21) (79) 60
 717
 117
 (69) (19) 56
                    
December 31, 2012 Sale Proceeds Realized Gains Realized Losses OTTI 
Interest and
Dividend Income
December 31, 2015 Sale Proceeds Realized Gains Realized Losses OTTI 
Interest and
Dividend Income
 (In millions) (In millions)
FirstEnergy $2,980
 $179
 $(83) $(16) $70
 $1,534
 $209
 $(191) $(102) $101
FES 1,464
 124
 (59) (14) 39
 733
 158
 (134) (90) 57

Held-To-Maturity Securities

The following table provides the amortized cost basis, unrealizedUnrealized gains (there were no unrealized losses) and approximate fair values of investments in held-to-maturity securities as of December 31, 20142017 and December 31, 2013:

  December 31, 2014 December 31, 2013
  Cost Basis Unrealized Gains Fair Value Cost Basis Unrealized Gains Fair Value
  (In millions)
Debt Securities            
FirstEnergy $13
 $4
 $17
 $33
 $2
 $35

The held-to-maturity debt securities contractually mature by June 30, 2017.2016 are immaterial to FirstEnergy. Investments in employee benefit trusts and cost and equity method investments including FirstEnergy's investment in Global Holding, totaling $626$255 million as of December 31, 2014,2017 and $636$266 million as of December 31, 2013,2016, are excluded from the amounts reported above.

During 2012, FE increased its ownership interest in a cost method investment. The increased investment triggered a change in the investment accounting from the cost method to the equity method. As a result of this change, FE recorded a reduction of $9 million to retained earnings in 2012 to reflect the investment as if it had been historically accounted for under the equity method.

LONG-TERM DEBT AND OTHER LONG-TERM OBLIGATIONS

All borrowings with initial maturities of less than one year are defined as short-term financial instruments under GAAP and are reported as Short-term borrowings on the Consolidated Balance Sheets at cost. Since these borrowings are short-term in nature, FirstEnergy believes that their costs approximate their fair market value. The following table provides the approximate fair value and related carrying amounts of long-term debt, and other long-term obligations, excludingwhich excludes capital lease obligations and net unamortized debt issuance costs, premiums and discounts:
December 31, 2014 December 31, 2013December 31, 2017 December 31, 2016
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
(In millions)(In millions)
FirstEnergy$19,828
 $21,733
 $17,049
 $17,957
$22,261
 $23,038
 $19,885
 $19,829
FES3,097
 3,241
 3,001
 3,073
2,836
 1,487
 3,000
 1,555

The fair values of long-term debt and other long-term obligations reflect the present value of the cash outflows relating to those securities based on the current call price, the yield to maturity or the yield to call, as deemed appropriate at the end of each respective


152




period. The yields assumed were based on securities with similar characteristics offered by corporations with credit ratings similar to those of FirstEnergy and its subsidiaries.FirstEnergy. FirstEnergy classified short-term borrowings, long-term debt and other long-term obligations as Level 2 in the fair value hierarchy as of December 31, 20142017 and December 31, 2013.2016.
10.11. DERIVATIVE INSTRUMENTS

FirstEnergy is exposed to financial risks resulting from fluctuating interest rates and commodity prices, including prices for electricity, natural gas, coal and energy transmission. To manage the volatility relatingrelated to these exposures, FirstEnergy’s Risk Policy Committee, comprised of senior management, provides general management oversight for risk management activities throughout FirstEnergy. The Risk Policy Committee is responsible for promoting the effective design and implementation of sound risk management programs and oversees compliance with corporate risk management policies and established risk management practice. FirstEnergy also uses a variety of derivative instruments for risk management purposes including forward contracts, options, futures contracts and swaps.



167




FirstEnergy accounts for derivative instruments on its Consolidated Balance Sheets at fair value unless(unless they meet the normal purchases and normal sales criteria. Derivatives that meet those criteria are accounted for under the accrual method of accounting, and their effects are included in earnings at the time of contract performance. criteria) as follows:

Changes in the fair value of derivative instruments that qualifiedare designated and were designatedqualify as cash flow hedge instrumentshedges are recorded to AOCI with subsequent reclassification to earnings in AOCI. the period during which the hedged forecasted transaction affects earnings.
Changes in the fair value of derivative instruments that are designated and qualify as fair value hedges are recorded as an adjustment to the item being hedged. When fair value hedges are discontinued, the adjustment recorded to the item being hedged is amortized into earnings.
Changes in the fair value of derivative instruments that are not designated as cash flow hedge instrumentsin a hedging relationship are recorded in net incomeearnings on a mark-to-market basis. basis, unless otherwise noted.

Derivative instruments meeting the normal purchases and normal sales criteria are accounted for under the accrual method of accounting with their effects included in earnings at the time of contract performance.

FirstEnergy has contractual derivative agreements through 2020.

Cash Flow Hedges

FirstEnergy has used cash flow hedges for risk management purposes to manage the volatility related to exposures associated with fluctuating commodity prices and interest rates. The effective portion of gains and losses on a derivative contract is reported as a component of AOCI with subsequent reclassification to earnings in the period during which the hedged forecasted transaction affects earnings.

Total pre-tax net unamortized gains (losses)losses included in AOCI associated with instruments previously designated as cash flow hedges totaled $(8)$10 million and $2$12 million as of December 31, 20142017 and December 31, 2013,2016, respectively. Since the forecasted transactions remain probable of occurring, these amounts will be amortized into earnings over the life of the hedging instruments. Approximately $3 million is expectedNet unamortized losses to be amortized to income during the next twelve months.months are not material.

FirstEnergy has used forward starting interest rate swap agreements to hedge a portion of the consolidated interest rate risk associated with anticipated issuances of fixed-rate, long-term debt securities of its subsidiaries. These derivatives were treateddesignated as cash flow hedges, protecting against the risk of changes in future interest payments resulting from changes in benchmark U.S. Treasury rates between the date of hedge inception and the date of the debt issuance. No forward starting swap agreements designated as a cash flow hedge were outstanding as of December 31, 2014 or December 31, 2013. Total pre-tax unamortized losses included in AOCI associated with prior interest rate cash flow hedges totaled $50$25 million (FES $3 million) and $59$33 million (FES $3 million) as of December 31, 20142017 and December 31, 2013,2016, respectively. Based on current estimates, approximately $9 million willUnamortized losses expected to be amortized to interest expense during the next twelve months.months are not material.

Refer to Note 3, "Accumulated Other Comprehensive Income," for reclassifications from AOCI during the years ended December 31, 2017 and 2016.

As of December 31, 20142017 and December 31, 2013,2016, no commodity or interest rate derivatives were designated as cash flow hedges.

Refer to Note 2, Accumulated Other Comprehensive Income, for reclassifications from AOCI during the years ended December 31, 2014 and 2013.

Fair Value Hedges

FirstEnergy has used fixed-for-floating interest rate swap agreements to hedge a portion of the consolidated interest rate risk associated with the debt portfolio of its subsidiaries. These derivative instruments were treated as fair value hedges of fixed-rate, long-term debt issues, protecting against the risk of changes in the fair value of fixed-rate debt instruments due to lower interest rates. As of December 31, 20142017 and December 31, 2013,2016, no fixed-for-floating interest rate swap agreements were outstanding.

Unamortized gains included in long-term debt associated with prior fixed-for-floating interest rate swap agreements totaled $32$3 million and $44$10 million as of December 31, 20142017 and December 31, 2013,2016, respectively. Based on current estimates,During the next twelve months, approximately $12$2 million willof unamortized gains are expected to be amortized to interest expense during the next twelve months. Reclassifications fromexpense. Amortization of unamortized gains included in long-term debt into interest expense totaled approximately $12$7 million and $19$10 million during the years ended December 31, 20142017 and 2013,2016, respectively. In connection with the redemptions of senior notes in 2013 by FES, PN, and ME, and taxable bonds by CEI and OE, unamortized gains associated with fixed for floating interest rate swap agreements of $17 million were included in the Loss on debt redemptions in the Consolidated Statements of Income for the year ended December 31, 2013.

As of December 31, 20142017 and December 31, 2013,2016, no commodity or interest rate derivatives were designated as fair value hedges.



153




Commodity Derivatives

FirstEnergy uses both physically and financially settled derivatives to manage its exposure to volatility in commodity prices. Commodity derivatives are used for risk management purposes to hedge exposures when it makes economic sense to do so, including circumstances where the hedging relationship does not qualify for hedge accounting.

Electricity forwards are used to balance expected sales with expected generation and purchased power. Natural gas futures are entered into based on expected consumption of natural gas primarily for use in FirstEnergy’s combustion turbine units. Heating oil futures are entered into based on expected consumption of oil and the financial risk in FirstEnergy’s coal transportation contracts. Derivative instruments are not used in quantities greater than forecasted needs.

As of December 31, 2014,2017, FirstEnergy's net asset position under commodity derivative contracts was $5 million, which related to FES positions.not material. Under these commodity derivative contracts, FES posted $83$1 million of collateral. Certain commodity derivative contracts include credit risk related contingent features that would require FES to post $5 million of additional collateral if the credit rating for its debt were to fall below investment grade.


168





Based on commodity derivative contracts held as of December 31, 2014,2017, an adverse change of 10%increase in commodity prices of 10% would increasedecrease net income by approximately $1$6 million (FES $4 million) during the next twelve months.

Interest Rate Swaps

As of December 31, 2014 and December 31, 2013, no interest rate swaps were outstanding.

NUGs

As of December 31, 2014,2017, FirstEnergy's net liability position under NUG contracts was $151$79 million representing contracts held at JCP&L ME and PN. NUG contracts represent purchased power agreements with third-party non-utility generators that are transacted to satisfy certain obligations under PURPA. Changes in the fairmarket value of NUG contracts are subject to regulatory accounting treatment and changes in market values do not impact earnings.

FTRs

As of December 31, 2014,2017, FirstEnergy's and FES' net asset position underassociated with FTRs was $25 million and $14 million, respectively and FES posted $5 million of collateral.not material. FirstEnergy holds FTRs that generally represent an economic hedge of future congestion charges that will be incurred in connection with FirstEnergy’s load obligations. FirstEnergy acquires the majority of its FTRs in an annual auction through a self-scheduling process involving the use of ARRs allocated to members of an RTOPJM that have load serving obligations and through the direct allocation of FTRs from the PJM RTO. The PJM RTO has a rule that allows directly allocated FTRs to be granted to LSEs in zones that have newly entered PJM. For the first two planning years, PJM permits the LSEs to request a direct allocation of FTRs in these new zones at no cost as opposed to receiving ARRs. The directly allocated FTRs differ from traditional FTRs in that the ownership of all or part of the FTRs may shift to another LSE if customers choose to shop with the other LSE.obligations.

The future obligations for the FTRs acquired at auction are reflected on the Consolidated Balance Sheets and have not been designated as cash flow hedge instruments. FirstEnergy initially records these FTRs at the auction price less the obligation due to the RTO,PJM, and subsequently adjusts the carrying value of remaining FTRs to their estimated fair value at the end of each accounting period prior to settlement. Changes in the fair value of FTRs held by FES and AE Supply are included in other operating expenses as unrealized gains or losses. Unrealized gains or losses on FTRs held by FirstEnergy’s utilitiesUtilities are recorded as regulatory assets or liabilities. Directly allocated FTRs are accounted for under the accrual method of accounting, and their effects are included in earnings at the time of contract performance.



154




FirstEnergy records the fair value of derivative instruments on a gross basis. The following table summarizes the fair value and classification of derivative instruments on FirstEnergy’s Consolidated Balance Sheets:

Derivative AssetsDerivative Assets Derivative LiabilitiesDerivative Assets Derivative Liabilities
Fair Value Fair ValueFair Value Fair Value
December 31,
2014
 December 31,
2013
 December 31,
2014
 December 31,
2013
December 31,
2017
 December 31,
2016
 December 31,
2017
 December 31,
2016
(In millions) (In millions)(In millions) (In millions)
Current Assets - Derivatives    Current Liabilities - Derivatives       Current Liabilities - Other   
Commodity Contracts$121
 $162
     Commodity Contracts$(154) $(102)$33
 $133
     Commodity Contracts$(27) $(72)
FTRs38
 4
 FTRs(13) (9)4
 7
 FTRs(1) (6)
159
 166
 (167) (111)37
 140
 (28) (78)
              
    Noncurrent Liabilities - Adverse Power Contract Liability       Noncurrent Liabilities - Adverse Power Contract Liability   
Deferred Charges and Other Assets - Other        NUGs(153) (222)    
    NUGs(1)
(79) (108)
Commodity Contracts51
 53
 Noncurrent Liabilities - Other   
 77
 Noncurrent Liabilities - Other   
FTRs1
 
     Commodity Contracts(13) (11)
 
     Commodity Contracts
 (52)
NUGs(1)2
 20
 FTRs(1) (3)
 1
 FTRs
 
54
 73
 (167) (236)
 78
 (79) (160)
Derivative Assets$213
 $239
 Derivative Liabilities$(334) $(347)$37
 $218
 Derivative Liabilities$(107) $(238)

(1)
NUG contracts are subject to regulatory accounting treatment and changes in market values do not impact earnings.



169




FES records the fair value of derivative instruments on a gross basis. The following table summarizes the fair value and classification of derivative instruments on FES' Consolidated Balance Sheets:

Derivative Assets Derivative Liabilities
 Fair Value  Fair Value
 December 31,
2017
 December 31,
2016
  December 31,
2017
 December 31,
2016
 (In millions)  (In millions)
Current Assets - Derivatives    Current Liabilities - Derivatives   
Commodity Contracts$33
 $133
     Commodity Contracts$(23) $(72)
FTRs1
 4
 FTRs(1) (5)
 34
 137
  (24) (77)
         
Deferred Charges and Other Assets - Derivatives    Noncurrent Liabilities - Other   
Commodity Contracts
 77
     Commodity Contracts
 (52)
 
 77
  
 (52)
Derivative Assets$34
 $214
 Derivative Liabilities$(24) $(129)
         

FirstEnergy enters into contracts with counterparties that allow for net settlementthe offsetting of derivative assets and derivative liabilities.liabilities under netting arrangements with the same counterparty. Certain of these contracts contain margining provisions that require the use of collateral to mitigate credit exposure between FirstEnergy and these counterparties. In situations where collateral is pledged to mitigate exposures related to derivative and non-derivative instruments with the same counterparty, FirstEnergy allocates the collateral based on the percentage of the net fair value of derivative instruments to the total fair value of the combined derivative and non-derivative instruments. The following tables summarize the fair value of derivative instrumentsassets and derivative liabilities on FirstEnergy’s Consolidated Balance Sheets and the effect of netting arrangements and collateral on its financial position:

   Amounts Not Offset in Consolidated Balance Sheet     Amounts Not Offset in Consolidated Balance Sheet  
December 31, 2014 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
December 31, 2017 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
 (In millions) (In millions)
Derivative Assets                
Commodity contracts $172
 $(126) $
 $46
 $33
 $(19) $
 $14
FTRs 39
 (14) 
 25
 4
 (1) 
 3
NUG contracts 2
 
 
 2
 $213
 $(140) $
 $73
 $37
 $(20) $
 $17
                
Derivative Liabilities
                
Commodity contracts $(167) $126
 $35
 $(6) $(27) $19
 $3
 $(5)
FTRs (14) 14
 
 
 (1) 1
 
 
NUG contracts (153) 
 
 (153) (79) 
 
 (79)
 $(334) $140
 $35
 $(159) $(107) $20
 $3
 $(84)
                



155170




   Amounts Not Offset in Consolidated Balance Sheet     Amounts Not Offset in Consolidated Balance Sheet  
December 31, 2013 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
December 31, 2016 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
 (In millions) (In millions)
Derivative Assets                
Commodity contracts $215
 $(106) $(9) $100
 $210
 $(117) $
 $93
FTRs 4
 (4) 
 
 7
 (6) 
 1
NUG contracts 20
 
 
 20
 1
 
 
 1
 $239
 $(110) $(9) $120
 $218
 $(123) $
 $95
                
Derivative Liabilities                
Commodity contracts $(113) $106
 $7
 $
 $(124) $117
 $1
 $(6)
FTRs (12) 4
 5
 (3) (6) 6
 
 
NUG contracts (222) 
 
 (222) (108) 
 
 (108)
 $(347) $110
 $12
 $(225) $(238) $123
 $1
 $(114)


The following tables summarize the fair value of derivative assets and derivative liabilities on FES’ Consolidated Balance Sheets and the effect of netting arrangements and collateral on its financial position:    
    Amounts Not Offset in Consolidated Balance Sheet  
December 31, 2017 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
  (In millions)
Derivative Assets        
Commodity contracts $33
 $(19) $
 $14
FTRs 1
 (1) 
 
  $34
 $(20) $
 $14
         
Derivative Liabilities 
        
Commodity contracts $(23) $19
 $
 $(4)
FTRs (1) 1
 
 
  $(24) $20
 $
 $(4)
         
    Amounts Not Offset in Consolidated Balance Sheet  
December 31, 2016 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
  (In millions)
Derivative Assets        
Commodity contracts $210
 $(117) $
 $93
FTRs 4
 (4) 
 
  $214
 $(121) $
 $93
         
Derivative Liabilities        
Commodity contracts $(124) $117
 $1
 $(6)
FTRs (5) 4
 1
 
  $(129) $121
 $2
 $(6)


171




The following table summarizes the volumes associated with FirstEnergy’s outstanding derivative transactions as of December 31, 2014:2017:

Purchases Sales Net UnitsPurchases Sales Net Units
(In millions)(In millions)
Power Contracts21
 33
 (12) MWH2
 11
 (9) MWH
FTRs43
 
 43
 MWH9
 
 9
 MWH
NUGs6
 
 6
 MWH2
 
 2
 MWH
Natural Gas40
 
 40
 mmBTU


The following table summarizes the volumes associated with FES' outstanding derivative transactions as of December 31, 2017:

156

 Purchases Sales Net Units
 (In millions)
Power Contracts2
 11
 (9) MWH
FTRs5
 
 5
 MWH



The effect of active derivative instruments not in a hedging relationship on theFirstEnergy's Consolidated Statements of Income (Loss) during 20142017, 2016 and 20132015 are summarized in the following tables:

 Year Ended December 31
 
Commodity
Contracts
 FTRs Total
 (In millions)
2017 
  
  
Unrealized Gain (Loss) Recognized in: 
  
  
Other Operating Expense$(82) $1
 $(81)
      
Realized Gain (Loss) Reclassified to: 
  
  
Revenues$54
 $(4) $50
Purchased Power Expense(17) 
 (17)
Other Operating Expense
 (14) (14)
Fuel Expense5
 
 5
      
 

 Year Ended December 31
 Commodity
Contracts
 FTRs Total
 (In millions)
2016 
  
  
Unrealized Gain (Loss) Recognized in: 
  
  
Other Operating Expense$(14) $5
 $(9)
      
Realized Gain (Loss) Reclassified to: 
  
  
Revenues$210
 $8
 $218
Purchased Power Expense(131) 
 (131)
Other Operating Expense
 (35) (35)
Fuel Expense(8) 
 (8)
      



172




 Year Ended December 31
 Commodity
Contracts
 FTRs Total
 (In millions)
2015 
  
  
Unrealized Gain (Loss) Recognized in: 
  
  
Other Operating Expense$93
 $(20) $73
      
Realized Gain (Loss) Reclassified to: 
  
  
Revenues$111
 $50
 $161
Purchased Power Expense(130) 
 (130)
Other Operating Expense
 (49) (49)
Fuel Expense(34) 
 (34)

The effect of active derivative instruments not in a hedging relationship on FES' Consolidated Statements of Income (Loss) during 2017, 2016 and 2015 are summarized in the following tables:

 Year Ended December 31
 
Commodity
Contracts
 FTRs Interest Rate Swaps Total
 (In millions)
2014 
  
    
Unrealized Gain (Loss) Recognized in: 
  
    
Other Operating Expense(1)
$(86) $22
 $
 $(64)
       

Realized Gain (Loss) Reclassified to: 
  
    
Revenues(2)
$(6) $68
 $
 $62
Purchased Power Expense(3)
365
 
 
 365
Other Operating Expense(4)

 (44) 
 (44)
Fuel Expense(6) 
 
 (6)
Interest Expense
 
 14
 14
        
(1) Includes ($86) million for commodity contracts and $21 million for FTRs associated with FES.
(2) Represents losses on structured financial contracts. Includes ($6) million for commodity contracts and $67 million for FTRs associated with FES.
(3) Realized losses on financially settled wholesale sales contracts of $252 million resulting from higher market prices were netted in purchased power. Includes $365 million for commodity contracts associated with FES.
(4) Includes ($43) million for FTRs associated with FES.
        
 Year Ended December 31
 Commodity
Contracts
 FTRs   Total
 (In millions)
2013 
  
    
Unrealized Gain (Loss) Recognized in: 
  
    
Other Operating Expense(5)
$11
 $(8)   $3
        
Realized Gain (Loss) Reclassified to: 
  
    
Revenues(6)
$46
 $21
   $67
Purchased Power Expense(7)
(38) 
   (38)
Other Operating Expense(8)

 (36)   (36)
Fuel Expense(2) 
   (2)
        
(5) Includes $11 million for commodity contracts and ($8) million for FTRs associated with FES.
(6) Includes $46 million for commodity contracts and $19 million for FTRs associated with FES.
(7) Includes ($38) million for commodity contracts associated with FES.
(8) Includes ($33) million for FTRs associated with FES.
        
 Year Ended December 31
 
Commodity
Contracts
 FTRs Total
 (In millions)
2017 
  
  
Unrealized Gain (Loss) Recognized in: 
  
  
Other Operating Expense$(79) $1
 $(78)
      
Realized Gain (Loss) Reclassified to: 
  
  
Revenues$54
 $(4) $50
Purchased Power Expense(17) 
 (17)
Other Operating Expense
 (14) (14)

 Year Ended December 31
 Commodity
Contracts
 FTRs Total
 (In millions)
2016 
  
  
Unrealized Gain (Loss) Recognized in: 
  
  
Other Operating Expense$(14) $5
 $(9)
      
Realized Gain (Loss) Reclassified to: 
  
  
Revenues$210
 $8
 $218
Purchased Power Expense(131) 
 (131)
Other Operating Expense
 (35) (35)



157173




 Year Ended December 31
 Commodity
Contracts
 FTRs Total
 (In millions)
2015 
  
  
Unrealized Gain (Loss) Recognized in: 
  
  
Other Operating Expense$93
 $(19) $74
      
Realized Gain (Loss) Reclassified to: 
  
  
Revenues$111
 $49
 $160
Purchased Power Expense(130) 
 (130)
Other Operating Expense
 (49) (49)

The following table provides a reconciliation of changes in the fair value of FirstEnergy's derivative instruments subject to regulatory accounting during 20142017 and 2013.2016. Changes in the value of these contracts are deferred for future recovery from (or credit to) customers:

  Year Ended December 31
Derivatives Not in a Hedging Relationship with Regulatory Offset NUGs 
LCAPP(1)
 Regulated FTRs Total
  (In millions)
Outstanding net liability as of January 1, 2014 $(202) $
 $
 $(202)
Unrealized gain (loss) (1) 
 13
 12
Purchases 
 
 11
 11
Settlements 52
 
 (13) 39
Outstanding net asset (liability) as of December 31, 2014 $(151) $
 $11
 $(140)
         
Outstanding net liability as of January 1, 2013 $(254) $(144) $
 $(398)
Unrealized gain (loss) (23) (22) 4
 (41)
Purchases 
 
 (3) (3)
Terminations 
 166
 
 166
Settlements 75
 
 (1) 74
Outstanding net liability as of December 31, 2013 $(202) $
 $
 $(202)
  Year Ended December 31
Derivatives Not in a Hedging Relationship with Regulatory Offset NUGs Regulated FTRs Total
  (In millions)
Outstanding net asset (liability) as of January 1, 2017 $(107) $2
 $(105)
Unrealized loss (9) (1) (10)
Purchases 
 3
 3
Settlements 37
 (1) 36
Outstanding net asset (liability) as of December 31, 2017 $(79) $3
 $(76)
       
Outstanding net asset (liability) as of January 1, 2016 $(136) $1
 $(135)
Unrealized loss (15) (3) (18)
Purchases 
 4
 4
Settlements 44
 
 44
Outstanding net asset (liability) as of December 31, 2016 $(107) $2
 $(105)

(1)
LCAPP contracts are financially settled agreements associated with capacity in New Jersey. During the fourth quarter of 2013, all LCAPP contracts were terminated after being declared unconstitutional by the U.S. District Court for the District of New Jersey.
11.12. CAPITALIZATION

COMMON STOCK

Retained Earnings and Dividends

As of December 31, 2014, FirstEnergy’s unrestricted retained earnings were $2.32017, FirstEnergy had an accumulated deficit of $(6.3) billion. Dividends declared in 20142017 and 2016 were $1.44 per share, which included dividends of $0.36 per share paid in the first, second, third and fourth quarters of 2014. Dividends declared in 2013 were $1.65 per share, which included dividends of $0.55 per share paid in the second, third and fourth quarter of 2013.quarters. The amount and timing of all dividend declarations are subject to the discretion of the Board of Directors and its consideration of business conditions, results of operations, financial condition and other factors. On January 20, 201516, 2018, the Board of Directors declared a quarterly dividend of $0.36 per share to be paid from other paid-in-capital in the first quarter of 2015.2018.

In addition to paying dividends from retained earnings, OE, CEI, TE, Penn, JCP&L, ME and PN have authorization from the FERC to pay cash dividends to FirstEnergy from paid-in capital accounts, as long as their FERC-defined equity to total capitalizationequity-to-total-capitalization ratio remains above 35%. In addition, TrAIL and AGC have authorization from the FERC to pay cash dividends to their respective parents from paid-in capital accounts, as long as their FERC-defined equity to total capitalizationequity-to-total-capitalization ratio remains above 45%. The articles of incorporation, indentures, regulatory limitations and various other agreements relating to the long-term debt of certain FirstEnergy subsidiaries contain provisions that could further restrict the payment of dividends on their common stock. None of these provisions materially restricted FirstEnergy’s subsidiaries’ abilities to pay cash dividends to FirstEnergy as of December 31, 2014.2017.

Stock Issuance

In 2014, On January 22, 2018, FirstEnergy entered into agreements for the private placement of its equity securities representing an approximately $2.5 billion investment in the Company. See Note 21, "Subsequent Events," for additional information related to the equity issuances.



174




FE issued approximately 23.0 million shares of common stock in 2017, 2.7 million shares of common stock in 2016 and 2.5 million shares of common stock in 2015 to registered shareholders and its employeesdirectors and the employees of its subsidiaries under its Stock Investment Plan and certain share-based benefit plan obligations.plans.



158


On December 13, 2016, FE contributed 16,097,875 newly issued shares of its common stock to its qualified pension plan in a private placement transaction. These shares were valued at approximately $500 million in the aggregate, and were issued to satisfy a portion of FirstEnergy’s future pension funding obligations. The independent fiduciary representing the pension plan with respect to the equity contribution fully liquidated the FE common stock by January 31, 2017. 


PREFERRED AND PREFERENCE STOCK

FirstEnergy and the Utilities were authorized to issue preferred stock and preference stock as of December 31, 2014,2017, as follows:
  Preferred Stock Preference Stock
  Shares Authorized Par Value Shares Authorized Par Value
FirstEnergy 5,000,000
 $100
  
  
OE 6,000,000
 $100
 8,000,000
 no par
OE 8,000,000
 $25
  
  
Penn 1,200,000
 $100
  
  
CEI 4,000,000
 no par
 3,000,000
 no par
TE 3,000,000
 $100
 5,000,000
 $25
TE 12,000,000
 $25
    
JCP&L 15,600,000
 no par
    
ME 10,000,000
 no par
    
PN 11,435,000
 no par
    
MP 940,000
 $100
    
PE 10,000,000
 $0.01
    
WP 32,000,000
 no par
    

As of December 31, 2014,2017 and 2013,2016, there were no preferred or preference shares outstanding. See Note 21, "Subsequent Events," for additional information related to preferred stock outstanding.



159175




LONG-TERM DEBT AND OTHER LONG-TERM OBLIGATIONS

The following tables present outstanding long-term debt and capital lease obligations for FirstEnergy and FES as of December 31, 20142017 and 2013:2016:

 As of December 31, 2014 As of December 31 As of December 31, 2017 As of December 31
(Dollar amounts in millions) Maturity Date Interest Rate 2014 2013 Maturity Date Interest Rate 2017 2016
FirstEnergy:        
FMBs 2015 - 2044 3.340% - 9.740% $3,190
 $3,166
Secured notes - fixed rate 2015 - 2037 0.000% - 7.880% 1,793
 1,804
FMBs and secured notes - fixed rate 2018 - 2056 1.726% - 9.740% $5,446
 $5,623
Secured notes - variable rate 2019 4.500% 9
 10
Total FMBs and secured notes 5,455
 5,633
Unsecured notes - fixed rate 2015 - 2044 2.150% - 7.700% 13,532
 11,076
 2018 - 2047 2.550% - 7.700% 15,370
 13,058
Unsecured notes - variable rate 2015 - 2019 0.030% - 1.920% 1,292
 959
 2020 - 2021 3.227% 1,450
 1,200
Total unsecured notes 14,824
 12,035
 16,820
 14,258
Capital lease obligations 160
 188
 91
 104
Unamortized debt premiums (discounts) (8) 9
Unamortized debt discounts (42) (25)
Unamortized debt issuance costs (113) (87)
Unamortized fair value adjustments 21
 44
 (14) (6)
Currently payable long-term debt (804) (1,415) (1,082) (1,685)
Total long-term debt and other long-term obligations $19,176
 $15,831
 $21,115
 $18,192
        
FES:        
Secured notes - fixed rate 2015 - 2017 0.000% - 12.000% $126
 $188
 2018 - 2047 4.250% - 5.625% $612
 $617
Secured notes - variable rate 2019 4.500% 9
 10
Total secured notes 621
 627
Unsecured notes - fixed rate 2015 - 2039 2.150% - 6.800% 2,879
 2,077
 2019 - 2041 2.550% - 6.800% 2,215
 2,373
Unsecured notes - variable rate 2015 - 2015 0.030% - 0.050% 92
 736
Total unsecured notes 2,971
 2,813
Capital lease obligations 18
 22
 2
 8
Unamortized debt discounts (1) (1) (1) (1)
Unamortized debt issuance costs (14) (15)
Currently payable long-term debt (506) (892) (524) (179)
Total long-term debt and other long-term obligations $2,608
 $2,130
 $2,299
 $2,813
        

On March 31, 2014, FE, FES, AE Supply, FET and FE's other borrower subsidiaries entered into extensions and amendments to the three existing multi-year syndicated revolving credit facilities. Each Facility was extended until March 31, 2019. The FE facility was amended to increase the lending banks' commitments under the facility by $1 billion to a total of $3.5 billion and to increase the individual borrower sublimit for FE by $1 billion to a total of $3.5 billion. The FES/AE Supply facility was amended to decrease the lending banks' commitments by $1 billion to a total of $1.5 billion. The lending banks' commitments under the FET facility remain at $1 billion and that facility was amended to increase ATSI's individual borrower sublimit to $500 million from $100 million and TrAIL's individual borrower sublimit to $400 million from $200 million. FirstEnergy expensed approximately $5 million (FES -$3 million) of unamortized debt expense as a result of the amendments, included in Loss on Debt Redemptions in the Consolidated Statement of Income for the year ended December 31, 2014.

On March 31, 2014, FE executed, and fully utilized, a new $1 billion variable rate term loan credit agreement with a maturity date of March 31, 2019. The initial borrowing under the term loan, which took the form of a Eurodollar rate advance, may be converted from time to time, in whole or in part, to alternate base rate advances or other Eurodollar rate advances. The proceeds from this term loan reduced borrowings under the FE Facility.

During the first quarter of 2014, FG and NG remarketed approximately $235 million and $182 million, respectively, of PCRBs, previously held by the companies. The NG PCRBs were remarketed with a fixed interest rate of 4% per annum and a mandatory put date of June 3, 2019 and the FG PCRBs were remarketed with a fixed interest rate of 3.75% per annum and a mandatory put date of December 3, 2018.

In addition, in the first quarter of 2014, FG and NG repurchased approximately $197 million and $16 million, respectively, of PCRBs, which were subject to a mandatory tender. The PCRBs have been remarketed in the second and third quarter as described below. Additionally,1, 2017, FG retired $50$28 million of PCRBs at maturity.

On March 15, 2017, MP retired $150 million of FMBs at maturity.

On April 3, 2017, CEI retired $130 million of 5.70% senior notes at maturity.

On May 16, 2017, MP issued $250 million of 3.55% FMBs due 2027. Proceeds received from the issuance of the FMBs were used: (i) to repay short-term borrowings, (ii) to fund capital expenditures and (iii) for working capital needs and other general business purposes.

During the first quarter of 2014, AE Supply returned $500On June 1, 2017, FG repurchased approximately $130 million of capital to FE. Additionally, FE contributed $500 million of equity to FES.



160




On April 1, 2014, PN and ME repurchased approximately $45 million and $29 million of PCRBs, respectively, which were subject to a mandatory put on such date. The companies areFG is currently holding thethese PCRBs for remarketing subject to future market and other conditions. Additionally, on Aprilindefinitely.

On June 1, 2014, ME2017, JCP&L retired $150$250 million of long-term debt5.65% senior notes at maturity.

On May 19, 2014, FETJune 21, 2017, FE issued $600the aggregate principal amount of $3.0 billion of its senior notes in three series: $500 million of 4.35% senior2.85% notes due 2025 and $400 million2022; $1.5 billion of 5.45% senior3.90% notes due 2044.2027; and $1.0 billion of 4.85% notes due 2047. Proceeds received from the issuance of the senior notes were usedused: (i) to (i) repayredeem $650 million of FE's 2.75% notes due in 2018 on July 25, 2017, and (ii) for general corporate purposes, including the repayment of short-term borrowings under its revolving credit facility and the FirstEnergy unregulated companies' money pool;FE Facility.

On August 31, 2017, ATSI issued $150 million of 3.66% senior unsecured notes maturing in 2032. Proceeds from the issuance of the notes were used: (i) to repay short-term borrowings, (ii) to fund a capital contribution to ATSI;expenditures and (iii) for working capital needs and other general business purposes.



176




On June 11, 2014, ME andSeptember 8, 2017, PN issued $250$300 million of 4%3.25% senior notes due 2025 and $200 million of 4.15% senior notes due 2025, respectively.maturing in 2028. Proceeds received from the issuance of the senior notes were used to repay ME andshort-term borrowings that were used to repay at maturity $300 million of PN's borrowings under the FirstEnergy revolving credit facility and the FirstEnergy regulated companies' money pool.6.05% senior notes due September 1, 2017.

In addition, in the second quarter of 2014, FG and NG remarketed approximately $57 million and $164 million, respectively, of PCRBs previously held by the companies. The bonds were remarketed with a fixed interest rate of 3.50% per annum and a mandatory put date of June 1, 2020.

On September 25, 2014, ATSI15, 2017, WP issued $400$100 million of 5% senior notes due 2044. Proceeds received from the issuance of the senior notes were used: (i) to fund capital expenditures, including capital expenditures related to its transmission investment plans; and (ii) for working capital needs and other general business purposes.

Also during the third quarter, FG and NG remarketed approximately $140.1 million and $101 million, respectively, of PCRBs. Of the total, approximately $45 million of PCRBs were remarketed by NG with a fixed interest rate of 3.63%, of which $15.5 million has a mandatory put date of June 1, 2020 and $29.5 million has a mandatory put date of April 1, 2020. NG also remarketed $56 million of PCRBs with a fixed interest rate of 3.95% and a mandatory put date of May 1, 2020; FG remarketed $50 million of PCRBs with a fixed interest rate of 3.10% and a mandatory put date of March 1, 2019; and $90.1 million of PCRBs with a fixed interest rate of 3.00% and a maturity date of May 15, 2019.

On November 25, 2014, PE issued $200 million of 4.44%4.09% FMBs due November 15, 2044.2047. Proceeds received from the issuance of the FMBs were used: (i) to refinance PE's outstanding $175 million of 5.35% FMBs due November 15, 2014;repay short-term borrowings, (ii) to repay PE's borrowings under the FirstEnergy regulated companies' money pool;fund capital expenditures and (iii) for other general business purposes.

On December 1, 2014, NG repurchased approximately $26 million PCRBs, which were subject to a mandatory put on such date. NG is currently holding these PCRBs for remarketing subject to future market and other conditions.

On December 11, 2014, TrAILOctober 5, 2017, CEI issued $550$350 million of 3.85%3.50% senior notes due June 1, 2025.maturing in 2028. Proceeds received from the issuance of the senior notes were used: (i) to repay TrAIL's outstanding $450refinance existing indebtedness, including $300 million of 4.00% senior notes7.88% FMBs due January 15, 2015;November 1, 2017, and borrowings outstanding under FirstEnergy's regulated utility money pool and the Facility, (ii) to fund capital expenditures;expenditures and (iii) for working capital needs and other general business purposes.

On December 19, 2014,15, 2017, WP issued $275 million of 4.14% FMBs maturing in 2047. Proceeds from the issuance of the FMBs were used to repay at maturity date for a $200$275 million term loan agreement for which FE is the borrower was extended an additional year toof WP's 5.95% FMBs due December 31, 2016.15, 2017.

See Note 6, Leases7, "Leases," for additional information related to capital leases.

Securitized Bonds

Environmental Control Bonds

The consolidated financial statements of FirstEnergy include environmental control bonds issued by two bankruptcy remote, special purpose limited liability companies that are indirect subsidiaries of MP and PE. Proceeds from the bonds were used to construct environmental control facilities. The special purpose limited liability companies own the irrevocable right to collect non-bypassable environmental control charges from all customers who receive electric delivery service in MP's and PE's West Virginia service territories. Principal and interest owed on the environmental control bonds is secured by, and payable solely from, the proceeds of the environmental control charges. The right to collect environmental control charges is not included as an asset on FirstEnergy's consolidated balance sheets. Creditors of FirstEnergy, other than the special purpose limited liability companies, have no recourse to any assets or revenues of the special purpose limited liability companies. As of December 31, 20142017 and 2013, $4502016, $383 million and $472$406 million of environmental control bonds were outstanding, respectively.



161




Transition Bonds

The consolidated financial statements of FirstEnergy and JCP&L include the accounts oftransition bonds issued by JCP&L Transition Funding and JCP&L Transition Funding II, wholly owned limited liability companies of JCP&L. In June 2002, JCP&L Transition Funding sold transition bondsThe proceeds were used to securitize the recovery of JCP&L’s bondable stranded costs associated with the previously divested Oyster Creek Nuclear Generating Station. In August 2006, JCP&L Transition Funding II sold transition bondsStation and to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS. JCP&L did not purchase and does not own any of the transition bonds, which are included as long-term debt on FirstEnergy’s and JCP&L’s Consolidated Balance Sheets. The transition bonds are the sole obligations of JCP&L Transition Funding and JCP&L Transition Funding II and are collateralized by each company’s equity and assets, which consist primarily of bondable transition property. As of December 31, 20142017 and 2013, $1682016, $56 million and $207$85 million of the transition bonds were outstanding, respectively.

Phase-In Recovery Bonds

In June 2013, the 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. The phase-in recovery bonds were sold to a trust that concurrently sold a like aggregate amount of its pass through trust certificates to public investors. As of December 31, 20142017 and 2013, $3862016, $315 million and $445$339 million of the phase-in recovery bonds were outstanding, respectively.

See Note 9, "Variable Interest Entities," for additional information on securitized bonds.

Other Long-term Debt

The Ohio Companies, Penn, FG and NG each have a first mortgage indenture under which they can issue FMBs secured by a direct first mortgage lien on substantially all of their property and franchises, other than specifically excepted property.

Based on the amount of FMBs authenticated by the respective mortgage bond trustees as of December 31, 2014,2017, the sinking fund requirement for all FMBs issued under the various mortgage indentures amounted to payments of $8 million in 2014, all of which relate to Penn. Penn expects to meet its 2014 annual sinking fund requirement with a replacement credit under its mortgage indenture.was zero.

As of December 31, 2014, FirstEnergy’s currently payable long-term debt included approximately $92 million of FES variable interest rate PCRBs, the bondholders of which are entitled to the benefit of irrevocable direct pay bank LOCs. The interest rates on the PCRBs are reset daily or weekly. Bondholders can tender their PCRBs for mandatory purchase prior to maturity with the purchase price payable from remarketing proceeds or, if the PCRBs are not successfully remarketed, by drawings on the irrevocable direct pay LOCs. The subsidiary obligor is required to reimburse the applicable LOC bank for any such drawings or, if the LOC bank fails to honor its LOC for any reason, must itself pay the purchase price.

177




The following table presents scheduled debt repayments for outstanding long-term debt, excluding capital leases, fair value purchase accounting adjustments and unamortized debt discounts and premiums, for the next five years as of December 31, 2014.2017. PCRBs that canare scheduled to be tendered for mandatory purchase prior to maturity are reflected in 2015.the applicable year in which such PCRBs are scheduled to be tendered.
Year FirstEnergy FES FirstEnergy FES
 (In millions) (In millions)
2015 $769
 $501
2016 1,241
 416
2017 1,641
 163
2018 1,687
 501
 $1,051
 $515
2019 2,266
 322
 1,267
 323
2020 1,281
 667
2021 2,032
 674
2022 1,428
 284

Certain PCRBs allow bondholders to tender their PCRBs for mandatory purchase prior to maturity. The following table classifies the outstanding fixed rate put PCRBs and variable ratethese PCRBs by year, excluding unamortized debt discounts and premiums, for the next five years based on the next date on which the debt holders may exercise their right to tender their PCRBs.
Year FirstEnergy FES
  (In millions)
2015 $405
 $405
2016 391
 391
2017 130
 130
2018 359
 359
2019 232
 232



162




Obligations to repay certain PCRBs are secured by several series of FMBs. Certain PCRBs are entitled to the benefit of irrevocable bank LOCs, to pay principal of, or interest on, the applicable PCRBs. To the extent that drawings are made under the LOCs, FG is entitled to a credit against its obligation to repay those bonds. FG pays annual fees based on the amounts of the LOCs to the issuing bank and is obligated to reimburse the bank for any drawings thereunder.

The amounts and annual fees for PCRB-related LOCs for FirstEnergy and FES as of December 31, 2014, are as follows:
  
Aggregate LOC Amount (1)
 Annual Fees 
  (In millions)   
FirstEnergy $93
 1.65% 
FES 93
 1.65% 

(1)Includes approximately $1 million of applicable interest
coverage.
Year FirstEnergy FES
  (In millions)
2018 $375
 $375
2019 232
 232
2020 490
 490
2021 342
 342
2022 284
 284

Debt Covenant Default Provisions

FirstEnergy has various debt covenants under certain financing arrangements, including its revolving credit facilities. The most restrictive of the debt covenants relate to the nonpayment of interest and/or principal on such debt and the maintenance of certain financial ratios. The failure by FirstEnergy to comply with the covenants contained in its financing arrangements could result in an event of default, which may have an adverse effect on its financial condition. As of December 31, 2014,2017, FirstEnergy and FES remain in compliance with all debt covenant provisions.

Additionally, there are cross-default provisions in a number of the financing arrangements. These provisions generally trigger a default in the applicable financing arrangement of an entity if it or any of its significant subsidiaries, excluding FES and AES, default under another financing arrangement in excess of a certain principal amount, typically $100 million. Although such defaults by any of the Utilities, ATSI or TrAIL would generally cross-default FE financing arrangements containing these provisions, defaults by any of AE Supply, FES, FG or NG would generally not cross-default to applicable financing arrangements of FE. Also, defaults by FE would generally not cross-default applicable financing arrangements of any of FE’s subsidiaries. Cross-default provisions are not typically found in any of the senior notes or FMBs of FE, FG, NG or the Utilities.
12.13. SHORT-TERM BORROWINGS AND BANK LINES OF CREDIT

FE and certain ofthe Utilities and FET and its subsidiaries participate in threetwo separate five-year syndicated revolving credit facilities with aggregate commitments of $6.0$5.0 billion (Facilities), which are available until March 31, 2019. FirstEnergy had $1,799 millionthrough December 6, 2021. FE and $3,404 million of short-termthe Utilities and FET and its subsidiaries may use borrowings under thetheir Facilities asfor working capital and other general corporate purposes, including intercompany loans and advances by a borrower to any of December 31, 2014 and 2013, respectively. FirstEnergy’s available liquidity under the Facilities as of January 31, 2015 was as follows:

Borrower(s) Type Maturity Commitment Available Liquidity
      (In millions)
FirstEnergy(1)
 Revolving March 2019 $3,500
 $1,469
FES / AE Supply Revolving March 2019 1,500
 1,435
FET(2)
 Revolving March 2019 1,000
 1,000
    Subtotal $6,000
 $3,904
    Cash 
 58
    Total $6,000
 $3,962

(1)
FE and the Utilities
(2)
Includes FET, ATSI and TrAIL as subsidiary borrowers



163




Revolving Credit Facilities
FirstEnergy, FES/AE Supply and FET Facilities

On March 31, 2014, FE, FES, AE Supply, FET and FE's other borrower subsidiaries entered into extensions and amendments to the three existing multi-year syndicated revolving credit facilities. Each Facility was extended until March 31, 2019. The FE facility was amended to increase the lending banks' commitments under the facility by $1.0 billion to a total of $3.5 billion and to increase the individual borrower sublimit for FE by $1.0 billion to a total of $3.5 billion. The FES/AE Supply facility was amended to decrease the lending banks' commitments by $1.0 billion to a total of $1.5 billion. The lending banks' commitments under the FET facility remain at $1.0 billion and that facility was amended to increase ATSI's individual borrower sublimit to $500 million from $100 millionand TrAIL's individual borrower sublimit to $400 million from $200 million. FirstEnergy expensed approximately $5 million (FES - $3 million) of unamortized debt expense as a result of the amendments, included in Loss on Debt Redemptions in the Consolidated Statement of Income for the year ended December 31, 2014.

its subsidiaries. Generally, borrowings under each of the Facilities are available to each borrower separately and mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended. Each of the Facilities contains financial covenants requiring each borrower to maintain a consolidated debt to total capitalizationdebt-to-total-capitalization ratio (as defined under each of the Facilities, as amended)Facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.

FirstEnergy had $300 million and $2,675 million of short-term borrowings as of December 31, 2017 and 2016, respectively. FirstEnergy’s available liquidity from external sources as of January 31, 2018 was as follows:


178




Borrower(s) Type Maturity Commitment Available Liquidity
      (In millions)
FirstEnergy(1)
 Revolving December 2021 $4,000
 $3,740
FET(2)
 Revolving December 2021 1,000
 1,000
    Subtotal $5,000
 $4,740
    Cash 
 358
    Total $5,000
 $5,098

(1)
FE and the Utilities. Available liquidity includes impact of $10 million of LOCs issued under various terms.
(2)
Includes FET, ATSI, MAIT and TrAIL.

FES had $105 million and $101 million of short-term borrowings as of December 31, 2017 and December 31, 2016, respectively. Of such amounts, $102 million and $101 million, respectively, represents a currently outstanding promissory note due April 2, 2018, payable to AE Supply with any additional short-term borrowings representing borrowings under an unregulated companies' money pool, which also includes FE, FET, FEV and certain other unregulated subsidiaries of FE, but excludes FENOC, FES and its subsidiaries. In addition to FES' access to a separate unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, FES' available liquidity as of January 31, 2018, was as follows:

Type Commitment Available Liquidity
  (In millions)
    Two-year secured credit facility with FE $500
 $500
Cash 
 1
  $500
 $501


The following table summarizes the borrowing sub-limits for each borrower under the Facilities,facilities, the limitations on short-term indebtedness applicable to each borrower under current regulatory approvals and applicable statutory and/or charter limitations, as of DecemberJanuary 31, 2014:2018:

Borrower Revolving Credit Facility Sub-Limits Regulatory and Other Short-Term Debt Limitations  FirstEnergy Revolving Credit Facility Sub-Limits FET Revolving Credit Facility Sub-Limits 
Regulatory and
Other Short-Term Debt Limitations
 
 (In millions)  (In millions) 
FE $3,500
 $
(1) 
 $4,000
 $
 $
(1) 
FES 1,500
 
(2) 
AE Supply 1,000
 
(2) 
FET 1,000
 
(1) 
 
 1,000
 
(1) 
OE 500
 500
(3) 
 500
 
 500
(2) 
CEI 500
 500
(3) 
 500
 
 500
(2) 
TE 500
 500
(3) 
 300
 
 300
(2) 
JCP&L 600
 850
(3) 
 600
 
 500
(2) 
ME 300
 500
(3) 
 300
 
 500
(2) 
PN 300
 300
(3) 
 300
 
 300
(2) 
WP 200
 200
(3) 
 200
 
 200
(2) 
MP 500
 500
(3) 
 500
 
 500
(2) 
PE 150
 150
(3) 
 150
 
 150
(2) 
ATSI 500
 500
(3) 
 
 500
 500
(2) 
Penn 50
 50
(3) 
 50
 
 100
(2) 
TrAIL 400
 400
(3) 
 
 400
 400
(2) 
MAIT 
 400
 400
(2) 

(1)
No limitations.
(2)
No limitation based upon blanket financing authorization from the FERC under existing market-based rate tariffs.
(3)
ExcludingIncludes amounts which may be borrowed under the regulated companies' money pool.



179




The entire amount of the FES/AE Supply Facility, $600$250 million of the FE Facility and $225$100 million of the FET Facility, subject to each borrower’s sub-limit, is available for the issuance of LOCs (subject to borrowings drawn under the Facilities) expiring up to one year from the date of issuance. The stated amount of outstanding LOCs will count against total commitments available under each of the Facilities and against the applicable borrower’s borrowing sub-limit.

The Facilities do not contain provisions that restrict the ability to borrow or accelerate payment of outstanding advances in the event of any change in credit ratings of the borrowers. Pricing is defined in “pricing grids,” whereby the cost of funds borrowed under the Facilitiesfacilities is related to the credit ratings of the company borrowing the funds, other than the FET Facility,facility, which is based on its subsidiaries' credit ratings. Additionally, borrowings under each of the Facilities are subject to the usual and customary provisions for acceleration upon the occurrence of events of default, including a cross-default for other indebtedness in excess of $100 million.



164




Term LoansAs of December 31, 2017, the borrowers were in compliance with the applicable debt-to-total-capitalization covenants, as well as in the case of FE, the minimum interest coverage ratio requirement, in each case as defined under the respective Facilities.

On MarchSeparately, in December 2016, FE and FES entered into a two-year secured credit facility in which FE provides a committed line of credit to FES of up to $500 million and additional credit support of up to $200 million to cover surety bonds for $169 million and $31 million for the benefit of the PA DEP with respect to LBR and the Hatfield's Ferry disposal site, respectively. So long as FES remains in an unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, the $500 million secured line of credit provides FES the needed liquidity in order for FES to, among other things, satisfy its nuclear support obligation to NG in the event of extraordinary circumstances with respect to its nuclear facilities. The new facility matures on December 31, 2014,2018, and is secured by FMBs issued by FG ($250 million) and NG ($450 million). Additionally, FES maintains access to an unregulated companies' money pool, which includes FE, executed,FES' subsidiaries and fully utilized, a new $1 billion variable rate term loan credit agreement with a maturity dateFENOC, and continues to conduct its ordinary course of March 31, 2019. The initialbusiness under that money pool in lieu of borrowing under the term loan, which took the form of a Eurodollar rate advance, may be converted from time to time, in whole or in part, to alternate base rate advances or other Eurodollar rate advances. The proceeds from this term loan reduced borrowings under the FE Facility. Additionally, FE has a $200 million variable rate term loan, for which the maturity was extended in December 2014 for an additional year to December 31, 2016. The term loan contains covenants and other terms and conditions substantially similar to FE's $1 billion variable rate term loan entered into on March 31, 2014 and FE's existing revolving credit facility, including the same consolidated debt to total capitalization ratio requirement.new facility.

Term Loans

As of December 31, 2014,2017, FE was in compliance with the financial covenants associated with the applicable debt to total capitalization ratios under each ofhad a $1.2 billion variable rate syndicated term loan and two separate $125 million term loans. On January 22, 2018, FE repaid these term loans.loans in full using the proceeds from the $2.5 billion equity investment.


FirstEnergy Money Pools

FirstEnergy’s utility operating subsidiary companies also have the ability to borrow from each other and the holding company to meet their short-term working capital requirements. A similarSimilar but separate arrangement existsarrangements exist among FirstEnergy’s unregulated companies.companies with AE Supply, FE, FET, FEV and certain other unregulated subsidiaries of FE participating in a money pool and FE (as a lender only), FENOC, FES and its subsidiaries participating in a similar money pool. FESC administers these two money pools and tracks surplus funds of FirstEnergy and the respective regulated and unregulated subsidiaries, as the case may be, as well as proceeds available from bank borrowings. Companies receiving a loan under the money pool agreements must repay the principal amount of the loan, together with accrued interest, within 364 days of borrowing the funds. The rate of interest is the same for each company receiving a loan from their respective pool and is based on the average cost of funds available through the pool. The average interest rate for borrowings in 20142017 was 1.45%1.48% per annum for the regulated companies’ money pool and 1.35%2.30% per annum for the unregulated companies’ money pools.

As discussed above, FES currently maintains access to its unregulated companies' money pool in lieu of borrowing under its $500 million secured line of credit. FE expects to provide ongoing liquidity to FES within such unregulated companies' money pool through March 2018. As of December 31, 2017, FES, its subsidiaries, and FENOC had no borrowings in the aggregate under the unregulated companies' money pool.

Weighted Average Interest Rates

The weighted average interest rates on short-term borrowings outstanding, including borrowings under the FirstEnergy Money Pools, as of December 31, 20142017 and 2013,2016, were as follows:
  2014 2013
FirstEnergy 1.96% 1.80%
FES 3.34% %
  2017 2016
FirstEnergy 3.24% 2.47%
13.14. ASSET RETIREMENT OBLIGATIONS

FirstEnergy has recognized applicable legal obligations for AROs and their associated cost primarily for nuclear power plant decommissioning, reclamation of sludge disposal ponds, closure of coal ash disposal sites, underground and above-ground storage tanks, wastewater treatment lagoons and transformers containing PCBs. In addition, FirstEnergy has recognized conditional retirement obligations, primarily for asbestos remediation.

The ARO liabilities for FES primarily relate to the decommissioning of the Beaver Valley, Davis-Besse and Perry nuclear generating facilities.facilities and totaled $1,758 million and $713 million as ofDecember 31, 2017 and 2016, respectively. FES uses an expected cash flow approach to measure the fair value of their nuclear decommissioning AROs.


180




FirstEnergy and FES maintain NDTs that are legally restricted for purposes of settling the nuclear decommissioning ARO. The fair values of the decommissioning trust assets as of December 31, 20142017 and 20132016 were as follows:
 2014 2013 2017 2016
 (In millions) (In millions)
FirstEnergy $2,341
 $2,201
 $2,678
 $2,514
FES $1,365
 $1,276
 $1,856
 $1,552



165




The following table summarizes the changes to the ARO balances during 20142017 and 2013:2016:
ARO Reconciliation FirstEnergy FES FirstEnergy FES
 (In millions) (In millions)
Balance, January 1, 2013 $1,599
 $965
Balance, January 1, 2016 $1,410
 $831
Liabilities settled (18) (18) (27) (18)
Accretion 115
 71
 95
 56
Revisions in estimated cash flows (18) (3)
Balance, December 31, 2013 $1,678
 $1,015
Liabilities Incurred 4
 32
Balance, December 31, 2016 $1,482
 $901
Changes in timing of estimated cash flows (1)
 944
 944
Liabilities settled (9) (7) (12) (11)
Accretion 113
 66
 101
 62
Revisions in estimated cash flows (395) (233)
Balance, December 31, 2014 $1,387
 $841
Liabilities Incurred 
 49
Balance, December 31, 2017 $2,515
 $1,945

During 2013, revisions to estimated cash flows as a result of increased cost estimates for the closure of LBR increased the associated ARO liability of FES by $163 million. The revised cost estimates were the result of a Closure Plan submitted to the PA DEP by FG on March 28, 2013, which provides for placing a final cap over LBR, and a response to a technical deficiency letter issued by the PA DEP on October 3, 2013. (1)See Note 15, Commitments, Guarantees,2, "Asset Sales and ContingenciesImpairments" for additional information related to the closure of LBR.

During the third quarter of 2013, studies were completed to update the estimated cost of asbestos remediation for FirstEnergy and FES. The cost studies resulted in a revision to the estimated cash flows associated with the ARO liabilities of FirstEnergy and FES and increased the liability by $12 million and $5 million, respectively.

During the fourth quarter of 2013, revisions to estimated nuclear decommissioning cash flows associated with the ARO liability of FirstEnergy and FES decreased the liability by $193 million and $171 million, respectively. The revision in estimates for the ARO balances is the result of a decommissioning study that was completed by a third-party in connection with Davis-Besses license renewal that was submitted to the NRC in February 2014. The most significant revision from this study was related to accelerating the expected date when the DOE would begin to accept spent fuel, to be more in line with the industry assumptions. Additionally, FirstEnergy also updated and revised its estimates for Perry and Beaver Valley Units 1 and 2, in a consistent manner.further discussion.

During the fourthsecond quarter of 2014, based on studies completed by a third-party to reassess2017, in connection with NG purchasing the estimated costslessor equity interests of decommissioning certain nuclear generating facilities, FE decreased itsthe remaining non-affiliated leasehold interests from an owner participant in the Beaver Valley Unit 2 sale leaseback and the expiration of the leases, OE and TE transferred the ARO by $395 million ($233 million at FES) of which $133 million was credited against a regulatory asset(included within the FES liabilities incurred above) and NDT assets associated with nuclear decommissioningtheir leasehold interests to NG, with the difference of $73 million credited to the common stock of FES.

During 2016, in connection with NG purchasing the lessor equity interests of the remaining non-affiliated leasehold interests from an owner participant in Perry Unit 1, OE transferred the ARO (included within the FES liabilities incurred above) and spent fuelrelated NDT assets associated with the leasehold interest to NG with the difference of $28 million credited to the common stock of FES. As of June 30, 2016, NG owns 100% of Perry Unit 1.

In April 2015, the EPA finalized regulations for the disposal costsof CCRs (non-hazardous), establishing national standards for TMI-2. The decreaselandfill design, structural integrity design and assessment criteria for surface impoundments, groundwater monitoring and protection procedures and other operational and reporting procedures to assure the safe disposal of CCRs from electric generating plants. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. Based on an assessment of the finalized regulations, the future cost of compliance and expected timing had no significant impact on FirstEnergy's or FES' existing AROs associated with CCRs. Although not currently expected, changes in timing and closure plan requirements in the ARO primarily resultedfuture, including changes resulting from an extension in the number of years in which decommissioning activities are estimated to occurstrategic review at Davis-Besse, Perry, TMI-2CES, could materially and Beaver Valley Units 1adversely impact FirstEnergy's and 2.FES' AROs.
14.15. REGULATORY MATTERS

STATE REGULATION

Each of the Utilities' retail rates, conditions of service, issuance of securities and other matters are subject to regulation in the states in which it operates - in Maryland by the MDPSC, in Ohio by the PUCO, in New Jersey by the NJBPU, in Pennsylvania by the PPUC, in West Virginia by the WVPSC and in New York by the NYPSC. The transmission operations of PE in Virginia are subject to certain regulations of the VSCC. In addition, under Ohio law, municipalities may regulate rates of a public utility, subject to appeal to the PUCO if not acceptable to the utility.

As competitive retail electric suppliers serving retail customers primarily in Ohio, Pennsylvania, Illinois,Maryland, Michigan, New Jersey and Maryland,Illinois, FES and AE Supply are subject to state laws applicable to competitive electric suppliers in those states, including affiliate codes of conduct that apply to FES, AE Supply and their public utility affiliates. In addition, if any of the FirstEnergy affiliates were to engage in the construction of significant new transmission or generation facilities, depending on the state, they may be required to obtain state regulatory authorization to site, construct and operate the new transmission or generation facility.



181




Following the adoption of the Tax Act, various state regulatory proceedings have been initiated to investigate the impact of the Tax Act on the Utilities’ rates and charges. State proceedings which have arisen are discussed below. The Utilities continue to monitor and investigate the impact of state regulatory impacts resulting from the Tax Act.

MARYLAND

PE provides SOS pursuant to a combination of settlement agreements, MDPSC orders and regulations, and statutory provisions. SOS supply is competitively procured in the form of rolling contracts of varying lengths through periodic auctions that are overseen by the MDPSC and a third partythird-party monitor. Although settlements with respect to residential SOS supply for PE customers have expired, on December 31, 2012, by statute, service continues in the same manner unlessuntil changed by order of the MDPSC. The settlement provisions relating to non-residential SOS have also expired; however, by MDPSC order, the terms of service remain in place unless PE requests or the MDPSC orders a change. PE recovers its costs plus a return for providing SOS.



166




The Maryland legislature adopted a statute in 2008 codifying the EmPOWER Maryland goals to reduce electric consumption by 10% and reduce electricity demand by 15%, inand requiring each case by 2015. PE's initialelectric utility to file a plan submitted in complianceevery three years. On July 16, 2015, the MDPSC issued an order setting new incremental energy savings goals for 2017 and beyond, beginning with the goal of 0.97% savings achieved under PE's current plan for 2016, and increasing 0.2% per year thereafter to reach 2%. The Maryland legislature in April 2017 adopted a statute was approved in 2009, at which time expenditures were estimatedrequiring the same 0.2% per year increase, up to be approximately $101 millionthe ultimate goal of 2% annual savings, for the PEduration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs for the entire periodand services are available. The costs of 2009-2015. PE's third2015-2017 plan covering the three-year period 2015-2017, was approved by the MDPSC in December 2014 were approximately $60 million. PE filed its 2018-2020 EmPOWER Maryland plan on August 31, 2017. The 2018-2020 plan continues and expands upon prior years' programs, and adds new programs, for a projected total cost of $116 million over the three-year period. On December 23, 2014. The projected costs of22, 2017, the 2015-2017MDPSC issued an order approving the 2018-2020 plan are approximately $64 million for that three year period. with various modifications.PE continues to recoverrecovers program costs subject to a five-year amortization. Maryland law only allows for the utility to recover lost distribution revenue attributable to energy efficiency or demand reduction programs through a base rate case proceeding, and to date, such recovery has not been sought or obtained by PE.

The MDPSC adopted rules, effective May 28, 2012, that set utility-specific SAIDI and SAIFI targets for 2012-2015; prescribed detailed tree-trimming requirements, outage restoration and downed wire response deadlines; imposed other reliability and customer satisfaction requirements; and established annual reporting requirements. The MDPSC is required to assess each utility's compliance with the new rules, and may assess penalties of up to $25,000 per day, per violation. The MDPSC issued orders accepting PE's reports on compliance under the new rules on September 3, 2013 and August 27, 2014.

On February 27, 2013, the MDPSC issued an order (the February 27 Order) requiring the Maryland electric utilities to submit analyses relating to the costs and benefits of making further system and staffing enhancements in order to attempt to reduce storm outage durations. The order further required the Staff of the MDPSC to report on possible performance-based rate structures and to propose additional rules relating to feeder performance standards, outage communication and reporting, and sharing of special needs customer information. PE's final filing on September 3, 2013,responsive filings discussed the steps needed to harden the utility's system in order to attempt to achieve various levels of storm response speed described in the February 272013 Order, and projected that it would require approximately $2.7 billion in infrastructure investments over 15 years to attempt to achieve the quickest level of response for the largest storm projected in the February 272013 Order. On July 1, 2014, the Staff of the MDPSC issued a set of reports that recommended the imposition of extensive additional requirements in the areas of storm response, feeder performance, estimates of restoration times, and regulatory reporting. The Staff also recommendedreporting, as well as the imposition of penalties, including customer rebates, for a utility's failure or inability to comply with the escalating standards of storm restoration speed proposed by the Staff.Staff of the MDPSC. In addition, the Staff of the MDPSC proposed that the Maryland utilities be required to develop and implement system hardening plans, up to a rate impact cap on cost. The MDPSC conducted a hearing September 15-18, 2014, to consider certain of these matters, and has not yet scheduled further proceedingsissued a ruling on any of those matters.

On September 26, 2016, the matters.MDPSC initiated a new proceeding to consider an array of issues relating to electric distribution system design, including matters relating to electric vehicles, distributed energy resources, advanced metering infrastructure, energy storage, system planning, rate design, and impacts on low-income customers. Comments were filed and a hearing was held in late 2016.On January 31, 2017, the MDPSC issued a notice establishing five working groups to address these issues over the following eighteen months, and also directed the retention of an outside consultant to prepare a report on costs and benefits of distributed solar generation in Maryland. On January 19, 2018, PE filed a joint petition, along with other utility companies, work group stakeholders, and the MDPSC electric vehicle work group leader, to implement a statewide electric vehicle portfolio. If approved, PE will launch an electric vehicle charging infrastructure program on January 1, 2019, offering up to 2,000 rebates for electric vehicle charging equipment to residential customers, and deploying up to 259 chargers at non-residential customer service locations at a projected total cost of $12 million. PE is proposing to recover program costs subject to a five-year amortization. On February 6, 2018, the MDPSC opened a new proceeding to consider the petition and directed that comments be filed by March 16, 2018.

On January 12, 2018, the MDPSC instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of Maryland utilities. PE must track and apply regulatory accounting treatment for the impacts beginning January 1, 2018, and submitted a report to the MDPSC on February 15, 2018, estimating that the Tax Act impacts would be approximately $7 million to $8 million annually for PE’s customers and proposed to file a base rate case in the third quarter of 2018 where the benefits from the effects of the Tax Act will be realized by customers through a lower rate increase than would otherwise be necessary.

NEW JERSEY

JCP&L currently provides BGS for retail customers who do not choose a third party EGS and for customers of third partythird-party EGSs that fail to provide the contracted service. The supply for BGS which is comprised of two components, is provided through contracts procured through separate, annually held descending clock auctions, the results of which are approved by the NJBPU. One BGS component and auction, reflectingreflects hourly real time energy prices and is available for larger commercial and industrial customers. The othersecond BGS component and auction, providingprovides a fixed price service and is intended for smaller commercial and residential customers. All New Jersey EDCs participate in this competitive BGS procurement process and recover BGS costs directly from customers as a charge separate from base rates.

JCP&L currently operates under rates that were approved by the NJBPU on December 12, 2016, effective as of January 1, 2017. These rates provide an annual increase in operating revenues of approximately $80 million from those previously in place and are


182




intended to improve service and benefit customers by supporting equipment maintenance, tree trimming, and inspections of lines, poles and substations, while also compensating for other business and operating expenses. In addition, on January 25, 2017, the NJBPU approved the acceleration of the amortization of JCP&L’s 2012 major storm expenses that are recovered through the SRC in order for JCP&L to achieve full recovery by December 31, 2019.

Pursuant to the NJBPU's March 26, 2015 final order in JCP&L's 2012 rate case proceeding directing that certain studies be completed, on July 22, 2015, the NJBPU approved the NJBPU staff's recommendation to implement such studies, which included operational and financial components. The independent consultant conducting the review issued a final report on July 27, 2016, recognizing that JCP&L is meeting the NJBPU requirements and making various operational and financial recommendations. The NJBPU issued an Order on August 24, 2016, that accepted the independent consultant’s final report and directed JCP&L, the Division of Rate Counsel and other interested parties to address the recommendations.

In an orderOrder issued July 31, 2012, the NJBPU ordered JCP&L to file a base rate case using a historical 2011 test year. The rate case petition was filed on November 30, 2012 by JCP&L requesting approval to increase revenues by approximately $31 million, which included the recovery of 2011 storm restoration costs but excluded approximately $603 million of costs incurredOctober 22, 2014, in 2012 associated with the impact of Hurricane Sandy. In the initial briefs of the parties, the Division of Rate Counsel recommended that base rate revenues be reduced by $214.9 million while the NJBPU Staff recommended a $207.4 million reduction (such amounts do not address the revenue requirements associated with the major storm events of 2011 and 2012). On May 5, 2014, JCP&L submitted updated schedules to reflect the result of the generic storm cost proceeding, discussed below, to revise the debt rate to 5.93%, and to request that base rate revenues be increased by $9.1 million, including the recovery of 2011 storm costs. The record in the case was closed as of June 30, 2014. The ALJ provided his initial Decision on January 8, 2015, which recommended an annual revenue reduction of $107.5 million and did not include the recovery of 2012 storm costs or any CTA. On February 11, 2015, the NJBPU approved a 45-day extension to render a final decision.

On January 23, 2013, the NJBPU opened a generic proceeding to review its policies with respect to the use of a CTA in base rate cases. The NJBPU and its Staff solicited, and were provided, input from interested stakeholders, including utilities and the Division of Rate Counsel. On June 18, 2014,cases, the NJBPU Staff proposed to amend current CTA policy by: 1) calculating savings using a 5 year look back from the beginning of the test year; 2) allocating savings with 75% retained by the company and 25% allocated to rate payers; and 3) excluding transmission assets of electric distribution companies in the savings calculation. JCP&L and other stakeholders filed written comments on the Staff proposal. In its Order issued October 22, 2014, the NJBPU stated that it would continue to apply its current CTA policy in base rate cases, subject to incorporating the staff proposed modifications (as discussed above). For pending base rate cases in whichfollowing modifications: (i) calculating savings using a five-year look back from the record had closed, such as JCP&L’s, the NJBPU would, following an initial decisionbeginning of the ALJ, reopentest year; (ii) allocating savings with 75% retained by the record for the limited purposecompany and 25% allocated to rate payers; and (iii) excluding transmission assets of adding a CTA calculation reflecting the modified policy and allow parties the opportunity to comment. FirstEnergy expects the application of the modified policyelectric distribution companies in the pending JCP&L base rate case to reduce annual revenues by approximately $5 million.savings calculation. On November 5, 2014, the Division of Rate Counsel appealed the NJBPU Order regarding the generic CTA proceeding to the Superior Court of New Jersey Superior Court.Appellate Division and JCP&L has filed to participate as a respondent in that proceeding.proceeding supporting the order. On September 18, 2017, the Superior Court of New Jersey Appellate Division reversed the NJBPU's Order on the basis that the NJBPU's modification of its CTA methodology did not comply with the procedures of the NJAPA. JCP&L's existing rates are not expected to be impacted by this order. On December 19, 2017, the NJBPU approved the issuance of proposed rules to modify the CTA methodology consistent with its October 22, 2014 Generic Order. Theproposed rule was published in the NJ Register on January 16, 2018, and was republished on February 6, 2018, to correct an error.Interested parties have sixty days to comment on the proposed rulemaking.


At the December 19, 2017 NJBPU public meeting, the NJBPU approved its IIP rulemaking. The IIP creates a financial incentive for utilities to accelerate the level of investment needed to promote the timely rehabilitation and replacement of certain non-revenue producing components that enhance reliability, resiliency, and/or safety. JCP&L expects to make a filing in 2018.

167




On March 20, 2013,January 31, 2018, the NJBPU ordered thatinstituted a generic proceeding be established to investigateexamine the prudenceimpacts of costs incurred by allthe Tax Act on the rates and charges of New Jersey utilitiesutilities. JCP&L must track and apply regulatory accounting treatment for service restoration efforts associated with the major storm events of 2011impacts effective January 1, 2018, and 2012. The Order provided that if any utility had already filedfile a proceeding for recovery of such storm costs, to the extent the amount of approved recovery had not yet been determined, the prudence of such costs would be reviewed in the generic proceeding. On May 31, 2013, the NJBPU clarified its earlier order to indicate that the 2011 major storm costs would be reviewed expeditiously in the generic proceeding, with the goal of maintaining the base rate case schedule established by the ALJ where recovery of such costs would be addressed. The NJBPU further indicated that it would review the 2012 major storm costs in the generic proceeding and the recovery of such costs would be considered through a Phase II in the existing base rate case or through another appropriate method to be determined at the conclusion of the generic proceeding. On June 21, 2013, JCP&L filed a detailed report in support of recovery of major storm costs with the NJBPU. On February 24, 2014, a Stipulation was filedpetition with the NJBPU by JCP&L,March 2, 2018, regarding the Division of Rate Counsel and NJBPU Staff which will allow recovery of $736 million of JCP&L’s $744 million of costs related to the significant weather events of 2011 and 2012. As a result, FirstEnergy recorded a regulatory asset impairment charge of approximately $8 million (pre-tax) as of December 31, 2013. By its Order of March 19, 2014, the NJBPU approved the Stipulation of Settlement. Although the settlement permits recovery of 2011 and 2012 storm costs, the recoveryexpected impacts of the 2011 costsTax Act on JCP&L’s expenses and revenues and how the effects will be addressed in the pending base rate case; whereas the manner and timing of recovery of the 2012 storm costs totaling $580 million will be determined by the NJBPU.passed through to its customers.

OHIO

The Ohio Companies primarilycurrently operate under their ESP 3 planIV which commenced June 1, 2016 and expires on May 31, 2016.2024. The material terms of ESP 3 include:
ContinuingIV, as approved in the currentPUCO’s Opinion and Order issued on March 31, 2016 and Fifth Entry on Rehearing on October 12, 2016, include Rider DMR, which provides for the Ohio Companies to collect $132.5 million annually for three years, with the possibility of a two-year extension. Rider DMR will be grossed up for federal income taxes, resulting in an approved amount of approximately $204 million annually. Revenues from Rider DMR will be excluded from the significantly excessive earnings test for the initial three-year term but the exclusion will be reconsidered upon application for a potential two-year extension. The PUCO set three conditions for continued recovery under Rider DMR: (1) retention of the corporate headquarters and nexus of operations in Akron, Ohio; (2) no change in control of the Ohio Companies; and (3) a demonstration of sufficient progress in the implementation of grid modernization programs approved by the PUCO. ESP IV also continues a base distribution rate freeze through May 31, 2016;2024. In addition, ESP IV continues the supply of power to non-shopping customers at a market-based price set through an auction process.
Continues
ESP IV also continues Rider DCR, which supports continued investment related to the distribution system for the benefit of customers, with increased revenue caps of $30 million per year from June 1, 2016 through May 31, 2019; $20 million per year from June 1, 2019 through May 31, 2022; and $15 million per year from June 1, 2022 through May 31, 2024. Other material terms of ESP IV include: (1) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
Continuing (2) an agreement to providefile a Grid Modernization Business Plan for PUCO consideration and approval (which filing was made on February 29, 2016, and remains pending); (3) a goal across FirstEnergy to reduce CO2 emissions by 90% below 2005 levels by 2045; (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and assistance to low-income customers for the two-year plan period at levels establishedjob retention in the prior ESP;Ohio Companies’ service territories; (b) establish a fuel-fund in each of the Ohio Companies’ service territories to assist low-income customers; and (c) establish a Customer Advisory Council to ensure preservation and growth of the competitive market in Ohio; and (5) an agreement to file an application to transition to a straight fixed variable cost recovery mechanism for residential customers' base distribution rates (which filing was made on April 3, 2017, and remains pending).
A 6% generation rate discount to certain low income customers provided by
Several parties, including the Ohio Companies, throughfiled applications for rehearing regarding the Ohio Companies’ ESP IV with the PUCO. The Ohio Companies’ application for rehearing challenged, among other things, the PUCO’s failure to adopt the Ohio Companies’ suggested modifications to Rider DMR. The Ohio Companies had previously suggested that a bilateral wholesale contract with FES (FES is oneproperly designed Rider DMR would be valued at $558 million annually for eight years, and include an additional amount that recognizes the value of the wholesale supplierseconomic impact of FirstEnergy maintaining its headquarters in Ohio. Other parties’ applications for rehearing argued, among other


183




things, that the PUCO’s adoption of Rider DMR is not supported by law or sufficient evidence. On August 16, 2017, the PUCO denied all remaining intervenor applications for rehearing, denied the Ohio Companies’ challenges to the modifications to Rider DMR and added a third-party monitor to ensure that Rider DMR funds are spent appropriately. On September 15, 2017, the Ohio Companies);
Continuing to provide power to non-shopping customers at a market-based price set throughCompanies filed an auction process;
Continuing Rider DCR that allows continued investment in the distribution systemapplication for the benefit of customers;
Continuing commitment not to recover from retail customers certain costs related to transmission cost allocations for the longerrehearing of the five-year period from June 1, 2011 through May 31, 2016 or whenPUCO’s August 16, 2017 ruling on the amountissues of costs avoided by customersthe third-party monitor and the ROE calculation for certain types of products totals $360 million, subject toadvanced metering infrastructure. On October 11, 2017, the outcome of certain FERC proceedings;
Securing generation supply for a longer period of time by conducting an auction for a three-year period rather than a one-year period, in each of October 2012 and January 2013, to mitigate any potential price spikes forPUCO denied the Ohio Companies' utility customers who do not switch to a competitive generation supplier;application for rehearing on both issues. On October 16, 2017, the Sierra Club and
Extending the recovery period for costs associated with purchasing RECs mandated by SB221, Ohio's renewable energy and energy efficiency standard, through the end of the new ESP 3 period. This is expected to initially reduce the monthly renewable energy charge for all non-shopping utility customers of the Ohio Companies by spreading out the costs over the entire ESP period.

NoticesManufacturer's Association Energy Group filed notices of appeal of the Ohio Companies' ESP 3 plan towith the Supreme Court of Ohio wereappealing various PUCO entries on their applications for rehearing. On November 16, 2017, the Ohio Companies intervened in the appeal. Additional parties subsequently filed bynotices of appeal with the NortheastSupreme Court of Ohio Public Energy Council and the ELPC. The matter has not yet been scheduledchallenging various PUCO entries on their applications for oral argument.rehearing. For additional information, see “FERC Matters - Ohio ESP IV PPA,” below.

The Ohio Companies filed an application with the PUCO on August 4, 2014 seeking approval of their ESP IV entitled Powering Ohio's Progress. The Ohio Companies have requested a decision by the PUCO by April 8, 2015. The Ohio Companies filed a partial Stipulation and Recommendation on December 22, 2014. The evidentiary hearing on the ESP IV is scheduled to commence on April 13, 2015. The material terms of the proposed plan include:
Continuing a base distribution rate freeze through May 31, 2019;
Continuing collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs;
Providing economic development and assistance to low-income customers for the three-year plan period;
An Economic Stability Program providing for a retail rate stability rider to flow through charges or credits representing the net result of the costs paid to FES through a proposed 15-year purchase power agreement for the output of Sammis, Davis-Besse and FES’ share of OVEC against the revenues received from selling the output into the PJM markets over the same period;
Continuing to provide power to non-shopping customers at a market-based price set through an auction process;
Continuing Rider DCR with increased revenue caps of approximately $30 million per year that allows continued investment supporting the distribution system for the benefit of customers;
A commitment not to recover from retail customers certain costs related to transmission cost allocations for the longer of the five-year period from June 1, 2011 through May 31, 2016 or when the amount of such costs avoided by customers for certain types of products totals $360 million, including appropriately such costs from MISO along with such costs from PJM, subject to the outcome of certain FERC proceedings; and
General updates to electric service regulations and tariffs to reflect regulatory orders, administrative rule changes, and current practices.

Under Ohio's energy efficiency standards (SB221 and SB310), and the Ohio Companies' filing of amended energy efficiency plans,ORC 4928.66, the Ohio Companies are required to implement energy efficiency programs that achieve a totalcertain annual energy savings equivalentand total peak demand reductions. Starting in 2017, ORC 4928.66 requires the energy savings benchmark to increase by 1% and the peak demand reduction benchmark to increase by 0.75% annually thereafter through 2020 and the energy savings benchmark to increase by 2% annually from 2021 through 2027, with a cumulative benchmark of approximately 2,237 GWHs in 2014, 2015 and 2016. The22.2% by 2027. On April 15, 2016, the Ohio Companies are also required to reduce peak demand in 2009


168




by 1%, withfiled an additional 0.75% reduction each year thereafter through 2014, and retain the 2014 levelapplication for 2015 and 2016, and then increase the benchmark by an additional 0.75% thereafter through 2020.

On March 20, 2013, the PUCO approved theapproval of their three-year energy efficiency portfolio plans for 2013-2015, estimatedthe period from January 1, 2017 through December 31, 2019. The plans as proposed comply with benchmarks contemplated by ORC 4928.66 and provisions of the ESP IV, and include a portfolio of energy efficiency programs targeted to costa variety of customer segments, including residential customers, low income customers, small commercial customers, large commercial and industrial customers and governmental entities. On December 9, 2016, the Ohio Companies filed a Stipulation and Recommendation with several parties that contained changes to the plan and a decrease in the plan costs. The Ohio Companies anticipate the cost of the plans will be approximately $250$268 million over the three-year period, which islife of the portfolio plans and such costs are expected to be recovered in rates. Applications for rehearing were filed bythrough the Ohio Companies and several other parties.Companies’ existing rate mechanisms. On July 17, 2013,November 21, 2017, the PUCO deniedissued an order that approved the filed Stipulation and Recommendation with several modifications, including a cap on the Ohio Companies' application for rehearing, in part, but authorizedCompanies’ collection of program costs and shared savings set at4% of the Ohio CompaniesCompanies’ total sales to receive 20% of any revenues obtained from offering energy efficiency and DR reserves into the PJM auction. The PUCO also confirmed that the Ohio Companies can recover PJM costs and applicable penalties associated with PJM auctions, including the costs of purchasing replacement capacity from PJM incremental auctions, to the extent that such costs or penalties are prudently incurred.customers as reported on FERC Form 1. On August 16, 2013, ELPC and OCC filed applications for rehearing, which were granted for the sole purpose of further consideration of the issue. On September 24, 2014,December 21, 2017, the Ohio Companies filed an amendment to their portfolio plan as contemplated by SB310, seeking to suspend certain programs for the 2015-2016 period in order to better align the plan with the new benchmarks under SB310. On November 20, 2014, the PUCO approved the Ohio Companies' amended portfolio plan. Several applicationsapplication for rehearing were filed, andchallenging the PUCO granted those applications for further considerationPUCO’s modification of the matters specified in those applications.

On September 16, 2013,Stipulation and Recommendation to include the Ohio Companies filed with the Supreme Court of Ohio a notice of appeal of the PUCO's July 17, 2013 Entry on Rehearing related to energy efficiency, alternative energy, and long-term forecast rules stating that the rules issued4% cost cap, which was denied by the PUCO are inconsistent with, and are not supported by, statutory authority. On October 23, 2013, the PUCO filed a motion to dismiss the appeal, which is still pending. The matter has not been scheduled for oral argument.on January 10, 2018.

Ohio law requires electric utilities and electric service companies in Ohio to serve part of their load from renewable energy resources measured by an annually increasing percentage amount through 2024,2026, except that in 2014 SB310 froze 2015 and 2016 that remainrequirements at the 2014 level.level (2.5%), pushing back scheduled increases, which resumed in 2017 (3.5%), and increases 1% each year through 2026 (to 12.5%) and shall remain at 12.5% in 2027 and each year thereafter. The Ohio Companies conducted RFPs in 2009, 2010 and 2011 to secure RECs to help meet these renewable energy requirements. In September 2011, the PUCO opened a docket to review the Ohio Companies' alternative energy recovery rider through which the Ohio Companies recover the costs of acquiring these RECs. The PUCO issued an Opinion and Order on August 7, 2013, approving the Ohio Companies' acquisition process and their purchases of RECs to meet statutory mandates in all instances except for part of thecertain purchases arising from one auction and directingdirected the Ohio Companies to credit non-shopping customers in the amount of $43.4 million, plus interest, on the basis that the Ohio Companies did not prove such purchases were prudent. Based on the PUCO ruling, a regulatory charge of approximately $51 million, including interest, was recorded in the fourth quarter of 2013. On December 24, 2013, following the denial of their application for rehearing, the Ohio Companies filed a notice of appeal and a motion for stay of the PUCO's order with the Supreme Court of Ohio, which was granted. On February 18, 2014, theThe OCC and the ELPC also filed appeals of the PUCO's order. The Ohio Companies filed their merit brief withOn January 24, 2018, the Supreme Court of Ohio reversed the PUCO order finding that the order violated the rule against prohibiting retroactive ratemaking. On February 5, 2018, the OCC and ELPC filed a motion for reconsideration, to which the Ohio Companies responded in opposition on March 6, 2014 and the briefing process concluded on December 24, 2014. The matter is not yet scheduled for oral argument.February 15, 2018.

On April 9, 2014, the PUCO initiated a generic investigation of marketing practices in the competitive retail electric service market, with a focus on the marketing of fixed-price or guaranteed percent-off SSO rate contracts where there is a provision that permits the pass-through of new or additional charges. On November 18, 2015, the PUCO ruled that on a going-forward basis, pass-through clauses may not be included in fixed-price contracts for all customer classes. On December 18, 2015, FES filed an Application for Rehearing seeking to change the ruling or have it only apply to residential and small commercial customers. On January 13, 2016, the PUCO granted reconsideration for further consideration of the matters specified in the applications for rehearing. On March 29, 2017, the PUCO issued a Second Entry on Rehearing that granted, in part, the applications for rehearing filed by FES and other parties, finding that the PUCO’s guidelines regarding fixed-price contracts should not apply to large mercantile customers. This finding changes the original order, which applied the guidelines to all customers, including mercantile customers. The PUCO also reaffirmed several provisions of the original order, including that the fixed-price guidelines only apply on a going-forward basis and not to existing contracts and that regulatory-out clauses in contracts are permissible.

On December 1, 2017, the Ohio Companies filed an application with the PUCO for approval of a DPM Plan. The DPM Plan is a portfolio of approximately $450 million in distribution platform investment projects, which are designed to modernize the Ohio Companies’ distribution grid, prepare it for further grid modernization projects, and provide customers with immediate reliability benefits. The Ohio Companies have requested that the PUCO issue an order approving the DPM Plan and associated cost recovery no later than May 2, 2018, so that the Ohio Companies can expeditiously commence the DPM Plan and customers can begin to realize the associated benefits.

On January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act and determine the appropriate course of action to pass benefits on to customers. The Ohio Companies must establish a regulatory liability, effective January 1, 2018, for


184




the estimated reduction in federal income tax resulting from the Tax Act, and filed comments on February 15, 2018, explaining that customers will save nearly $40 million annually as a result of updating tariff riders for the tax rate changes and that the Ohio Companies’ base distribution rates are not impacted by the Tax Act changes because they are frozen through May 2024.

PENNSYLVANIA

The Pennsylvania Companies currently operate under DSPs that expire onfor the June 1, 2017 through May 31, 2015, and2019 delivery period, which provide for the competitive procurement of generation supply for customers thatwho do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service. The default serviceUnder the DSPs, the supply is currentlywill be provided by wholesale suppliers through a mix of long-term and short-term contracts procured through descending clock auctions, competitive requests for proposals and spot market purchases. On July 24, 2014, the PPUC unanimously approved a settlement of the Pennsylvania Companies' DSPs for the period of June 1, 2015 through May 31, 2017, that provides for quarterly descending clock auctions to procure 3, 12 and 24-month energy contracts, as well as one RFP seekingfor 2-year SREC contracts to secure SRECs for ME, PN and Penn. The DSPs include modifications to the Pennsylvania Companies’ POR programs in order to reduce the level of uncollectible expense the Pennsylvania Companies experience associated with alternative EGS charges.

On December 11, 2017, the Pennsylvania Companies filed DSPs for the June 1, 2019 through May 31, 2023 delivery period. Under the 2019-2023 DSPs, the supply is proposed to be provided by wholesale suppliers through a mix of 3, 12 and 24-month energy contracts, as well as two RFPs for 2-year SREC contracts for ME, PN and Penn. The 2019-2023 DSPs as proposed also include modifications to the Pennsylvania Companies’ POR programs in order to continue their clawback pilot program as a long-term, permanent program term. The 2019-2023 DSPs also introduce a retail market enhancement rate mechanism designed to stimulate residential customer shopping, and modifications to the Pennsylvania Companies’ customer class definitions to allow for the introduction of hourly priced default service to customers at or above 100kW. A hearing has been scheduled for April 10-11, 2018, and the PPUC is expected to issue a final order on these DSPs by mid-September 2018.

The PPUC entered an Order on March 3, 2010Pennsylvania Companies operate under rates that denied the recovery of marginal transmission losses through the TSC rider for the period of June 1, 2007 through March 31, 2008, and directed ME and PN to submit a new tariff or tariff supplement reflecting the removal of marginal transmission losses from the TSC. Pursuant to a planwere approved by the PPUC ME and PN refunded those amounts to customers over 29-months concludingon January 19, 2017, effective as of January 27, 2017. These rates provide annual increases in the second quarter of 2013. On appeal, the Commonwealth Court affirmed the PPUC's Order to the extent that it holds that line loss costs are not transmission costs and, therefore, the approximately $254 million in marginal transmission losses and associated carrying charges for the period prior to January 1, 2011, are not recoverable under ME's and PN's TSC riders. The Pennsylvania Supreme Court denied ME's and PN's Petition for Allowance of Appeal and the Supreme Court of the United States denied ME's and PN's Petition for Writ of Certiorari. The U.S. District Court for the Eastern District of Pennsylvania granted the PPUC's motion to dismiss the complaint filed by ME and PN to obtain an order that would enjoin enforcement of the PPUC and Pennsylvania court orders under a theory of federal preemption on the question of retail rate recovery of the marginal transmission loss charges. As a result of the U.S. District Court's decision, FirstEnergy recorded a regulatory asset impairment chargeoperating revenues of approximately $254$96 million (pre-tax) inat ME, $100 million at PN, $29 million at Penn, and $66 million at WP, and are intended to benefit customers by modernizing the quarter ended September 30, 2013. On appeal, on September 16, 2014, in a split decision, two judges of a three-judge panel of the United States Court of Appeals for the Third Circuit affirmed the U.S. District Court's dismissal of the complaint, agreeing that MEgrid with smart technologies, increasing vegetation management activities, and PN had litigated the issue in the state proceedings and thus were precluded from subsequent litigation in federal court. On September 30, 2014, ME and PN filed for rehearing and rehearing


169




en banc before the Third Circuit and, on October 15, 2014, the Third Circuit rejected that rehearing request. ME and PN filed a Petition for Certiorari with the U.S. Supreme Court on February 12, 2015.continuing other customer service enhancements.

Pursuant to Pennsylvania's EE&C legislation (Actin Act 129 of 2008), the2008 and PPUC was charged with reviewing the cost effectiveness oforders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. TheOn June 19, 2015, the PPUC found the energy efficiency programs to be cost effective and directed all of the electric utilities in Pennsylvania to submit by November 15, 2012,issued a Phase II EE&C Plan that would be in effect for the period June 1, 2013 through May 31, 2016. The PPUC deferred ruling on the need to create peakIII Final Implementation Order setting: demand reduction targets, and did not include arelative to each Pennsylvania Companies' 2007-2008 peak demand (in MW), at 1.8%for ME, 1.7% for Penn, 1.8% for WP, and 0% for PN; and energy consumption reduction requirement in the Phase II plans. On March 14, 2013, the PPUC adoptedtargets, as a settlement among thepercentage of each Pennsylvania CompaniesCompanies’ historic 2010 forecasts (in MWH), at 4.0% for ME, 3.9%for PN, 3.3% for Penn, and interested parties and approved the2.6% for WP. The Pennsylvania Companies' Phase IIIII EE&C Plansplans for the June 2016 through May 2021 period, 2013-2016. Totalwhich were approved in March 2016, with expected costs of these plansup to $390 million, are expecteddesigned to be approximately $234 million and recoverableachieve the targets established in the PPUC's Phase III Final Implementation Order with full recovery through the Pennsylvania Companies' reconcilable EE&C riders.

Pursuant to Act 11 of 2012, Pennsylvania EDCs may establish a DSIC to recover costs of infrastructure improvements and costs related to highway relocation projects with PPUC approval. Pennsylvania EDCs must file LTIIPs outlining infrastructure improvement plans for PPUC review and approval prior to approval of a DSIC. On August 4, 2014, the Pennsylvania Companies each filed tariffs withFebruary 11, 2016, the PPUC proposing general rate increases associated with their distribution operations. The filings request approval to increase operating revenues by approximately $151.9 million at ME, $119.8 million at PN, $28.5 million at Penn, and $115.5 million at WP based upon fully projected future test yearsapproved LTIIPs for the twelve months ending April 30, 2016 at each of the Pennsylvania Companies. On June 14, 2017, the PPUC approved modified LTIIPs for ME, PN and Penn for the remaining years of 2017 through 2020 to provide additional support for reliability and infrastructure investments. The LTIIPs estimated costs for the remaining period of 2018 to 2020, as modified, are: WP $50.1 million; PN $44.8 million; Penn $33.2 million; and ME $51.3 million.

On February 3, 2015, each of16, 2016, the Pennsylvania Companies filed DSIC riders for PPUC approval for quarterly cost recovery, which were approved by the PPUC on June 9, 2016, and went into effect July 1, 2016, subject to hearings and refund or reallocation among customer classes. On January 19, 2017, in the PPUC’s order approving the Pennsylvania Companies’ general rate cases, the PPUC added an additional issue to the DSIC proceeding to include whether ADIT should be included in DSIC calculations. On February 2, 2017, the parties to the DSIC proceeding submitted a Joint Petition for Settlement seekingto the ALJ that resolved the issues that were pending from the order issued on June 9, 2016, which is pending PPUC approval ofapproval. The ADIT issue is subject to further litigation and a hearing was held on May 12, 2017. On August 31, 2017, the agreements reached in each proceeding which included, among other things: 1) increases in current distribution revenues of $89.3 million for ME, $90.8 million for PN, $15.9 million for Penn and $96.8 million for WP; 2)ALJ issued a Universal Services Charge Rider to be established for WP; 3) storm reserve accounts for future storm recovery to be established for eachdecision recommending that the complaint of the Pennsylvania Companies;OCA be granted by the PPUC such that the Pennsylvania Companies reflect all federal and 4) certain other operational and customer service-related provisions.state income tax deductions related to DSIC-eligible property in the currently effective DSIC rates. If the decision is approved by the PPUC, the impact is not expected to be material to FirstEnergy. The sole issue reserved for briefing was with respectPennsylvania Companies filed exceptions to the scopedecision on September 20, 2017, and pricingreply exceptions on October 2, 2017.

On February 12, 2018, the PPUC initiated a proceeding to determine the effects of the Companies' proposed LED offerings. OrdersTax Act on the proposed increases are expectedtax liability of utilities and the feasibility of reflecting such impacts in May 2015.rates charged to customers. By March 9, 2018, the Pennsylvania Companies must submit information to the PPUC to calculate the net effect of the Tax Act on income tax expense and rate base, and comments addressing whether rates should be adjusted to reflect the tax rate changes, and if so, how and when such modifications should take effect.



170185




WEST VIRGINIA

MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking. MP and PE recover net power supply costs, including fuel costs, purchased power costs and related expenses, net of related market sales revenue through the ENEC. MP's and PE's ENEC rate is updated annually.

On AprilSeptember 23, 2016, the WVPSC approved the Phase II energy efficiency program for MP and PE as reflected in a unanimous settlement by the parties to the proceeding, which includes three energy efficiency programs to meet the Phase II requirement of energy efficiency reductions of 0.5% of 2013 distribution sales for the January 1, 2017 through May 31, 2018 period, which was approved by the WVPSC in the 2012 proceeding approving the transfer of ownership of Harrison Power Station to MP. The costs for the Phase II program are expected to be $10.4 million and are eligible for recovery through the existing energy efficiency rider which is reviewed in the fuel (ENEC) case each year. On December 15, 2017, the WVPSC approved MP's and PE's proposed annual decrease in their EE&C rates, effective January 1, 2018, which is not material to FirstEnergy.

On December 9, 2016, the WVPSC approved the annual ENEC case for MP and PE as reflected in a unanimous settlement by the parties to the proceeding, resulting in an increase in the ENEC rate of $25 million annually beginning January 1, 2017. In addition, ENEC rates will be maintained at the same level for a two year period.

On December 30, 2014,2015, MP and PE filed an IRP with the WVPSC identifying a rate case, as amended on June 13, 2014, requesting a base rate increase of approximately $104 million, or 9.9%, based on an historic 2013 test year. The filing also included a request for an additional $48 million to recover by surcharge costs for new and existing vegetation management programs. On November 3, 2014, a Joint Stipulation was submitted by all parties which settled all issues in the proceeding. The settlement includes, among other things: a $15 million increase in base rate revenues effective February 25, 2015; the implementation of a Vegetation Management Surcharge effective February 25, 2015 to recover all costs related to both new and existing vegetation maintenance programs; authority to establish a regulatory asset for MATS investments placed into servicecapacity shortfall starting in 2016 and 2017; authorityexceeding 700 MWs by 2020 and 850 MWs by 2027. On June 3, 2016, the WVPSC accepted the IRP. On December 16, 2016, MP issued an RFP to defer, amortize and recover overaddress its generation shortfall, along with issuing a 5-year period approximately $46 million of storm restoration costs; and eliminationsecond RFP to sell its interest in Bath County. Bids were received by an independent evaluator in February 2017 for both RFPs. AE Supply was the winning bidder of the Temporary Transaction Surcharge for costs associated with MP's acquisition of the Harrison plant in October 2013RFP to address MP’s generation shortfall and movement of those costs into base rates effective February 25, 2015. On February 3, 2015, the WVPSC approved the settlement in full and without modification.on March 6, 2017, MP and PE's new rates will go into effect February 25, 2015.

On August 29, 2014,AE Supply signed an asset purchase agreement for MP to acquire AE Supply’s Pleasants Power Station (1,300 MWs) for approximately $195 million, subject to customary and other closing conditions, including regulatory approvals. In addition, on March 7, 2017, MP and PE filed their annual ENEC case proposing an approximate $65.8 million annual increase in ENEC rates, which is a 5.7% overall increaseapplication with the WVPSC and MP and AE Supply filed an application with FERC requesting authorization for such purchase. Various intervenors filed protests challenging the RFP and requesting FERC deny the application, set it for hearing to existing rates. The increase is comprisedallow discovery into the RFP process, or delay an order pending the conclusion of the WVPSC proceeding. On January 12, 2018, FERC issued an actual $51.6 million under-recovered balance as of June 30, 2014, and a projected $14.2 million in under-recoveryorder denying authorization for the 2015 rate effective period. A settlementtransaction, holding that MP and AE Supply did not demonstrate that the sale was reached by allconsistent with the parties,public interest and the transaction did not fall within the safe harbors for meeting FERC’s affiliate cross-subsidization analysis. In the order FERC also revised and clarified certain details of its standards for the review of transactions resulting from competitive solicitations, and concluded that MP’s RFP did not meet the revised and clarified standards. FERC allowed that MP may submit a future application for a transaction resulting from a new RFP.The WVPSC issued its order on January 26, 2018, denying the petition as filed but granting the transfer of Pleasants Power Station under certain conditions, which wasincluded MP assuming significant commodity risk. MP, PE and AE Supply have determined not to seek rehearing at FERC in light of the adverse decisions at FERC and the WVPSC. Based on the FERC ruling and the conditions included in the WVPSC order, MP and AE Supply terminated the asset purchase agreement. With respect to the Bath County RFP, MP does not plan to move forward with that sale of its ownership interest. In the future, MP may re-evaluate its options with respect to its interest in Bath County.

On September 1, 2017, MP and PE filed with the WVPSC on December 2, 2014. The parties agreedfor a reconciliation of their VMS to defer $16.8 millionconfirm that rate recovery matches VMP costs and for a regular review of the energy portion of the under-recovery balance for medium and large customers for one year at a carrying cost of 4% in order to mitigate the proposed rate impact to those customers. The settlement permitsthat program. MP and PE to recover allproposed a $15 million annual decrease in VMS rates effective January 1, 2018, and an additional $15 million decrease in rates for 2019. This is an overall decrease in total revenue and average rates of their costs incurred during1%. On December 15, 2017, the two year review period and closes the review period except for two coal issues for further review in next year’s ENEC case. WVPSC issued an order adopting a unanimous settlement without modification.

On January 29, 2015,3, 2018, the WVPSC approvedinitiated a proceeding to investigate the settlement in full without modificationeffects of the Tax Act on the revenue requirements of utilities. MP and new ENEC rates will go into effect February 25, 2015.PE must track the tax savings resulting from the Tax Act on a monthly basis, effective January 1, 2018, and file written testimony explaining the impact of the Tax Act on federal income tax and revenue requirements by May 30, 2018. On January 26, 2018, the WVPSC issued an order clarifying that regulatory accounting should be implemented as of January 1, 2018, including the recording of any regulatory liabilities resulting from the Tax Act.

RELIABILITY MATTERS

Federally-enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the Utilities, FES and certain of its subsidiaries, AE Supply, FG, FENOC, NG, ATSI, MAIT and TrAIL. NERC is the ERO designated by FERC to establish and enforce these reliability standards, although NERC has delegated day-to-day implementation and enforcement of these reliability standards to eight regional entities, including RFC. All of FirstEnergy's facilities are located within the RFC region. FirstEnergy actively participates in the NERC and RFC stakeholder processes, and otherwise monitors and manages its companies in response to the ongoing development, implementation and enforcement of the reliability standards implemented and enforced by RFC.

FirstEnergy, including FES, believes that it is in compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities, FirstEnergy, including FES, occasionally learns of isolated facts or circumstances that could be interpreted as excursions from the reliability standards. If and when such occurrences are found, FirstEnergy, including FES, develops information about the occurrence and develops a remedial response to the specific circumstances, including in appropriate cases “self-reporting” an occurrence to RFC. Moreover, it is clear that NERC,


186




RFC and FERC will continue to refine existing reliability standards as well as to develop and adopt new reliability standards. Any inability on FirstEnergy's, including FES, part to comply with the reliability standards for its bulk electric system could result in the imposition of financial penalties, and obligations to upgrade or build transmission facilities, that could have a material adverse effect on its financial condition, results of operations and cash flows.

FERC MATTERS

Ohio ESP IV PPA

On August 4, 2014, the Ohio Companies filed an application with the PUCO seeking approval of their ESP IV. ESP IV included a proposed Rider RRS, which would flow through to customers either charges or credits representing the net result of the price paid to FES through an eight-year FERC-jurisdictional PPA, referred to as the ESP IV PPA, against the revenues received from selling such output into the PJM markets. The Ohio Companies entered into stipulations which modified ESP IV, and on March 31, 2016, the PUCO issued an Opinion and Order adopting and approving the Ohio Companies’ stipulated ESP IV with modifications. FES and the Ohio Companies entered into the ESP IV PPA on April 1, 2016, but subsequently agreed to suspend it and advised FERC of this course of action.

On March 21, 2016, a number of generation owners filed with FERC a complaint against PJM requesting that FERC expand the MOPR in the PJM Tariff to prevent the alleged artificial suppression of prices in the PJM capacity markets by state-subsidized generation, in particular alleged price suppression that could result from the ESP IV PPA and other similar agreements. The complaint requested that FERC direct PJM to initiate a stakeholder process to develop a long-term MOPR reform for existing resources that receive out-of-market revenue. On January 9, 2017, the generation owners filed to amend their complaint to include challenges to certain legislation and regulatory programs in Illinois. On January 24, 2017, FESC, acting on behalf of its affected affiliates and along with other utility companies, filed a motion to dismiss the amended complaint for various reasons, including that the ESP IV PPA matter is now moot. In addition, on January 30, 2017, FESC along with other utility companies filed a substantive protest to the amended complaint, demonstrating that the question of the proper role for state participation in generation development should be addressed in the PJM stakeholder process. On August 30, 2017, the generation owners requested expedited action by FERC. This proceeding remains pending before FERC.

PJM Transmission Rates

PJM and its stakeholders have been debating the proper method to allocate costs for newcertain transmission facilities. While FirstEnergy and other parties advocate for a traditional "beneficiary pays" (or usage based) approach, others advocate for “socializing” the costs on a load-ratio share basis, where each customer in the zone would pay based on its total usage of energy within PJM. This question has been the subject of extensive litigation before FERC and the appellate courts, including most recently before the Seventh Circuit. On June 25, 2014, a divided three-judge panel of the Seventh Circuit ruled that FERC had not quantified the benefits that western PJM utilities would derive from certain new 500 kV or higher lines and thus had not adequately supported its decision to socialize the costs of these lines. The majority found that eastern PJM utilities are the primary beneficiaries of the lines, while western PJM utilities are only incidental beneficiaries, and that, while incidental beneficiaries should pay some share of the costs of the lines, that share should be proportionate to the benefit they derive from the lines, and not on load-ratio share in PJM as a whole. The court remanded the case to FERC, which issued an order setting the issue of cost allocation for hearing and settlement proceedings. Settlement discussions underOn June 15, 2016, various parties, including ATSI and the Utilities, filed a FERC-appointed settlement judge are ongoing.

Order No. 1000, issued byagreement at FERC on July 21, 2011, announced new policies regarding transmission planning and transmissionagreeing to apply a combined usage based/socialization approach to cost allocation requiring the submission of a compliance filing by PJM andfor charges to transmission customers in the PJM transmission owners demonstrating that the cost allocation methodologyRegion for new transmission projects directed by the PJM Board of Managers satisfied the principles set forthoperating at or above 500 kV. Certain other parties in the order. On August 15, 2014proceeding did not agree to the U.S. Court of Appeals forsettlement and filed protests to the D.C. Circuit affirmed Order No. 1000, including its termination of certain "right of first refusal" privileges discussed in more detail below. The court subsequently denied a request for rehearing of its decision.


171





In series of orders, includingsettlement seeking, among other issues, to strike certain of the orders relatedevidence advanced by FirstEnergy and certain of the other settling parties in support of the settlement, as well as provided further comments in opposition to the Order No. 1000 proceedings, FERC has asserted that the PJM transmission owners do not hold an incumbent “right of first refusal” to construct, own and operate transmission projects within their respective footprints that are approved as part of PJM’s RTEP process.settlement. FirstEnergy and certain of the other PJM transmission owners have appealed these rulings,parties responded to such opposition. On October 20, 2017, the settling and those appeals arenon-opposing parties requested expedited action by FERC. The settlement is pending before the U.S. Court of Appeals for the D.C. Circuit.

To demonstrate compliance with the regional cost allocation principles of Order No. 1000, the PJM transmission owners, including FirstEnergy, proposed a hybrid allocation of 50% beneficiary pays and 50% socialized to be effective for RTEP projects approved by the PJM Board of Managers on, and after, the requested February 1, 2013 effective date of the compliance filing. FERC has accepted that approach.

Separately, the PJM transmission owners, including FirstEnergy, submitted filings to FERC setting forth the cost allocation method for projects that cross the borders between the PJM Region and: (1) the NYISO region; (2) the MISO region; and (3) the FERC-jurisdictional members of the SERTP region. These filings propose to allocate the cost of these interregional transmission projects based on the costs of projects that otherwise would have been constructed separately in each region, or, in the case of MISO, indicate that the cost allocation provisions for interregional transmission projects provided in the Joint Operating Agreement between PJM and MISO comply with the requirements of Order No. 1000. FERC accepted the PJM/MISO and PJM/SERTP filing, subject to refund and further compliance requirements. The PJM/NYISO cross-border project cost allocation filing remains pending before FERC.

The outcome of these proceedings and their impact, if any, on FirstEnergy cannot be predicted at this time.

RTO Realignment

On June 1, 2011, ATSI and the ATSI zone transferred from MISO to PJM. While many of the matters involved with the move have been resolved, FERC denied recovery under ATSI's transmission rate for certain charges that collectively can be described as "exit fees" and certain other transmission cost allocation charges totaling approximately $78.8 million until such time as ATSI submits a cost/benefit analysis demonstrating net benefits to customers from the move.transfer to PJM. Subsequently, FERC rejected a proposed settlement agreement to resolve the exit fee and transmission cost allocation issues, stating that its action is without prejudice to ATSI submitting a cost/benefit analysis demonstrating that the benefits of the RTO realignment decisions outweigh the exit fee and transmission cost allocation charges. On March 17, 2016, FERC denied FirstEnergy's request for rehearing of FERC's earlier order remains pending.rejecting the settlement agreement and affirmed its prior ruling that ATSI must submit the cost/benefit analysis.

Separately, the question of ATSI'sATSI resolved a dispute regarding responsibility for certain costs for the “Michigan Thumb” transmission project continues to be disputed.project. Potential responsibility arises under the MISO MVP tariff, which has been litigated in complex proceedings before FERC and certain U.S. appellate courts. In the event of a final non-appealableOn October 29, 2015, FERC issued an order that rulesfinding that ATSI mustand the ATSI zone do not have to pay theseMISO MVP charges for the Michigan Thumb transmission project. MISO and the MISO TOs filed a request for rehearing, which FERC denied on May 19, 2016. The MISO TOs subsequently filed an appeal of FERC's orders with the Sixth Circuit. FirstEnergy intervened and


187




participated in the proceedings on behalf of ATSI, willthe Ohio Companies and Penn. On June 21, 2017, the Sixth Circuit issued its decision denying the MISO TOs' appeal request. MISO and the MISO TOs did not seek recovery of these charges through its formula rate.review by the U.S. Supreme Court, effectively resolving the dispute over the "Michigan Thumb" transmission project. On a related issue, FirstEnergy joined certain other PJM transmission ownersTOs in a protest of MISO's proposal to allocate MVP costs to energy transactions that cross MISO's borders into the PJM Region. On January 22, 2015,July 13, 2016, FERC issued its order finding it appropriate for MISO to assess an order establishing a paper hearing on remand from the Seventh Circuit of the issue of whether any limitation on "export pricing"MVP usage charge for sales of energytransmission exports from MISO intoto PJM. Various parties, including FirstEnergy and the PJM is justified in lightTOs, requested rehearing or clarification of applicable FERC precedent. Initial comments on the MISO/PJM MVP issue are due March 9, 2015, and reply comments are due April 8, 2015.FERC’s order. The requests for rehearing remain pending before FERC.

In addition, in a May 31, 2011 order, FERC ruled that the costs for certain "legacy RTEP" transmission projects in PJM approved before ATSI joined PJM could be charged to transmission customers in the ATSI zone. The amount to be paid, and the question of derived benefits, is pending before FERC as a result of the Seventh Circuit's June 25, 2014 order described above under PJM"PJM Transmission Rates."

The outcome of thosethe proceedings that address the remaining open issues related to ATSI's move into PJMMVP costs and "legacy RTEP" transmission projects cannot be predicted at this time.

2014 ATSI Formula Rate FilingTransfer of Transmission Assets to MAIT

Following receipt of necessary regulatory approvals, on January 31, 2017, MAIT issued membership interests to FET, PN and ME in exchange for their respective cash and transmission asset contributions. MAIT, a transmission-only subsidiary of FET, owns and operates all of the FERC-jurisdictional transmission assets previously owned by ME and PN. Subsequently, on March 13, 2017, FERC issued an order authorizing MAIT to issue short- and long-term debt securities, permitting MAIT to participate in the FirstEnergy regulated companies’ money pool for working capital, to fund day-to-day operations, support capital investment and establish an actual capital structure for ratemaking purposes.

MAIT Transmission Formula Rate

On October 31, 2014, ATSI filed28, 2016, as amended on January 10, 2017, MAIT submitted an application to FERC requesting authorization to implement a proposal withforward-looking formula transmission rate to recover and earn a return on transmission assets effective February 1, 2017. Various intervenors submitted protests of the proposed MAIT formula rate. Among other things, the protest asked FERC to changesuspend the structure of its formula rate. The proposed change requested to move from an “historical looking” approach, where transmission rates reflect actual costseffective date for the prior year, to a “forward looking” approach, where transmission rates would be based on the estimated costs for the coming year, with an annual true up. Several parties protested ATSI's filing.formula rate until June 1, 2017. On December 31, 2014,March 10, 2017, FERC issued an order accepting ATSI'sthe MAIT formula transmission rate for filing, suspending the formula transmission rate for five months to become effective JanuaryJuly 1, 2015, as2017, and establishing hearing and settlement judge procedures. On April 10, 2017, MAIT requested rehearing of FERC’s decision to suspend the effective date of the formula rate. FERC's order on rehearing remains pending. MAIT’s rates went into effect on July 1, 2017, subject to refund andpending the outcome of the hearing and settlement proceedings. Settlement discussions underprocedures. On October 13, 2017, MAIT and certain parties filed a FERC-appointed settlement judge are ongoing. FERC also initiated an inquiryagreement with FERC. The settlement agreement provides for certain changes to MAIT's formula rate, changes MAIT's ROE from 11% to 10.3%, sets the recovery amount for certain regulatory assets, and establishes that MAIT's capital structure will not exceed 60% equity over the period ending December 31, 2021. The settlement agreement further provides that the ROE and the 60% cap on the equity component of MAIT's capital structure will remain in effect unless changed pursuant to Sectionsection 205 or 206 of the FPA into ATSI's ROEprovided the effective date for any change shall be no earlier than January 1, 2022. The settlement agreement currently is pending at FERC. As a result of the settlement agreement, MAIT recognized a pre-tax impairment charge of $13 million in the third quarter of 2017.

JCP&L Transmission Formula Rate

On October 28, 2016, after withdrawing its request to the NJBPU to transfer its transmission assets to MAIT, JCP&L submitted an application to FERC requesting authorization to implement a forward-looking formula transmission rate to recover and certainearn a return on transmission assets effective January 1, 2017. A group of intervenors, including the NJBPU and New Jersey Division of Rate Counsel, filed a protest of the proposed JCP&L transmission rate. Among other matters, with a refundthings, the protest asked FERC to suspend the proposed effective date for the formula rate until June 1, 2017. On March 10, 2017, FERC issued an order accepting the JCP&L formula transmission rate for filing, suspending the transmission rate forfive months to become effective June 1, 2017, and establishing hearing and settlement judge procedures. On April 10, 2017, JCP&L requested rehearing of FERC’s decision to suspend the effective date of the formula rate. FERC's order on rehearing remains pending. JCP&L’s rates went into effect on June 1, 2017, subject to refund pending the outcome of the hearing and settlement procedures. On December 21, 2017, JCP&L and certain parties filed a settlement agreement with FERC. The settlement agreement provides for a $135 million stated annual revenue requirement for Network Integration Transmission Service and an average of $20 million stated annual revenue requirement for certain projects listed on the PJM Tariff where the costs are allocated in part beyond the JCP&L transmission zone within the PJM Region. The revenue requirements are subject to a moratorium on additional revenue requirements proceedings through December 31, 2019, other than limited filings to seek recovery for certain additional costs. Also on December 21, 2017, JCP&L filed a motion for authorization to implement the settlement rate on an interim basis. On December 27, 2017, FERC granted the motion authorizing JCP&L to implement the settlement rate effective January 12, 2015, for any refund resulting from1, 2018, pending a final commission order on the inquiry. A procedural schedule forsettlement agreement. The settlement agreement is pending at FERC. As a result of the Section 206 inquiry has not yet been established.settlement agreement, JCP&L recognized a pre-tax impairment charge of $28 million in the fourth quarter of 2017.



172188




California Claims MattersDOE NOPR: Grid Reliability and Resilience Pricing

In October 2006, several California governmentalOn September 28, 2017, the Secretary of Energy released a NOPR requesting FERC to issue rules directing RTOs to incorporate pricing for defined “eligible grid reliability and utility parties presented AE Supply withresiliency resources” into wholesale energy markets. Specifically, as proposed, RTOs would develop and implement tariffs providing a settlement proposal to resolve alleged overchargesjust and reasonable rate for power sales by AE Supply toenergy purchases from eligible grid reliability and resiliency resources and the California Energy Resource Scheduling divisionrecovery of fully allocated costs and a fair ROE. The NOPR followed the August 23, 2017, release of the CDWR during 2001. The settlement proposal claims that CDWR is owed approximately $190 million for these alleged overcharges. This proposal was made in the context of mediation efforts by FERC and the Ninth Circuit in several pending proceedings to resolve all outstanding refund and other claims, including claims of alleged price manipulation in the CaliforniaDOE’s study regarding whether federally controlled wholesale energy markets during 2000properly recognize the importance of coal and 2001. The Ninth Circuit had previously remanded one of those proceedings to FERC, which dismissednuclear plants for the claimsreliability of the California Parties in May 2011. The California Parties appealed FERC's decision back tohigh-voltage grid, as well as whether federal policies supporting renewable energy sources have harmed the Ninth Circuit, where the appeal remains pending. AE Supply joined with other intervenors in the case and filed a brief in support of FERC's dismissalreliability of the case. Oral argument was held on February 11, 2015.energy grid. The matter is now beforeDOE requested for the Ninth Circuit for decision.final rules to be effective in January 2018.

In anotherOn October 2, 2017, FERC established a docket and requested comments on the NOPR. FESC and certain of its affiliates submitted comments and reply comments. On January 8, 2018, FERC issued an order terminating the NOPR proceeding, finding that the NOPR did not satisfy the statutory threshold requirements under the FPA for requiring changes to RTO/ISO tariffs to address resilience concerns. FERC in June 2009, the California Attorney General, on behalfits order instituted a new administrative proceeding to gather additional information regarding resilience issues, and directed that each RTO/ISO respond to a provided list of certain California parties, filed a complaint withquestions. There is no deadline or requirement for FERC against various sellers, including AE Supply, again seeking refunds for transactions in the California energy markets during 2000 and 2001. The above-noted transactions with CDWR are the basis for including AE Supplyto act in this complaint. AE Supply filed a motion to dismiss, which FERC granted. The California Attorney General appealed FERC's dismissal of its complaintnew proceeding. At this time, we are uncertain as to the Ninth Circuit, which has consolidatedpotential impact that final action by FERC, if any, would have on FES and our strategic options, and the casetiming thereof, with other pending appeals relatedrespect to California refund claims, and stayed the proceedings pending further order.

FirstEnergy cannot predict the outcome of either of the above matters or estimate the possible loss or range of loss.competitive business.

PATH Transmission Project

On August 24,In 2012, the PJM Board of Managers canceled the PATH project, a proposed transmission line from West Virginia through Virginia and into Maryland which PJM had previously suspended in February 2011.Maryland. As a result of PJM canceling the project, approximately $62 million and approximately $59 million in costs incurred by PATH-Allegheny and PATH-WV, (an equity method investment for FE), respectively, were reclassified from net property, plant and equipment to a regulatory asset for future recovery. PATH-Allegheny and PATH-WV requested authorization from FERC to recover the costs with a proposed ROE of 10.9% (10.4% base plus 0.5% for RTO membership) from PJM customers over five years. FERC issued an order denying the 0.5% ROE adder for RTO membership and allowing the tariff changes enabling recovery of these costs to become effective on December 1, 2012, subject to hearing and settlement judge proceedingsprocedures. On January 19, 2017, FERC issued an order reducing the PATH formula rate ROE from 10.4% to 8.11% effective January 19, 2017, and hearing ifallowing recovery of certain related costs. On February 21, 2017, PATH filed a request for rehearing with FERC, seeking recovery of disallowed costs and requesting that the parties do not agreeROE be reset to a settlement.10.4%. The Edison Electric Institute submitted an amicus curiae request for reconsideration in support of PATH. On March 24, 2014,20, 2017, PATH also submitted a compliance filing implementing the January 19, 2017 order. Certain affected ratepayers commented on the compliance filing, alleging inaccuracies in and lack of transparency of data and information in the compliance filing, and requested that PATH be directed to recalculate the refund provided in the filing. PATH responded to these comments in a filing that was submitted on May 22, 2017. On July 27, 2017, FERC Chief ALJ terminated settlement judge proceduresStaff issued a letter to PATH requesting additional information on, and appointed an ALJ to preside over the hearing phase of the case. The FERC Chief ALJ later extended the procedural schedule to allow time for the parties to address the applicability of FERC's Opinion No. 531edits to, the compliance filing, as directed by the January 19, 2017 order. PATH proceedings. FERC's Opinion No. 531, as discussed below, revises FERC's methodology for calculating ROE. The hearing is scheduled to commence in March 2015.

MISO Capacity Portability

On June 11, 2012, infiled its response to certain arguments advanced by MISO, on September 27, 2017.FERC issued a Notice of Request for Comments regarding whether existing rulesorders on transfer capability act as barriers to the delivery of capacity between MISO and PJM. FirstEnergy and other parties have submitted filings arguing that MISO's concerns largely are without foundation and suggested that FERC address the remaining concerns in the existing stakeholder process that is described in the PJM/MISO Joint Operating Agreement. FERC has not mandated a solution, and the RTOs and affected parties are working to address the MISO's proposal in stakeholder proceedings. In January 2015, the RTOs and affected parties indicated to FERC that discussions on the various issues are continuing. Changes to the criteria and qualifications for participation in the PJM RPM capacity auctions could have a significant impact on the outcome of those auctions, including a negative impact on the prices at which those auctions would clear.

FTR Underfunding Complaint

In PJM, FTRs are a mechanism to hedge congestion and operate as a financial replacement for physical firm transmission service. FTRs are financially-settled instruments that entitle the holder to a stream of revenues based on the hourly congestion price differences across a specific transmission path in the PJM Day-ahead Energy Market. FE also performs bilateral transactions for the purpose of hedging the price differences between the location of supply resources and retail load obligations. Due to certain language in the PJM Tariff, the funds that are set aside to pay FTRs can be diverted to other uses, resulting in “underfunding” of FTR payments. Since June 2010, FES and AE Supply have lost more than $94 million in revenues that they otherwise would have received as FTR holders to hedge congestion costs. FES and AE Supply expect to continue to experience significant underfunding.

On February 15, 2013, FES and AE Supply filed a renewed complaint with FERC for the purpose of changing the PJM Tariff to eliminate FTR underfunding. On June 5, 2013, FERC issued its order denying the new complaint. RequestsPATH's requests for rehearing and all subsequent filings in the docket, are pending before FERC. The PJM stakeholders continue to discuss FTR underfunding.

A recent and related issue is the effect that certain financial trades have on congestion. On August 29, 2014, FERC instituted an investigation to address the question of whether the current rules regarding “Up-to Congestion” transactions are just and reasonable. FESC, on behalf of FES and the Utilities, filed comments supporting the investigation, arguing that PJM Tariff changes would decrease the incidence of Up-to Congestion transactions, and funding for FTRs likely would increase. FERC convened a technical


173




conference on January 7, 2015 to discuss application of certain FTR-related rules to Up-to Congestion and virtual transactions and whether PJM’s current uplift allocation for Up-to Congestion and virtual transactions is just and reasonable. FERC action following the technical conference is pending.

PJM Market Reform: 2014 PJM RPM Tariff Amendments

In late 2013 and early 2014, PJM submitted a series of amendments to the PJM Tariff to ensure that resources that clear in the RPM auctions are available as physical resources in the delivery year and that the rules implement comparable obligations for different types of resources. PJM's filings can be grouped into four categories: (i) DR; (ii) imports; (iii) modeling of transmission upgrades in calculating geographic clearing prices; and (iv) arbitrage/capacity replacement. In each of the relevant dockets, FirstEnergy and other parties submitted comments largely supporting PJM's proposed amendments. FERC largely approved the PJM Tariff amendments as proposed by PJM regarding DR, imports, and transmission upgrade modeling. Compliance filings pursuant to and requests for rehearing of certain of these orders are pending before FERC. However, FERC rejected the arbitrage/capacity replacement amendments, directing instead that a technical conference be convened to further examine the issues. The technical conference has yet to be scheduled.

PJM Market Reform: PJM Capacity Performance Proposal and 2015/2016 Reliability Filings

On December 12, 2014, PJM submitted two filings to implement its proposed “Capacity Performance” reform of the RPM capacity market. PJM proposes to revise the PJM Tariff to, among other things: (i) adopt a modified version of the FERC-approved ISO New England Inc. capacity performance payment structure; (ii) allow no excuses for nonperformance except under certain defined circumstances; (iii) maintain DR as a supply-side resource; and (iv) impose a Capacity Performance Resource must-offer requirement (units that can perform as a Capacity Performance Resource must offer into the capacity market, except certain defined resources, including DR). PJM also proposes, among other things, to revise the PJM Operating Agreement to provide limits in energy market offers based on specific physical characteristics and to ensure that capacity resources are available when the PJM Region needs them to perform. PJM requested an effective date of April 1, 2015 for these proposed reforms. Numerous parties filed comments on and protests to PJM’s Capacity Performance filings. FESC, on behalf of its affected affiliates, and, as part of a coalition of certain other PJM utilities, filed comments and protests on the proposed reforms. PJM's filings and all related pleadings are pending before FERC.

In addition, on December 24, 2014, PJM submitted two filings seeking to ensure enough capacity is available during the 2015/2016 Delivery Year. First, PJM proposed to revise the PJM Tariff to allow PJM to procure an undetermined amount of additional capacity for the 2015/2016 Delivery Year to address reliability concerns. PJM requested an effective date of February 23, 2015 for this revision. Second, PJM requested a one-time PJM Tariff waiver that would permit PJM to keep approximately 2,000 MW of committed capacity that should be released for the third incremental auction for the 2015/2016 Delivery Year. Without the waiver, PJM would be required under the PJM Tariff to release this capacity. PJM requests an effective date of February 23, 2015 for the waiver. Numerous parties filed comments on and protests to these PJM filings. FESC, on behalf of its affected affiliates, and, as part of a coalition of certain other PJM utilities, filed comments in support of both PJM filings and seeking additional information from PJM about the scope of any capacity shortfall. PJM's filings and all related pleadings are pending before FERC.

PJM Market Reform: PJM RPM Auctions - Calculation of Unit-Specific Offer Caps

The PJM Tariff describes the rules for calculating the “offer cap” for each unit that offers into the RPM auctions. FES disagreed with the PJM Market Monitor's approach for calculating the offer caps and in 2014, FES asked FERC to determine which PJM Tariff interpretation, FES's or the PJM Market Monitor's, was correct. On August 25, 2014, FERC issued a declaratory order agreeing with the FES interpretation of the PJM Tariff language. FERC went on, however, to initiate a new proceeding to examine whether the existing PJM Tariff language is just and reasonable. PJM filed its brief explaining why the existing PJM Tariff language is just and reasonable. Other parties, including FES, submitted responsive briefs. The briefs and related pleadings are pending before FERC.

PJM Market Reform: FERC Order No. 745 - DR

On May 23, 2014, a divided three-judge panel of the U.S. Court of Appeals for the D.C. Circuit issued an opinion vacating FERC Order No. 745, which required that, under certain parameters, DR participating in organized wholesale energy markets be compensated at LMP. The majority concluded that DR is a retail service, and therefore falls under state, and not federal, jurisdiction, and that FERC, therefore, lacks jurisdiction to regulate DR. The majority also found that even if FERC had jurisdiction over DR, Order No. 745 would be arbitrary and capricious because, under its requirements, DR was inappropriately receiving a double payment (LMP plus the savings of foregone energy purchases). On January 15, 2015, FERC and a coalition of DR providers and industrial end-user groups filed separate petitions for U.S. Supreme Court review of the May 23, 2014 decision. Responses to those petitions are due March 19, 2015. The U.S. Court of Appeals for the D.C. Circuit will withhold issuance of the mandate pending the United States Supreme Court's disposition of those petitions.

On May 23, 2014, FESC, on behalf of its affiliates with market-based rate authorization, filed a complaint asking FERC to issue an order requiring the removal of all portions of the PJM Tariff allowing or requiring DR to be included in the PJM capacity market, with a refund effective date of May 23, 2014. FESC also requested that the results of the May 2014 PJM BRA be considered void and


174




legally invalid to the extent that DR cleared that auction because the participation of DR in that auction was unlawful in light of the May 23, 2014 U.S. Court of Appeals for the D.C. Circuit decision discussed above. FESC, on behalf of FES, subsequently filed an amended complaint renewing its request that DR be removed from the May 2014 BRA. Specifically, FESC requested that FERC direct PJM to recalculate the results of the May 2014 BRA by: (i) removing DR from the PJM capacity supply pool; (ii) leaving the offers of actual capacity suppliers unchanged; and then (iii) determining which capacity suppliers clear the auction on the basis of the offers they submitted consistent with the existing PJM Tariff once the unlawful DR resources have been removed. The complaint remains pending before FERC. The timing of FERC action and the outcome of this proceeding cannot be predicted at this time.

On January 14, 2015, PJM filed proposed amendments to the PJM Tariff for the purpose of addressing the uncertainty of DR. The amendments, which will become effective only in certain defined conditions, purport to be in response to the U.S. Court of Appeals for the D.C. Circuit's May 23, 2014 decision regarding FERC's jurisdiction to regulate DR, as discussed above. If implemented, the amendments will move DR from the supply side to the load side for purposes of PJM's RPM capacity markets, and will permit loads to bid load reductions into the RPM auctions occurring after April 1, 2015. On February 13, 2015, FirstEnergy, as part of a coalition, filed a protest against PJM's proposed amendments. FirstEnergy expects further filings before FERC rules on this matter.

PJM Market Reform: PJM 2014 Triennial RPM Review

The PJM Tariff obligates PJM to perform a thorough review of its RPM program every three years. On September 25, 2014, PJM filed proposed changes to the PJM Tariff as part of the latest review cycle. Among other adjustments, the filing included: (i) shifting the VRR curve one percentage point to the right, which would increase the amount of capacity supply that is procured in the RPM auctions and the clearing price; and (ii) a change to the index used for calculating the generation plant construction costs of the Net CONE formula for the future years between triennial reviews. On November 28, 2014, FERC accepted the PJM Tariff amendments as proposed, subject to a minor compliance requirement. PJM subsequently submitted the required compliance filing. On December 23, 2014, a coalition including FESC, on behalf of its affected affiliates, requested rehearing of FERC's order. PJM's compliance filing and the coalition's and others' requests for rehearing, remain pending before FERC.pending.

Market-Based Rate Authority, Triennial Update

The Utilities, AE Supply, FES FG, NG, FirstEnergy Generation Mansfield Unit 1 Corp.,and certain of its subsidiaries, Buchanan Generation LLC, and Green Valley Hydro, LLC each hold authority from FERC to sell electricity at market-based rates. One condition for retaining this authority is that every three years each entity must file an update with the FERC that demonstrates that each entity continues to meet FERC’s requirements for holding market-based rate authority. On December 20, 2013,23, 2016, FESC, on behalf of its affiliates with market-based rate authority, submitted to FERC the most recent triennial market power analysis filing for each market-based rate holder for the current cycle of this filing requirement. On August 13, 2014,July 27, 2017, FERC accepted the triennial filing as submitted.

FERC Opinion No. 531

On June 19, 2014, FERC issued Opinion No. 531, in which FERC revised its approach for calculating the discounted cash flow element of FERC’s ROE methodology, and announced a qualitative adjustment to the ROE methodology results. Under the old methodology, FERC used a five-year forecast for the dividend growth variable, whereas going forward the growth variable will consist of two parts: (a) a five-year forecast for dividend growth (2/3 weight); and (b) a long-term dividend growth based on a forecast for the U.S. economy (1/3 weight). Regarding the qualitative adjustment, FERC formerly pegged ROE at the mid-point of the “zone of reasonableness” that came out of the ROE formula, whereas going forward, FERC may rely on record evidence to make qualitative adjustments to the outcome of the ROE methodology in order to reach a level sufficient to attract future investment. Requests for rehearing of Opinion No. 531 are currently pending before FERC. On October 16, 2014, FERC issued its Opinion No. 531-A, applying the revised ROE methodology to certain ISO New England Inc. transmission owners. FirstEnergy is evaluating the potential impact of Opinion No. 531 on the authorized ROE of our FERC-regulated transmission utilities and the cost-of-service wholesale power generation transactions of MP.
15.16. COMMITMENTS, GUARANTEES AND CONTINGENCIES

NUCLEAR INSURANCE

The Price-Anderson Act limits the public liability which can be assessed with respect to a nuclear power plant to $13.6$13.4 billion (assuming 104102 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $375$450 million; and (ii) $13.2$13.0 billion provided by an industry retrospective rating plan required by the NRC pursuant thereto. Under such retrospective rating plan, in the event of a nuclear incident at any unit in the United States resulting in losses in excess of private insurance, up to $127 million (but not more than $19 million per unit per year in the event of more than one incident) must be contributed for each nuclear unit licensed to operate in the country by the licensees thereof to cover liabilities arising out of the incident. Based on their present nuclear ownership and leasehold interests, FirstEnergy’s and NG's maximum potential assessment under these provisions would be $509 million (NG-$501 million) per incident but not more than $76 million (NG-$75 million) in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, FirstEnergy has also obtainedNG purchases insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. FirstEnergyNG is a memberMember Insured of


175




NEIL, which provides coverage (NEIL I) for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. Under NEIL I, FirstEnergy’s subsidiaries haveNG, as the Member Insured and each entity with an insurable interest, purchases policies, renewable annually,yearly, corresponding to their respective nuclear interests, which provide an aggregate indemnity of up to approximately $1.96$1.4 billion (NG-$1.93 billion) for replacement power costs incurred during an outage after an initial 20-week12-week waiting period. Members of NEIL I pay annual premiums and are subject to assessments if losses exceed the accumulated funds available to the insurer. FirstEnergy’s present maximum aggregate assessment for incidents at any covered nuclear facility occurring during a policy year would be approximately $14 million (NG-$13 million).

FirstEnergy

189





NG, as the Member Insured and each entity with an insurable interest, is insured as to its respective nuclear interests under property damage insurance provided by NEIL to the operating company for each plant.NEIL. Under these arrangements, up to $2.75 billion of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. FirstEnergy paysMember Insureds of NEIL pay annual premiums for this coverage and are subject to retrospective premium assessments if losses exceed the accumulated funds available to the insurer. NG purchases insurance through NEIL that will pay its obligation in the event a retrospective premium call is liable for retrospective assessmentsmade by NEIL, subject to the terms of up to approximately $74 million (NG-$72 million).the policy.

FirstEnergy intends to maintain insurance against nuclear risks as described above as long as it is available. To the extent that replacement power, property damage, decontamination, decommissioning, repair and replacement costs and other such costs arising from a nuclear incident at any of FirstEnergy’sNG's plants exceed the policy limits of the insurance in effect with respect to that plant, to the extent a nuclear incident is determined not to be covered by FirstEnergy’s insurance policies, or to the extent such insurance becomes unavailable in the future, FirstEnergy would remain at risk for such costs.

The NRC requires nuclear power plant licensees to obtain minimum property insurance coverage of $1.06 billion or the amount generally available from private sources, whichever is less. The proceeds of this insurance are required to be used first to ensure that the licensed reactor is in a safe and stable condition and can be maintained in that condition so as to prevent any significant risk to the public health and safety. Within 30 days of stabilization, the licensee is required to prepare and submit to the NRC a cleanup plan for approval. The plan is required to identify all cleanup operations necessary to decontaminate the reactor sufficiently to permit the resumption of operations or to commence decommissioning. Any property insurance proceeds not already expended to place the reactor in a safe and stable condition must be used first to complete those decontamination operations that are ordered by the NRC. FirstEnergy is unable to predict what effect these requirements may have on the availability of insurance proceeds.

GUARANTEES AND OTHER ASSURANCES

FirstEnergy has various financial and performance guarantees and indemnifications which are issued in the normal course of business. These contracts include performance guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. FirstEnergy enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party.

As of December 31, 2014,2017, outstanding guarantees and other assurances aggregated approximately $4.0$3.8 billion, consisting of parental guarantees ($712 million)1.2 billion), subsidiaries' guarantees ($2,3381.8 billion), other guarantees ($275 million) and other guaranteesassurances ($649459 million).
 
Of thisthe aggregate amount, substantially all relates to guarantees of wholly-owned consolidated entities.entities of FirstEnergy. FES' debt obligations are generally guaranteed by its subsidiaries, FG and NG, and FES guarantees the debt obligations of each of FG and NG. Accordingly, present and future holders of indebtedness of FES, FG and NG would have claims against each of FES, FG and NG, regardless of whether their primary obligor is FES, FG or NG.

COLLATERAL AND CONTINGENT-RELATED FEATURES

In the normal course of business, FE and its subsidiaries routinely enter into physical or financially settled contracts for the sale and purchase of electric capacity, energy, fuel and emission allowances. Certain bilateral agreements and derivative instruments contain provisions that require FE or its subsidiaries to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon FE's or its subsidiaries' credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. The incremental collateral requirement allows for the offsetting of assets and liabilities with the same counterparty, where the contractual right of offset exists under applicable master netting agreements.

Bilateral agreements and derivative instruments entered into by FE and its subsidiaries have margining provisions that require posting of collateral. Based on FES'CES' power portfolio exposure as of December 31, 2014,2017, FES has posted collateral of $175$123 million and AE Supply has posted no collateral.collateral of $4 million. The Regulated Distribution segmentSegment has posted collateral of $1$4 million.

These credit-risk-related contingent features, or the margining provisions within bilateral agreements, stipulate that if the subsidiary were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. Depending on the volume of forward contracts and future price movements, higher amounts for margining, which is the ability to secure additional collateral when needed, could be required.

Subsequent to the occurrence of a senior unsecured credit rating downgrade to below S&P's BBB- and Moody's Baa3, or a “material adverse event,” the immediate posting of collateral or accelerated payments may be required of FE or its subsidiaries. The following table discloses the potential additional credit rating contingent contractual collateral obligations that may be required under certain events as of December 31, 2014:2017:


176190





Collateral Provisions FES AE Supply Utilities Total
  (In millions)
Split Rating (One rating agency's rating below investment grade) $603
 $6
 $48
 $657
BB+/Ba1 Credit Ratings $643
 $6
 $48
 $697
Full impact of credit contingent contractual obligations $886
 $72
 $86
 $1,044
Potential Collateral Obligations FES AE Supply Regulated FE Corp Total
  (In millions)
Contractual Obligations for Additional Collateral          
At Current Credit Rating $4
 $1
 $
 $
 $5
Upon Further Downgrade 
 
 41
 
 41
Surety Bonds (Collateralized Amount)(1)
 16
 1
 107
 237
 361
Total Exposure from Contractual Obligations $20
 $2
 $148
 $237
 $407

(1) Surety Bonds are not tied to a credit rating. Surety Bonds' impact assumes maximum contractual obligations (typical obligations require 30 days to cure). 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 and the Hatfield's Ferry disposal site, respectively.

Excluded from the preceding charttable are the potential collateral obligations due to affiliate transactions between the Regulated Distribution segment and CES segment. As of December 31, 2014, neither2017, FES nor AE Supply had anyhas $2 million of collateral posted with theirits affiliates. In the event of a senior unsecured credit rating downgrade to below S&P's BB- or Moody's Ba3, FES would be required to post $24 million with affiliated parties.

OTHER COMMITMENTS AND CONTINGENCIES

FirstEnergyFE is a guarantor under a syndicated three-year senior secured term loan facility due October 18, 2015,March 3, 2020, under which Global Holding borrowed $350Holding's outstanding principal balance is $275 million. Proceeds from the loan were used to repay Signal Peak's and Global Rail's maturing $350 million syndicated two-year senior secured term loan facility. In addition to FirstEnergy,FE, Signal Peak, Global Rail, Global Mining Group, LLC and Global Coal Sales Group, LLC, each being a direct or indirect subsidiary of Global Holding, have also providedcontinue to provide their joint and several guaranties of the obligations of Global Holding under the new facility.

In connection with the current facility, 69.99% of Global Holding's direct and indirect membership interests in Signal Peak, Global Rail and their affiliates along with FEV's and WMB Marketing Ventures, LLC's respective 33-1/3% membership interests in Global Holding, are pledged to the lenders under the current facility as collateral.

FirstEnergy, FEV and the other two co-owners of Global Holding, Pinesdale LLC, a Gunvor Group, Ltd. subsidiary, and WMB Marketing Ventures, LLC, have agreed to use their best efforts to refinance the new facility no later than July 20, 2015, which reflects the terms of an amendment dated August 14, 2013, on a non-recourse basis so that FirstEnergy's guaranty can be terminated and/or released. If that refinancing does not occur, FirstEnergy may require each co-owner to lend to Global Holding, on a pro rata basis, funds sufficient to prepay the new facility in full. In lieu of providing such funding, the co-owners, at FirstEnergy's option, may provide their several guaranties of Global Holding's obligations under the facility. FirstEnergy receives a fee for providing its guaranty, payable semiannually, which accrued at a rate of 4% through December 31, 2012, and accrues at a rate of 5% from January 1, 2013 through October 18, 2015, which amends the rate in the prior agreement, in each case based upon the average daily outstanding aggregate commitments under the facility for such semiannual period.

ENVIRONMENTAL MATTERS

Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality and other environmental matters. Pursuant to a March 28, 2017 executive order, the EPA and other federal agencies are to review existing regulations that potentially burden the development or use of domestically produced energy resources and appropriately suspend, revise or rescind those that unduly burden the development of domestic energy resources beyond the degree necessary to protect the public interest or otherwise comply with the law. FirstEnergy cannot predict the timing or ultimate outcome of any of these reviews or how any future actions taken as a result thereof, in particular with respect to existing environmental regulations, may impact its business, results of operations, cash flows and financial condition.

Compliance with environmental regulations could have a material adverse effect on FirstEnergy's earnings and competitive position to the extent that FirstEnergy competes with companies that are not subject to such regulations and, therefore, do not bear the risk of costs associated with compliance, or failure to comply, with such regulations.

Clean Air Act

FirstEnergy complies with SO2 and NOx emission reduction requirements under the CAA and SIP(s) by burning lower-sulfur fuel, utilizing combustion controls and post-combustion controls, generating more electricity from lower or non-emitting plants and/or using emission allowances. CAIR

CSAPR requires reductions of NOx and SO2 emissions in two phases (2009/2010(2015 and 2015), ultimately capping SO2 emissions in affected states to 2.5 million tons annually and NOx emissions to 1.3 million tons annually. In 2008, the U.S. Court of Appeals for the D.C. Circuit decided that CAIR violated the CAA but allowed CAIR to remain in effect to “temporarily preserve its environmental values” until the EPA replaced CAIR with a new rule consistent with the Court's decision. In July 2011, the EPA finalized CSAPR, to replace CAIR, requiring reductions of NOx and SO2 emissions in two phases (2012 and 2014)2017), ultimately capping SO2 emissions in affected states to 2.4 million tons annually and NOx emissions to 1.2 million tons annually. CSAPR allows trading of NOx and SO2 emission allowances between power plants located in the same state and interstate trading of NOx and SO2 emission allowances with some restrictions. On December 30, 2011, CSAPR was stayed by the U.S. Court of Appeals for theThe D.C. Circuit and was ultimately vacated by the Court on August 21, 2012. The Court subsequently ordered the EPA on July 28, 2015, to continue administration of CAIR until it finalized a valid replacement for CAIR. On April 29, 2014,reconsider the U.S. Supreme Court reversed the U.S. Court of Appeals for the D.C. Circuit decision vacating CSAPR and generally upheld the EPA's authority under the CAA to establish the regulatory structure underpinning CSAPR. On October 23, 2014, the U.S. Court of Appeals for the D.C. Circuit lifted its stay of CSAPR allowing its Phase 1 reductions ofcaps on NOx and SO2 emissions from power plants in 13 states, including Ohio, Pennsylvania and West Virginia. This follows the 2014 U.S. Supreme Court ruling generally upholding the EPA’s regulatory approach under CSAPR, but questioning whether the EPA required upwind states to beginreduce emissions by more than their contribution to air pollution in 2015,downwind states. The EPA issued a three year delayCSAPR update rule on September 7, 2016, reducing summertime NOx emissions from EPA's original rule.power plants in 22 states in the eastern U.S., including Ohio, Pennsylvania and West Virginia, beginning in 2017. Various states and other stakeholders appealed the CSAPR Phase 2 will also be delayed by three yearsupdate rule to 2017.the D.C. Circuit in November and December 2016. On September 6, 2017, the D.C. Circuit rejected the industry's bid for a lengthy pause in the litigation and set a briefing schedule. Depending on the outcome of further proceedings in this matterthe appeals, the EPA’s reconsideration of the CSAPR update rule and how the EPA and the states ultimately implement the final rules,CSAPR, the future cost of compliance may be substantialmaterial and changes to FirstEnergy's and FES' operations may result.

The EPA tightened the primary and secondary NAAQS for ozone from the 2008 standard levels of 75 PPB to 70 PPB on October 1, 2015. The EPA stated the vast majority of U.S. counties will meet the new 70 PPB standard by 2025 due to other federal and state rules and programs but the EPA will designate those counties that fail to attain the new 2015 ozone NAAQS by October 1, 2017.


177191




The EPA missed the October 1, 2017, deadline and has not yet promulgated the attainment designations. States will then have roughly threeyears to develop implementation plans to attain the new 2015 ozone NAAQS. On December 5, 2017, fourteen states and the District of Columbia filed complaints in the U.S. District Court of Northern California seeking an order that the EPA promulgate the attainment designations for the new 2015 ozone NAAQS. Depending on how the EPA and the states implement the new 2015 ozone NAAQS, the future cost of compliance may be material and changes to FirstEnergy’s and FES’ operations may result. In August 2016, the State of Delaware filed a CAA Section 126 petition with the EPA alleging that the Harrison generating facility's NOx emissions significantly contribute to Delaware's inability to attain the ozone NAAQS. The petition seeks a short-term NOx emission rate limit of 0.125 lb/mmBTU over an averaging period of no more than 24 hours. On September 27, 2016, the EPA extended the time frame for acting on the State of Delaware's CAA Section 126 petition by six months to April 7, 2017, but has not taken any further action. On January 2, 2018, the State of Delaware provided the EPA a notice required at least 60 days prior to filing a suit seeking to compel the EPA to either approve or deny the August 2016 CAA Section 126 petition. In November 2016, the State of Maryland filed a CAA Section 126 petition with the EPA alleging that NOx emissions from 36 EGUs, including Harrison Units 1, 2 and 3, Mansfield Unit 1 and Pleasants Units 1 and 2, significantly contribute to Maryland's inability to attain the ozone NAAQS. The petition seeks NOx emission rate limits for the 36 EGUs by May 1, 2017. On January 3, 2017, the EPA extended the time frame for acting on the CAA Section 126 petition by six months to July 15, 2017, but has not taken any further action. On September 27, 2017, and October 4, 2017, the State of Maryland and various environmental organizations filed complaints in the U.S. District Court for the District of Maryland seeking an order that the EPA either approve or deny the CAA Section 126 petition of November 16, 2016. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.

MATS imposesimposed emission limits for mercury, PM, and HCLHCl for all existing and new coal-fired electric generating unitsfossil fuel fired EGUs effective in April 2015 with averaging of emissions from multiple units located at a single plant. Under the CAA, state permitting authorities can grant an additional compliance year through April 2016, as needed, including instances when necessary to maintain reliability where electric generating units are being closed. On December 28, 2012, the WVDEP granted a conditional extension through April 16, 2016 forThe majority of FirstEnergy's MATS compliance at the Fort Martin, Harrisonprogram and Pleasants stations. On March 20, 2013, the PA DEP granted an extension through April 16, 2016 for MATS compliance at the Hatfield's Ferry and Bruce Mansfield stations. In December 2014, FG requested an extension through April 16, 2016 for MATS compliance at the Bay Shore and Sammis stations and await a decision from OEPA. In addition, an EPA enforcement policy document contemplates up to an additional year to achieve compliance, through April 2017, under certain circumstances for reliability critical units. MATS was challenged in the U.S. Court of Appeals for the D.C. Circuit by various entities, including FirstEnergy's challenge of the PM emission limit imposed on petroleum coke boilers, such as Bay Shore Unit 1. On April 15, 2014, MATS was upheld by the U.S. Court of Appeals for the D.C. Circuit, however, the Court refused to decide FirstEnergy's challenge of the PM emission limit imposed on petroleum coke boilers due to a January 2013 petition for reconsideration still pending but not addressed by EPA. On November 25, 2014, the U.S. Supreme Court agreed to review MATS, specifically, to determine if EPA shouldrelated costs have evaluated the cost of MATS prior to regulating. Depending on the outcome of the U.S. Supreme Court review and how the MATS are ultimately implemented, FirstEnergy's total capital cost for compliance (over the 2012 to 2018 time period) is currently expected to be approximately $370 million (CES segment of $178 million and Regulated Distribution segment of $192 million), of which $133 million has been spent through 2014 ($56 million at CES and $77 million at Regulated Distribution).completed.

On August 3, 2015, FG, a wholly owned subsidiary of FES, submitted to the AAA office in New York, N.Y., a demand for arbitration and statement of claim against BNSF and CSX seeking a declaration that MATS constituted a force majeure event that excuses FG’s performance under its coal transportation contract with these parties. Specifically, the dispute arose from a contract for the transportation by BNSF and CSX of a minimum of 3.5 million tons of coal annually through 2025 to certain coal-fired power plants owned by FG that are located in Ohio. As a result of Septemberand in compliance with MATS, all plants covered by this contract were deactivated by April 16, 2015. Separately, on August 4, 2015, BNSF and CSX submitted to the AAA office in Washington, D.C., a demand for arbitration and statement of claim against FG alleging that FG breached the contract and that FG’s declaration of a force majeure under the contract is not valid and seeking damages under the contract through 2025. On May 31, 2016, the parties agreed to a stipulation that if FG’s force majeure defense is determined to be wholly or partially invalid, liquidated damages are the sole remedy available to BNSF and CSX. The arbitration panel consolidated the claims and held a hearing in November and December 2016. On April 12, 2017, the arbitration panel ruled on liability in favor of BNSF and CSX. In the liability award, the panel found, among other things, that FG’s demand for declaratory judgment that force majeure excused FG’s performance was denied, that FG breached and repudiated the coal transportation contract and that the panel retains jurisdiction of claims for liquidated damages for the years 2015-2025. On May 1, 2012, Albright, Armstrong,2017, FE and FG and CSX and BNSF entered into a definitive settlement agreement, which resolved all claims related to this consolidated proceeding on the terms and conditions set forth below. Pursuant to the settlement agreement, FG will pay CSX and BNSF an aggregate amount equal to $109 million, which is payable in three annual installments, the first of which was made on May 1, 2017. FE agreed to unconditionally and continually guarantee the settlement payments due by FG pursuant to the terms of the settlement agreement. The settlement agreement further provides that in the event of the initiation of bankruptcy proceedings or failure to make timely settlement payments, the unpaid settlement amount will immediately accelerate and become due and payable in full. Further, FE and FG, and CSX and BNSF, agreed to release, waive and discharge each other from any further obligations under the claims covered by the settlement agreement upon payment in full of the settlement amount. Until such time, CSX and BNSF will retain the claims covered by the settlement agreement and in the event of a bankruptcy proceeding with respect to FG, to the extent the remaining settlement payments are not paid in full by FG or FE, CSX and BNSF shall be entitled to seek damages for such claims in an amount to be determined by the arbitration panel or otherwise agreed by the parties.

On December 22, 2016, FG, a wholly owned subsidiary of FES, received a demand for arbitration and statement of claim from BNSF and NS which are the counterparties to the coal transportation contract covering the delivery of 2.5 million tons annually through 2025, for FG’s coal-fired Bay Shore Units 2-4, Eastlake Units 4-5, R. Paul Smith, Rivesvilledeactivated on September 1, 2012, as a result of the EPA’s MATS and Willow Island were deactivated.for FG’s W.H. Sammis generating station. The demand for arbitration was submitted to the AAA office in Washington, D.C., against FG entered into RMR arrangementsalleging, among other things, that FG breached the agreement in 2015 and 2016 and repudiated the agreement for 2017-2025. The counterparties are seeking liquidated damages through 2025, and a declaratory judgment that FG's claim of force majeure is invalid. The arbitration hearing is scheduled for June 2018. The parties have exchanged settlement proposals to resolve all claims related to this proceeding, however, discussions have been terminated and settlement is unlikely. FirstEnergy and FES recorded a pre-tax charge of$116 million in 2017 based on an estimated range of losses regarding the ongoing litigation with PJM for Eastlake Units 1-3, Ashtabula Unit 5respect to this agreement. If the case proceeds to arbitration, the amount of damages owed to BNSF and Lake Shore Unit 18 through the spring of 2015, when they are scheduledNS could be materially higher and may cause FES to be deactivated. In February 2014, PJM notified FG that Eastlake Units 1-3 and Lake Shore Unit 18 will be released from RMR status as of September 15, 2014.seek protection under U.S. bankruptcy laws. FG intends to operate the plants through April 2015, subject to market conditions. As of October 9, 2013, the Hatfield's Ferryvigorously assert its position in this arbitration proceeding, and Mitchell stations were also deactivated.

FirstEnergy and FES have various long-term coal supply and transportation agreements, some of which run through 2025 and certain of which are related to the plants described above. FE and FES have asserted force majeure defenses for delivery shortfalls under certain agreements, and are in discussion with the applicable counterparties. As to coal transportation agreements, FE and FES have agreed to pay liquidated damages for delivery shortfalls for 2014 in the estimated amount of $70 million. If FE and FES fail to reach a resolution with the applicable counterparties for the agreements associated with the deactivated plants or unresolved aspects of the agreements andif it were ultimately determined that contrary to their belief, the force majeure provisions or other defenses do not excuse or otherwise mitigate the delivery shortfalls, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted. If that were

As to occur, FE and FES are unable to estimate the loss or range of loss. Additionally, on July 1, 2014, FES terminated a long-term fuel supply agreement. In connection with this termination, FES recognized a pre-tax charge of $67 million in the second quarter of 2014. In onespecific coal supply agreement, AE Supply, hasthe party thereto, asserted termination rights effective in 2015.2015 as a result of MATS. In response to the notification of the termination, on January 15, 2015, Tunnel Ridge, LLC, the coal supplier, has commenced litigation


192




in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging AE Supply doesdid not have sufficient justification to terminate the agreement. There are 6 million tons remaining underagreement and seeking damages for the difference between the market and contract for delivery. At this time, FirstEnergy cannot estimateprice of the losscoal, or range of loss regarding the on-going litigation with respect to this agreement.

In June 2005, the PA DEP and the Attorneys General of New York, New Jersey, Connecticut and Maryland filed suit against AE,lost profits plus incidental damages. AE Supply MP, PEfiled an answer denying any liability related to the termination. On May 1, 2017, the complaint was amended to add FE, FES and WPFG, although not parties to the underlying contract, as defendants and to seek additional damages based on new claims of fraud, unjust enrichment, promissory estoppel and alter ego. On June 27, 2017, after oral argument, defendants' preliminary objections to the amended complaint were denied. On February 18, 2018, the parties reached an agreement in the U.S. District Court for the Western District of Pennsylvania alleging,principle settling all claims in dispute. The agreement in principle includes, among other things, thatmatters, a $93 million payment by AE performed major modifications in violationSupply, as well as certain coal supply commitments for Pleasants Power Station during its remaining operation by AE Supply. Certain aspects of the NSR provisions offinal settlement agreement will be guaranteed by FE, including the CAA and the Pennsylvania Air Pollution Control Act at the coal-fired Hatfield's Ferry, Armstrong and Mitchell Plants in Pennsylvania. On February 6, 2014, the Court entered judgment for AE, AE Supply, MP, PE and WP finding they had not violated the CAA or the Pennsylvania Air Pollution Control Act. New York, Connecticut, and Maryland withdrew their appeal to the U.S. Court of Appeals for the Third Circuit on December 15, 2014, concluding this litigation. This decision does not change the status of these plants which remain deactivated.$93 million payment.

In September 2007, AE received an NOV from the EPA alleging NSR and PSD violations under the CAA, as well as Pennsylvania and West Virginia state laws at the coal-fired Hatfield's Ferry and Armstrong plants in Pennsylvania and the coal-fired Fort Martin and Willow Island plants in West Virginia. The EPA's NOV alleges equipment replacements during maintenance outages triggered the pre-construction permitting requirements under the NSR and PSD programs. On June 29, 2012, January 31, 2013, and March 27, 2013 and October 18, 2016, the EPA issued CAA section 114 requests for the Harrison coal-fired plant seeking information and documentation relevant to its operation and maintenance, including capital projects undertaken since 2007. On December 12, 2014, the EPA issued a CAA section 114 request for the Fort Martin coal-fired plant seeking information and documentation relevant to its operation and maintenance, including capital projects undertaken since 2009. FirstEnergy intends to comply with the CAA but, at this time, is unable to predict the outcome of this matter or estimate the possible loss or range of loss.

In July 2008, three complaints representing multiple plaintiffs were filed against FG in the U.S. District Court for the Western District of Pennsylvania seeking damages based on air emissions from the coal-fired Bruce Mansfield Plant. Two of these complaints also seek to enjoin the Bruce Mansfield Plant from operating except in a “safe, responsible, prudent and proper manner.” One complaint was filed on behalf of twenty-one individuals and the other is a class action complaint seeking certification as a class with the eight named plaintiffs as the class representatives. FG believes the claims are without merit and intends to vigorously defend itself against the allegations made in these complaints, but, at this time, is unable to predict the outcome of this matter or estimate the possible loss or range of loss.



178




Climate Change

FirstEnergy has established a goal to reduce CO2 emissions by 90% below 2005 levels by 2045. There are a number of initiatives to reduce GHG emissions at the state, federal and international level. Certain northeastern states are participating in the RGGI and western states led by California, have implemented programs, primarily cap and trade mechanisms, to control emissions of certain GHGs. Additional policies reducing GHG emissions, such as demand reduction programs, renewable portfolio standards and renewable subsidies have been implemented across the nation. A June 2013, Presidential Climate Action Plan outlined goals to: (1) cut carbon pollution in America by 17% by 2020 (from 2005 levels); (2) prepare the United States for the impacts of climate change; and (3) lead international efforts to combat global climate change and prepare for its impacts. GHG emissions have already been reduced by 10% between 2005 and 2012 according to an April, 2014 EPA Report. In a joint announcement on November 12, 2014, President Obama stated a U.S. target of reducing GHG emissions by 26 to 28% by 2025 from 2005 emission levels and China's President stated its GHG emissions will "peak", around 2030 with approximately 20% of its energy generated by non-fossil fuels by that same year. Due to plant deactivations and increased efficiencies, FirstEnergy anticipates its CO2 emissions will be reduced 25% below 2005 levels by 2015, exceeding the President’s Climate Action Plan goals both in terms of timing and reduction levels.

The EPA released its final “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air Act”Act,” in December 2009, concluding that concentrations of several key GHGs constitutes an "endangerment" and may be regulated as "air pollutants" under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. EPA proposed a new source performance standard in September 2013, which would not apply to any existing, modified, or reconstructed fossil fuel generating units, of 1,000 lbs. CO2/MWH for large natural gas fired units (> 850 mmBTU/hr), and 1,100 lbs. CO2/MWH for other natural gas fired units (≤ 850 mmBTU/hr), and 1,100 lbs. CO2/MWH for fossil fuel fired units which would require partial carbon capture and storage. EPA proposed regulations in June 2014, to reduce CO2 emissions from existing fossil fuel electric generating units that would require each state to develop state implementation plans by June 30, 2016, to meet EPA's state specific CO2 emission rate goals. EPA's proposal allows states to request a 1-year extension for single-SIPs (June 30, 2017) or a 2-year extension for multi-state SIPs (June 30, 2018). EPA also proposed separate regulations imposing additional CO2 emission limits on modified and reconstructed fossil fuel electric generating units. On January 7, 2015, EPA announced it would complete all of these so-called "Carbon Pollution Standards" by "midsummer" 2015. On June 23, 2014, the U.S. Supreme Court decided that CO2 or other GHG emissions alone cannot trigger permitting requirements under the CAA, but that air emission sources that need PSD permits due to other regulated air pollutants can be required by the EPA to install GHG control technologies. On November 13, 2014,The EPA released its final CPP regulations in August 2015 (which have been stayed by the U.S. Court of Appeals for the D.C. Circuit scheduled expedited briefingSupreme Court), to consider challenges to prevent EPA from regulatingreduce CO2 emissions from existing fossil fuel-fired EGUs. The EPA also finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel electric generating units.fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On January 21, 2016, a panel of the D.C. Circuit denied the motions for stay and set an expedited schedule for briefing and argument. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges to the D.C. Circuit and U.S. Supreme Court. On March 28, 2017, an executive order, entitled “Promoting Energy Independence and Economic Growth,” instructed the EPA to review the CPP and related rules addressing GHG emissions and suspend, revise or rescind the rules if appropriate. On October 16, 2017, the EPA issued a proposed rule to repeal the CPP. Depending on the outcomeoutcomes of the review pursuant to the executive order, of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be substantial.material.

At the international level, the United Nations Framework Convention on Climate Change resulted in the Kyoto Protocol requiring participating countries, which does not include the U.S., to reduce GHGs commencing in 2008 and has been extended through 2020. The Obama Administration submitted in March 2015, a formal pledge for the U.S. to reduce its economy-wide GHG emissions by 26 to 28 percent below 2005 levels by 2025 and in September 2016, joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris. The Paris Agreement was ratified by the requisite number of countries (i.e., at least 55 countries representing at least 55% of global GHG emissions) in October 2016 and its non-binding obligations to limit global warming to well below two degrees Celsius became effective on November 4, 2016. On June 1, 2017, the Trump Administration announced that the U.S. would cease all participation in the Paris Agreement. FirstEnergy cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting CO2 emissions, or litigation alleging damages from GHG emissions, could require significantmaterial capital and other expenditures or result in changes to its operations. The CO2 emissions per KWH of electricity generated by FirstEnergy is lower than many of its regional competitors due to its diversified generation sources, which include low or non-CO2 emitting gas-fired and nuclear generators.

Clean Water Act

Various water quality regulations, the majority of which are the result of the federal CWA and its amendments, apply to FirstEnergy's plants. In addition, the states in which FirstEnergy operates have water quality standards applicable to FirstEnergy's operations.

The EPA finalized CWA Section 316(b) regulations in May 2014, requiring cooling water intake structures with an intake velocity greater than 0.5 feet per second to reduce fish impingement when aquatic organisms are pinned against screens or other parts of


193




a cooling water intake system to a 12% annual average and requiring cooling water intake structures exceeding 125 million gallons per day to conduct studies to determine site-specific controls, if any, to reduce entrainment, which occurs when aquatic life is drawn into a facility's cooling water system. FirstEnergy is studying various control options and their costs and effectiveness, including pilot testing of reverse louvers in a portion of the Bay Shore power plant's cooling water intake channel to divert fish away from the plant's cooling water intake system. Depending on the results of such studies and any final action taken by the states based on those studies,with respect to impingement and entrainment, the future capital costs of compliance with these standards may require material capital expenditures.be material.

TheOn September 30, 2015, the EPA proposed updates to the waste waterfinalized new, more stringent effluent limitations guidelines and standardslimits for the Steam Electric Power Generating category (40 CFR Part 423) in April 2013. The EPA proposed eight treatment options for waste water dischargesarsenic, mercury, selenium and nitrogen for wastewater from electric power plants, of which four are "preferred" by the agency. The preferred options range from more stringent chemicalwet scrubber systems and biological treatment requirements to zero discharge requirements.of pollutants in ash transport water. The EPA is required to finalize this rulemaking by September 30, 2015, under a consent decree entered by a U.S. District Court and the treatment obligations are proposed to phase-in as permits are renewed on a 5-yearfive-year cycle from 2018 to 2023. The final rule also allows plants to commit to more stringent effluent limits for wet scrubber systems based on evaporative technology and in return have until the end of 2023 to meet the more stringent limits. On April 13, 2017, to 2022.the EPA granted a Petition for Reconsideration and administratively stayed (effective upon publication in the Federal Register) all deadlines in the effluent limits rule pending a new rulemaking. Also, on September 18, 2017, the EPA postponed certain compliance deadlines for two years. Depending on the contentoutcome of the EPA's final ruleappeals and how any final action taken by the states,rules are ultimately implemented, the future costs of compliance with these standards may require material capital expenditures.be substantial and changes to FirstEnergy's and FES' operations may result.

In October 2009, the WVDEP issued an NPDES water discharge permit for the Fort Martin Plant,plant, which imposes TDS, sulfate concentrations and other effluent limitations for heavy metals, as well as temperature limitations. Concurrent with the issuance of


179




the Fort Martin NPDES permit, WVDEP also issued an administrative order setting deadlines for MP to meet certain of the effluent limits that were effective immediately under the terms of the NPDES permit. MP appealed, and a stay of certain conditions of the NPDES permit and order have been granted pending a final decision on the appeal and subject to WVDEP moving to dissolve the stay. The Fort Martin NPDES permit could require an initial capital investment ranging from $150 million to $300 million in order to install technology to meet the TDS and sulfate limits, which technology may also meet certain of the other effluent limits. Additional technology may be needed to meet certain other limits in the Fort Martin NPDES permit. MP intends to vigorously pursue these issues but cannot predict the outcome of these appealsthe appeal or estimate the possible loss or range of loss.

In December 2010, PA DEP recommended a sulfate impairment designation for an approximately 68 mile stretch of the Monongahela River north of the West Virginia border which EPA approved in May of 2011. PA DEP subsequently recommended that the sulfate impairment designation for the Monongahela River be removed in its bi-annual water report. The EPA approved the removal of the sulfate impairment designation for the Monongahela River on December 19, 2014.

FirstEnergy intends to vigorously defend against the CWA matters described above but, except as indicated above, cannot predict their outcomes or estimate the possible loss or range of loss.

Regulation of Waste Disposal

Federal and state hazardous waste regulations have been promulgated as a result of the RCRA, as amended, and the Toxic Substances Control Act. Certain coal combustion residuals,CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.

In December 2014,April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards regardingfor landfill design, structural integrity design and assessment criteria for surface impoundments, groundwater monitoring and protection procedures and other operational and reporting procedures to assure the safe disposal of CCRs from electric generating plants. Depending on howOn September 13, 2017, the EPA announced that it would reconsider certain provisions of the final rules are ultimately implemented,regulations. Based on an assessment of the finalized regulations, the future costscost of compliance and expected timing had no significant impact on FirstEnergy's or FES' existing AROs associated with such CCR regulations may require material capital expenditures.CCRs. Although not currently expected, changes in timing and closure plan requirements in the future, including changes resulting from the strategic review at CES, could materially and adversely impact FirstEnergy's and FES' AROs.

The PA DEP filedPursuant to a 2012 complaint against FG in the U.S. District Court for the Western District of Pennsylvania with claims under the RCRA and Pennsylvania's Solid Waste Management Act regarding the LBR CCR Impoundment and simultaneously proposed a2013 consent decree, between PA DEP and FG to resolve those claims. On December 14, 2012, a modified consent decree was entered by the court, requiring FG to conduct monitoring studies and submit a closure plan to the PA DEP, no later than March 31, 2013, and discontinue disposal to LBR as currently permitted by December 31, 2016. The modified consent decree also required payment of civil penalties of $800,000 to resolve claims under the Solid Waste Management Act. PA DEP issued a 2014 permit for the Little Blue Run CCR impoundment requiring FEthe Bruce Mansfield plant to cease disposal of CCRs by December 31, 2016, and FG to provide bonding for 45 years of closure and post-closure activities and to complete closure within a 12-year period, but authorizing FEFG to seek a permit modification based on "unexpected site conditions that have or will slow closure progress." The permit does not require active dewatering of the CCRs, but does require a groundwater assessment for arsenic and abatement if certain conditions in the permit are met. The CCRs from the Bruce Mansfield Plantplant are being beneficially reused with the majority used for reclamation of a site owned by the Marshall County Coal Company in Moundsville, W. Va., and the remainder recycled into drywall by National Gypsum. These beneficial reuse options should be sufficient for ongoing plant operations, however, the Bruce Mansfield plant is pursuing several options for its CCRs following December 31, 2016. A 2013 complaint filed by Citizens Coal Counselother options. On May 22, 2015 and other NGOs inSeptember 21, 2015, the U.S. District CourtPA DEP reissued a permit for the Western DistrictHatfield's Ferry CCR disposal facility and then modified that permit to allow disposal of Bruce Mansfield plant CCR. The Sierra Club's Notices of Appeal before the Pennsylvania againstEnvironmental Hearing Board challenging the ownerrenewal, reissuance and operatormodification of a reclamation mine in LaBelle, Pennsylvania that is one possible alternative, alleged the LaBelle site is in violation of RCRA and state laws. On July 14, 2014, Citizens Coal Council served FE, FG and NRG with a citizen suit notice alleging violations of RCRA due to beneficial reuse of "coal ash" at the LaBelle Site.

On October 10, 2013 approximately 61 individuals filed a complaint against FG in the U.S. District Courtpermit for the Northern District of West Virginia seeking damages for alleged property damage, bodily injuryHatfield’s Ferry CCR disposal facility were resolved through a Consent Adjudication between FG, PA DEP and emotional distress related to the LBR CCR Impoundment. The complaints state claims for private nuisance, negligence, negligence per se, reckless conduct and trespass related to alleged groundwater contamination and odors emanating from the Impoundment. FG believes the claims are without merit and intends to vigorously defend itself against the allegations made in the complaints, but, at this time, is unable to predict the outcome of the above matter or estimate the possible loss or range of loss. A similar complaint involving approximately 26 individuals filed in the U.S. District Court for the Western District of Pennsylvania has been resolved and was closed on February 9, 2015, pending the filing of a stipulation for dismissal.Sierra Club requiring operational changes that became effective November 3, 2017.

FirstEnergy and certain ofor its subsidiaries have been named as potentially responsible parties at waste disposal sites, which may require cleanup under the CERCLA. Allegations of disposal of hazardous substances at historical sites and the liability involved are often unsubstantiated and subject to dispute; however, federal law provides that all potentially responsible parties for a particular site may be liable on a joint and several basis. Environmental liabilities that are considered probable have been recognized on the Consolidated Balance SheetSheets as of December 31, 20142017, based on estimates of the total costs of cleanup, FE's and its subsidiaries' proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $125 million have been accrued through December 31, 2014.2017. Included in the total are accrued liabilities of approximately $85$80 million for environmental remediation of former manufactured gas plants and gas holder facilities in New Jersey, which are being recovered


194




by JCP&L through a non-bypassable SBC. FirstEnergy or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the possible lossesloss or range of losses cannot be determined or reasonably estimated at this time.



180




OTHER LEGAL PROCEEDINGS

Nuclear Plant Matters

Under NRC regulations, FirstEnergy must ensure that adequate funds will be available to decommission its nuclear facilities. As of December 31, 2014,2017, FirstEnergy had approximately $2.3$2.7 billion (FES $1.9 billion) invested in external trusts to be used for the decommissioning and environmental remediation of Davis-Besse, Beaver Valley, Perry and TMI-2.its nuclear generating facilities. The values of FirstEnergy's NDTs also fluctuate based on market conditions. If the valuevalues of the trusts decline by a material amount, FirstEnergy's obligation to fund the trusts may increase. Disruptions in the capital markets and their effects on particular businesses and the economy could also affect the values of the NDTs. By a letter dated July 2, 2014, FENOC submitted a $155 million FES parental guaranty relating to a shortfall in nuclear decommissioning funding for Beaver Valley Unit 1 and Perry to the NRC for approval. FE and FES have also entered into a total of $23 million in parental guaranties in support of the decommissioning of the spent fuel storage facilities located at the nuclear facilities. As required by the NRC, FirstEnergy annually recalculates and adjusts the amount of its parental guaranties, as appropriate.

In August 2010, FENOC submitted an application to the NRC for renewal of the Davis-Besse operating license for an additional twenty years, until 2037. An NRC ASLB granted an opportunity for a hearing on the Davis-Besse license renewal application to a group of Intervenors, subject to admissible contentions. On September 29, 2014, the Intervenors filed a petition, accompanied by a request to admit a new contention, to suspend the final licensing decision on Davis-Besse license renewal. These filings argue that the NRC's Continued Storage Rule failed to make necessary safety findings regarding the technical feasibility of spent fuel disposal and the adequacy of future repository capacity required by the Atomic Energy Act. On October 31, 2014, FENOC and the NRC Staff filed their opposition to these requests.

As part of routine inspections of the concrete shield building at Davis-Besse in 2013, FENOC identified changes to the subsurface laminar cracking condition originally discovered in 2011. These inspections revealed that the cracking condition had propagated a small amount in select areas. FENOC's analysis confirms that the building continues to maintain its structural integrity, and its ability to safely perform all of its functions. On September 2, 2014,In a May 28, 2015, Inspection Report regarding the Intervenors inapparent cause evaluation on crack propagation, the Davis-BesseNRC issued a non-cited violation for FENOC’s failure to request and obtain a license renewal proceeding requested thatamendment for its method of evaluating the ASLB introduce issues based on FENOC's plans to manage the subsurface laminar cracking in the Davis-Besse shield building. On January 15, 2015, the ASLB denied this request. The NRC continues to evaluate FENOC's analysissignificance of the shield building cracking. The NRC also concluded that the shield building remained capable of performing its design safety functions despite the identified laminar cracking and that this issue was of very low safety significance.In 2017,FENOC commenced a multi-year effort to implement repairs to the shield building. In addition to these ongoing repairs, FENOC intends to submit a license amendment application to the NRC to reconcile the shield building laminar cracking concern.

On March 12, 2012, the NRC issued orders requiring safety enhancements at U.S. reactors based on recommendations from the lessons learned Task Force reviewFES provides a parental support agreement to NG of the accident at Japan's Fukushima Daiichi nuclear power plant. These orders require additional mitigation strategies for beyond-design-basis external events, and enhanced equipment for monitoring water levels in spent fuel pools.up to $400 million. The NRC also requestedtypically relies on such parental support agreements to provide additional assurance that licenseesU.S. merchant nuclear plants, including FENOC: re-analyze earthquake and flooding risks usingNG's nuclear units, have the latest information available; conduct earthquake and flooding hazard walkdowns at theirnecessary financial resources to maintain safe operations, particularly in the event of extraordinary circumstances. So long as FES remains in the unregulated companies' money pool, the $500 million secured line of credit with FE discussed above provides FES the needed liquidity in order for FES to satisfy its nuclear plants; assess the ability of current communications systems and equipmentsupport obligations to perform under a prolonged loss of onsite and offsite electrical power; and assess plant staffing levels needed to fill emergency positions. These and other NRC requirements adopted as a result of the accident at Fukushima Daiichi are likely to result in additional material costs from plant modifications and upgrades at FENOC's nuclear facilities.NG.

ICG LitigationOther Legal Matters

On December 28, 2006, AE Supply and MP filed a complaint in the Court of Common Pleas of Allegheny County, Pennsylvania against ICG, Anker WV, and Anker Coal for failure to supply coal required by a long term CSA. A non-jury trial was held from January 10, 2011 through February 1, 2011 regarding past and future damages incurred by AE Supply and MP as a result of the shortfall. On May 2, 2011, the court entered a verdict in favor of AE Supply and MP for $104 million ($90 million in future damages and $14 million for past damages/interest) and on August 25, 2011, the verdict became final. On August 26, 2011, ICG filed a Notice of Appeal with the Superior Court. On August 13, 2012, the Superior Court affirmed the $14 million past damages award against ICG but vacated the $90 million future damages award. While the Superior Court found that defendants still owed future damages, it remanded the calculation of those damages back to the trial court. Efforts by AE Supply and MP to have the Superior Court reconsider this decision or challenge it at the Pennsylvania Supreme Court were denied. In the second quarter of 2013 the final past damage award of $15.5 million (including interest) was recognized and the case was sent back to the trial court to recalculate future damages only. A multi-day damages hearing was held and, on February 13, 2015, the trial court awarded AE Supply and MP approximately $11.3 million in future damages and prejudgment interest. AE Supply and MP are evaluating the court’s decision and a possible appeal. In a related proceeding before the same court, ICG appealed a ruling that prohibited their reliance on a price re-opener clause to limit future damages. On January 30, 2015, the ICG appeal was denied and ICG has moved for reconsideration on this ruling.

Other Legal Matters

There are various lawsuits, claims (including claims for asbestos exposure) and proceedings related to FirstEnergy's normal business operations pending against FirstEnergy and its subsidiaries. The loss or range of loss in these matters is not expected to be material to FirstEnergy or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 14, Regulatory15, "Regulatory Matters," of the Combined Notes to Consolidated Financial Statements.



181




FirstEnergy accrues legal liabilities only when it concludes that it is probable that it has an obligation for such costs and can reasonably estimate the amount of such costs. In cases where FirstEnergy determines that it is not probable, but reasonably possible that it has a material obligation, it discloses such obligations and the possible loss or range of loss if such estimate can be made. If it were ultimately determined that FirstEnergy or its subsidiaries have legal liability or are otherwise made subject to liability based on any of the matters referenced above, it could have a material adverse effect on FirstEnergy's or its subsidiaries' financial condition, results of operations and cash flows.
16.17. TRANSACTIONS WITH AFFILIATED COMPANIES
FES’ operating revenues, operating expenses, investment income and interest expenses include transactions with affiliated companies. These affiliated company transactions include affiliated company power sales agreements between FirstEnergy's competitive and regulated companies, support service billings, including corporate and nuclear facility operational and maintenance support, interest on affiliated company notes including the money pools and other transactions.

FirstEnergy's competitive companies at times provide power through affiliated company power sales to meet a portion of the Utilities' POLR and default service requirements.requirements and provide power to certain affiliates' facilities. The primary affiliated company transactions for FES during the three years ended December 31, 20142017 are as follows:


195




FES 2014 2013 2012  2017 2016 2015 
 (In millions) (In millions)
Revenues:              
Electric sales to affiliates $861
 $652
 $515
  $366
 $459
 $666
 
Other 6
 6
 16
  11
 11
 14
 
Expenses: 

 

  
  

 

 

 
Purchased power from affiliates 271
 486
 451
  201
 622
 353
 
Fuel 1
 
 2
  4
 4
 1
 
Support services 619
 619
 570
  775
 748
 705
 
Investment Income: 

 

  
  

 

 

 
Interest income from FE 3
 2
 2
  13
 2
 2
 
Interest Expense: 

 

  
  

 

 

 
Interest expense to affiliates 3
 4
 10
  
 5
 4
 
Interest expense to FE 4
 6
 1
  19
 2
 3
 

FirstEnergy does not bill directly or allocate any of its costs to any subsidiary company. Costs are allocatedcharged to FES and the Utilities from FESC and FENOC. The majority of costs are directly billed or assigned at no more than cost. The remaining costs are for services that are provided on behalf of more than one company, or costs that cannot be precisely identified and are allocated using formulas developed by FESC and FENOC. The current allocation or assignment formulas used and their bases include multiple factor formulas: each company’s proportionate amount of FirstEnergy’s aggregate direct payroll, number of employees, asset balances, revenues, number of customers, other factors and specific departmental charge ratios. Management believes that these allocation methods are reasonable. Intercompany transactions are generally settled under commercial terms within thirty days. FES purchases the entire output of the generation facilities owned by FG and NG, and may purchase the uncommitted output of AE Supply, as well asNG. Prior to June 1, 2017, FES purchased the output relating to leasehold interests of OE and TE in certain of those facilities that arewere subject to sale and leaseback arrangements, and pursuant to full output, cost-of-service PSAs. Prior to April 1, 2016, FES financially purchased the uncommitted output of AE Supply's generation facilities under a PSA. On December 21, 2015, FES agreed under a PSA to physically purchase all the output of AE Supply's generation facilities effective April 1, 2016. FES and AE Supply terminated the PSA effective on April 1, 2017.
Additionally, FES and AE Supply are parties to an affiliated commodity transfer agreement in which AE Supply sells coal to FES in accordance with the terms and conditions set forth under the respective coal purchase agreements that AE Supply has with a third party. During 2017, AE Supply sold 0.4 million tons of coal for $15 million to FES at market prices. During 2016 and 2015, AE Supply sold 1.5 million and 1.2 million tons of coal to FES, respectively, at its cost of $80 million and $63 million, respectively. During 2017 and 2016, FES sold 1.1 million and 0.4 million tons of coal to AE Supply, respectively, for $41 million and $16 million, respectively, at market prices. Also during 2016, FES sold 0.7 million tons of coal to MP for $31 million at market prices. FES had no intercompany sales of coal to AE Supply or MP in 2015.
FES and the Utilities are parties to an intercompany income tax allocation agreement with FirstEnergyFE and its other subsidiaries that provides for the allocation of consolidated tax liabilities. Net tax benefits attributable to FirstEnergyFE are generally reallocated to the subsidiaries of FirstEnergy that have taxable income. That allocation is accounted for as a capital contribution to the company receiving the tax benefit (see Note 5, Taxes)6, "Taxes").


182196




17.18. SUPPLEMENTAL GUARANTOR INFORMATION
In 2007, FG, a 100% owned subsidiary of FES, completed a sale and leaseback transaction for itsa 93.83% undivided interest in Bruce Mansfield Unit 1. FG's parent company, FES has fully and unconditionally and irrevocably guaranteed all of FG's obligations under each of the leases. The related lessor notes and pass through certificates are not guaranteed by FESFG or FG,its parent company, but the notes are secured by, among other things, each lessor trust's undivided interest in Unit 1, rights and interests under the applicable lease and rights and interests under other related agreements, including FES' lease guaranty. This transaction is classified as an operating lease for FES and FirstEnergy and as a financing lease for FG.
The Condensed Consolidating Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended December 31, 2014, 2013,2017, 2016, and 2012,2015, Condensed Consolidating Balance Sheets as of December 31, 20142017 and December 31, 2013,2016, and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2014, 2013,2017, 2016, and 2012,2015, for FES (parentthe parent and guarantor), FGguarantor and NG (non-guarantor)non-guarantor subsidiaries are presented below. These statements are provided as FESFG's parent company fully and unconditionally guarantees outstanding registered securities of FG as well as FG's obligations under the facility lease for the Bruce Mansfield sale and leaseback that underlie outstanding registered pass-through trust certificates. Investments in wholly owned subsidiaries are accounted for by FESthe parent company using the equity method. Results of operations for FG and NG are, therefore, reflected in FES’their parent company's investment accounts and earnings as if operating lease treatment was achieved. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions and the entries required to reflect operating lease treatment associated with the 2007 Bruce Mansfield Unit 1 sale and leaseback transaction.


183197




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

For the Year Ended December 31, 2014 FES FG NG Eliminations Consolidated
For the Year Ended December 31, 2017 FES FG NG Eliminations Consolidated
 (In millions) (In millions)
STATEMENTS OF INCOME (LOSS)                    
                    
REVENUES $5,990
 $1,902
 $2,172
 $(3,920) $6,144
 $3,037
 $1,062
 $1,362
 $(2,363) $3,098
                    
OPERATING EXPENSES:  
  
  
  
  
  
  
  
  
  
Fuel 
 1,055
 198
 
 1,253
 
 390
 209
 
 599
Purchased power from affiliates 3,920
 
 271
 (3,920) 271
 2,488
 
 76
 (2,363) 201
Purchased power from non-affiliates 2,767
 4
 
 
 2,771
 628
 
 
 
 628
Other operating expenses 790
 269
 527
 49
 1,635
 322
 490
 653
 49
 1,514
Pension and OPEB mark-to-market adjustments 19
 90
 188
 
 297
Pension and OPEB mark-to-market adjustment (12) (30) 66
 
 24
Provision for depreciation 10
 119
 193
 (3) 319
 12
 32
 67
 (2) 109
General taxes 72
 31
 25
 
 128
 20
 21
 17
 
 58
Impairment of assets and related charges 
 
 2,031
 
 2,031
Total operating expenses 7,578
 1,568
 1,402
 (3,874) 6,674
 3,458
 903
 3,119
 (2,316) 5,164
                    
OPERATING INCOME (LOSS) (1,588) 334
 770
 (46) (530) (421) 159
 (1,757) (47) (2,066)
                    
OTHER INCOME (EXPENSE):  
  
  
  
  
  
  
  
  
  
Loss on debt redemptions (3) (1) (2) 
 (6)
Investment income 7
 8
 61
 (15) 61
Miscellaneous income, including net income from equity investees 786
 4
 
 (784) 6
Investment income (loss), including net income (loss) from equity investees (1,864) 39
 113
 1,806
 94
Miscellaneous income 1
 1
 5
 
 7
Interest expense — affiliates (12) (6) (4) 15
 (7) (75) (11) (1) 68
 (19)
Interest expense — other (53) (101) (52) 60
 (146) (46) (104) (44) 56
 (138)
Capitalized interest 
 4
 30
 
 34
 
 2
 24
 
 26
Total other income (expense) 725
 (92) 33
 (724) (58) (1,984) (73) 97
 1,930
 (30)
                    
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (BENEFITS) (863) 242
 803
 (770) (588)
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (2,405) 86
 (1,660) 1,883
 (2,096)
                    
INCOME TAXES (BENEFITS) (619) 87
 298
 6
 (228) (14) 360
 (78) 27
 295
          
INCOME (LOSS) FROM CONTINUING OPERATIONS (244) 155
 505
 (776) (360)
          
Discontinued operations (net of income taxes of $70) 
 116
 
 
 116
                    
NET INCOME (LOSS) $(244)
$271
 $505
 $(776) $(244) $(2,391)
$(274) $(1,582) $1,856
 $(2,391)
                    
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)                    
                    
NET INCOME (LOSS) $(244) $271
 $505
 $(776) $(244) $(2,391) $(274) $(1,582) $1,856
 $(2,391)
                    
OTHER COMPREHENSIVE LOSS:          
OTHER COMPREHENSIVE INCOME (LOSS):          
Pension and OPEB prior service costs (6) (5) 
 5
 (6) (14) (13) 
 13
 (14)
Amortized gain on derivative hedges (10) 
 
 
 (10) 2
 
 
 
 2
Change in unrealized gain on available-for-sale securities 21
 
 21
 (21) 21
 30
 
 30
 (30) 30
Other comprehensive income (loss) 5
 (5) 21
 (16) 5
 18
 (13) 30
 (17) 18
Income tax benefits on other comprehensive income (loss) 2
 (2) 8
 (6) 2
Income taxes (benefits) on other comprehensive income (loss) 6
 (5) 10
 (5) 6
Other comprehensive income (loss), net of tax 3
 (3) 13
 (10) 3
 12
 (8) 20
 (12) 12
COMPREHENSIVE INCOME (LOSS) $(241) $268
 $518
 $(786) $(241) $(2,379) $(282) $(1,562) $1,844
 $(2,379)





184198




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
For the Year Ended December 31, 2016 FES FG NG Eliminations Consolidated
  (In millions)
STATEMENTS OF INCOME (LOSS)          
           
REVENUES $4,242
 $1,739
 $2,004
 $(3,587) $4,398
           
OPERATING EXPENSES:  
  
  
  
  
Fuel 
 582
 198
 
 780
Purchased power from affiliates 4,024
 
 187
 (3,587) 624
Purchased power from non-affiliates 1,020
 
 
 
 1,020
Other operating expenses 310
 286
 632
 49
 1,277
Pension and OPEB mark-to-market adjustment (1) (4) 53
 
 48
Provision for depreciation 13
 120
 206
 (3) 336
General taxes 31
 30
 27
 
 88
Impairment of assets and related charges 39
 3,937
 4,729
 (83) 8,622
Total operating expenses 5,436
 4,951
 6,032
 (3,624) 12,795
           
OPERATING LOSS (1,194) (3,212) (4,028) 37
 (8,397)
           
OTHER INCOME (EXPENSE):  
  
  
  
  
Investment income (loss), including net income (loss) from equity investees (4,585) 30
 84
 4,538
 67
Miscellaneous income 4
 3
 
 
 7
Interest expense — affiliates (50) (10) (4) 57
 (7)
Interest expense — other (55) (105) (44) 57
 (147)
Capitalized interest 
 8
 26
 
 34
Total other income (expense) (4,686) (74) 62
 4,652
 (46)
           
LOSS BEFORE INCOME TAX BENEFITS (5,880) (3,286) (3,966) 4,689
 (8,443)
           
INCOME TAX BENEFITS (425) (1,169) (1,429) 35
 (2,988)
           
NET LOSS $(5,455) $(2,117) $(2,537) $4,654
 $(5,455)
           
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)          
           
NET LOSS $(5,455) $(2,117) $(2,537) $4,654
 $(5,455)
           
OTHER COMPREHENSIVE INCOME (LOSS):          
Pension and OPEB prior service costs (14) (14) 
 14
 (14)
Amortized gain on derivative hedges 
 
 
 
 
Change in unrealized gain on available-for-sale securities 52
 
 52
 (52) 52
Other comprehensive income (loss) 38
 (14) 52
 (38) 38
Income taxes (benefits) on other comprehensive income (loss) 15
 (5) 20
 (15) 15
Other comprehensive income (loss), net of tax 23
 (9) 32
 (23) 23
COMPREHENSIVE LOSS $(5,432) $(2,126) $(2,505) $4,631
 $(5,432)



199




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

For the Year Ended December 31, 2013 FES FG NG Eliminations Consolidated
For the Year Ended December 31, 2015 FES FG NG Eliminations Consolidated
 (In millions) (In millions)
STATEMENTS OF INCOME                    
                    
REVENUES $6,068
 $2,399
 $1,634
 $(3,928) $6,173
 $4,824
 $1,801
 $2,138
 $(3,758) $5,005
                    
OPERATING EXPENSES:  
  
  
  
  
  
  
  
  
  
Fuel 
 1,056
 206
 
 1,262
 
 679
 192
 
 871
Purchased power from affiliates 4,148
 
 266
 (3,928) 486
 3,826
 
 285
 (3,758) 353
Purchased power from non-affiliates 2,326
 7
 
 
 2,333
 1,684
 
 
 
 1,684
Other operating expenses 635
 275
 529
 48
 1,487
 378
 273
 608
 49
 1,308
Pension and OPEB mark-to-market adjustments (8) (37) (36) 
 (81)
Pension and OPEB mark-to-market adjustment (8) 10
 55
 
 57
Provision for depreciation 6
 127
 178
 (5) 306
 12
 124
 191
 (3) 324
General taxes 80
 34
 24
 
 138
 45
 26
 27
 
 98
Impairment of assets and related charges 21
 2
 10
 
 33
Total operating expenses 7,187
 1,462
 1,167
 (3,885) 5,931
 5,958
 1,114
 1,368
 (3,712) 4,728
                    
OPERATING INCOME (LOSS) (1,119) 937
 467
 (43) 242
 (1,134) 687
 770
 (46) 277
                    
OTHER INCOME (EXPENSE):  
  
  
  
  
  
  
  
  
  
Loss on debt redemptions (103) 
 
 
 (103)
Investment income 5
 1
 25
 (15) 16
Miscellaneous income, including net income from equity investees 846
 24
 
 (842) 28
Investment income (loss), including net income (loss) from equity investees 844
 17
 (5) (870) (14)
Miscellaneous income 1
 2
 
 
 3
Interest expense — affiliates (13) (5) (6) 14
 (10) (29) (8) (4) 34
 (7)
Interest expense — other (63) (104) (54) 61
 (160) (52) (104) (49) 58
 (147)
Capitalized interest 1
 2
 36
 
 39
 
 6
 29
 
 35
Total other income (expense) 673
 (82) 1
 (782) (190) 764
 (87) (29) (778) (130)
                    
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (446) 855
 468
 (825) 52
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (370) 600
 741
 (824) 147
                    
INCOME TAXES (BENEFITS) (506) 365
 135
 12
 6
 (452) 224
 278
 15
 65
          
INCOME FROM CONTINUING OPERATIONS 60
 490
 333
 (837) 46
          
Discontinued operations (net of income taxes of $8) 
 14
 
 
 14
                    
NET INCOME $60
 $504
 $333
 $(837) $60
 $82
 $376
 $463
 $(839) $82
                    
STATEMENTS OF COMPREHENSIVE INCOME                    
                    
NET INCOME $60
 $504
 $333
 $(837) $60
 $82
 $376
 $463
 $(839) $82
                    
OTHER COMPREHENSIVE LOSS:                    
Pension and OPEB prior service costs (15) (13) 
 13
 (15) (6) (5) 
 5
 (6)
Amortized gain on derivative hedges (6) 
 
 
 (6) (3) 
 
 
 (3)
Change in unrealized gain on available-for-sale securities (8) 
 (8) 8
 (8) (9) 
 (8) 8
 (9)
Other comprehensive loss (29) (13) (8) 21
 (29) (18) (5) (8) 13
 (18)
Income tax benefits on other comprehensive income (11) (5) (3) 8
 (11)
Income tax benefits on other comprehensive loss (7) (2) (3) 5
 (7)
Other comprehensive loss, net of tax (18) (8) (5) 13
 (18) (11) (3) (5) 8
 (11)
COMPREHENSIVE INCOME $42
 $496
 $328
 $(824) $42
 $71
 $373
 $458
 $(831) $71



185200




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

For the Year Ended December 31, 2012 FES FG NG Eliminations Consolidated
  (In millions)
STATEMENTS OF INCOME          
           
REVENUES $5,804
 $2,100
 $1,895
 $(3,905) $5,894
           
OPERATING EXPENSES:  
  
  
  
  
Fuel 
 1,077
 210
 
 1,287
Purchased power from affiliates 4,098
 
 258
 (3,905) 451
Purchased power from non-affiliates 1,881
 6
 
 
 1,887
Other operating expenses 434
 334
 539
 49
 1,356
Pension and OPEB mark-to-market adjustments (2) 52
 116
 
 166
Provision for depreciation 4
 116
 157
 (5) 272
General taxes 79
 36
 21
 
 136
Total operating expenses 6,494
 1,621
 1,301
 (3,861) 5,555
           
OPERATING INCOME (LOSS) (690) 479
 594
 (44) 339
           
OTHER INCOME (EXPENSE):  
  
  
  
  
Investment income 2
 15
 67
 (18) 66
Miscellaneous income, including net income from equity investees 1,284
 20
 
 (1,269) 35
Interest expense — affiliates (18) (7) (4) 19
 (10)
Interest expense — other (93) (110) (50) 62
 (191)
Capitalized interest 
 4
 33
 
 37
Total other income (expense) 1,175
 (78) 46
 (1,206) (63)
           
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 485
 401
 640
 (1,250) 276
           
INCOME TAXES (BENEFITS) 298
 (269) 62
 12
 103
           
INCOME FROM CONTINUING OPERATIONS 187
 670
 578
 (1,262) 173
           
Discontinued operations (net of income taxes of $8) 
 14
 
 
 14
           
NET INCOME $187
 $684
 $578
 $(1,262) $187
           
STATEMENTS OF COMPREHENSIVE INCOME          
           
NET INCOME $187
 $684
 $578
 $(1,262) $187
           
OTHER COMPREHENSIVE INCOME (LOSS):          
Pension and OPEB prior service costs 6
 6
 
 (6) 6
Amortized loss on derivative hedges (9) 
 
 
 (9)
Change in unrealized gain on available-for-sale securities (5) 
 (5) 5
 (5)
Other comprehensive income (loss) (8) 6
 (5) (1) (8)
Income taxes (benefits) on other comprehensive income (loss) (4) 1
 (2) 1
 (4)
Other comprehensive income (loss), net of tax (4) 5
 (3) (2) (4)
COMPREHENSIVE INCOME $183
 $689
 $575
 $(1,264) $183



186




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Unaudited)

As of December 31, 2014 FES FG NG Eliminations Consolidated
As of December 31, 2017 FES FG NG Eliminations Consolidated
 (In millions) (In millions)
ASSETS                    
CURRENT ASSETS:                    
Cash and cash equivalents $
 $2
 $
 $
 $2
 $
 $1
 $
 $
 $1
Receivables-  
  
  
  
  
  
  
  
  
  
Customers 415
 
 
 
 415
 181
 
 
 
 181
Affiliated companies 484
 487
 674
 (1,120) 525
 210
 80
 260
 (326) 224
Other 66
 21
 20
 
 107
 13
 8
 
 
 21
Notes receivable from affiliated companies 339
 838
 272
 (1,449) 
 366
 1,744
 1,512
 (3,622) 
Materials and supplies 67
 202
 223
 
 492
 41
 142
 
 
 183
Derivatives 147
 
 
 
 147
 34
 
 
 
 34
Collateral 229
 
 
 
 229
 105
 25
 
 
 130
Prepayments and other 56
 41
 
 (2) 95
Prepaid taxes and other 10
 12
 
 
 22
 1,803
 1,591
 1,189
 (2,571) 2,012
 960
 2,012
 1,772
 (3,948) 796
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
  
  
  
  
  
  
In service 133
 6,217
 7,628
 (382) 13,596
 122
 2,646
 8
 (281) 2,495
Less — Accumulated provision for depreciation 36
 2,058
 3,305
 (191) 5,208
 65
 1,947
 
 (189) 1,823
 97
 4,159
 4,323
 (191) 8,388
 57
 699
 8
 (92) 672
Construction work in progress 3
 206
 801
 
 1,010
 3
 19
 
 
 22
 100
 4,365
 5,124
 (191) 9,398
 60
 718
 8
 (92) 694
INVESTMENTS:  
  
  
  
  
  
  
  
  
  
Nuclear plant decommissioning trusts 
 
 1,365
 
 1,365
 
 
 1,856
 
 1,856
Investment in affiliated companies 6,607
 
 
 (6,607) 
 1,153
 
 
 (1,153) 
Other 
 10
 
 
 10
 
 9
 
 
 9
 6,607
 10
 1,365
 (6,607) 1,375
 1,153
 9
 1,856
 (1,153) 1,865
                    
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
  
  
  
  
  
  
Accumulated deferred income tax benefits 276
 76
 
 (352) 
 267
 790
 890
 (193) 1,754
Customer intangibles 78
 
 
 
 78
Goodwill 23
 
 
 
 23
Property taxes 
 14
 27
 
 41
 
 9
 16
 
 25
Unamortized sale and leaseback costs 
 
 
 217
 217
Derivatives 52
 
 
 
 52
Other 34
 277
 7
 (204) 114
 45
 310
 
 25
 380
 463
 367
 34
 (339) 525
 312
 1,109
 906
 (168) 2,159
 $8,973
 $6,333
 $7,712
 $(9,708) $13,310
 $2,485
 $3,848
 $4,542
 $(5,361) $5,514
                    
LIABILITIES AND CAPITALIZATION  
  
  
  
  
  
  
  
  
  
CURRENT LIABILITIES:  
  
  
  
  
  
  
  
  
  
Currently payable long-term debt $18
 $164
 $348
 $(24) $506
 $
 $438
 $114
 $(28) $524
Short-term borrowings-  
  
  
  
  
Affiliated companies 1,135
 321
 28
 (1,449) 35
Other 90
 9
 
 
 99
Short-term borrowings - affiliated companies 3,325
 402
 
 (3,622) 105
Accounts payable-  
  
  
  
  
  
  
  
  
  
Affiliated companies 1,068
 197
 219
 (1,068) 416
 320
 60
 194
 (319) 255
Other 46
 202
 
 
 248
 22
 83
 
 
 105
Accrued taxes 2
 62
 161
 (123) 102
 52
 12
 21
 (13) 72
Derivatives 166
 
 
 
 166
 22
 2
 
 
 24
Other 72
 56
 9
 47
 184
 44
 73
 11
 41
 169
 2,597
 1,011
 765
 (2,617) 1,756
 3,785
 1,070
 340
 (3,941) 1,254
CAPITALIZATION:  
  
  
  
  
  
  
  
  
  
Total equity 5,585
 2,561
 4,014
 (6,575) 5,585
Total equity (deficit) (2,070) 547
 528
 (1,075) (2,070)
Long-term debt and other long-term obligations 695
 2,215
 859
 (1,161) 2,608
 691
 1,666
 1,007
 (1,065) 2,299
 6,280
 4,776
 4,873
 (7,736) 8,193
 (1,379) 2,213
 1,535
 (2,140) 229
NONCURRENT LIABILITIES:  
  
  
  
  
  
  
  
  
  
Deferred gain on sale and leaseback transaction 
 
 
 824
 824
 
 
 
 723
 723
Accumulated deferred income taxes 13
 
 678
 (180) 511
Retirement benefits 28
 125
 
 
 153
Asset retirement obligations 
 189
 652
 
 841
 
 187
 1,758
 
 1,945
Retirement benefits 36
 288
 
 
 324
Derivatives 14
 
 
 
 14
Other 33
 69
 744
 1
 847
 51
 253
 909
 (3) 1,210
 96
 546
 2,074
 645
 3,361
 79
 565
 2,667
 720
 4,031
 $8,973
 $6,333
 $7,712
 $(9,708) $13,310
 $2,485
 $3,848
 $4,542
 $(5,361) $5,514


187201




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Unaudited)

As of December 31, 2013 FES FG NG Eliminations Consolidated
As of December 31, 2016 FES FG NG Eliminations Consolidated
 (In millions) (In millions)
ASSETS                    
CURRENT ASSETS:                    
Cash and cash equivalents $
 $2
 $
 $
 $2
 $
 $2
 $
 $
 $2
Receivables-  
  
  
  
  
  
  
  
  
  
Customers 539
 
 
 
 539
 213
 
 
 
 213
Affiliated companies 938
 787
 227
 (916) 1,036
 332
 315
 417
 (612) 452
Other 52
 12
 17
 
 81
 17
 2
 8
 
 27
Notes receivable from affiliated companies 203
 23
 683
 (909) 
 501
 1,585
 1,294
 (3,351) 29
Materials and supplies 76
 159
 213
 
 448
 45
 142
 80
 
 267
Derivatives 165
 
 
 
 165
 137
 
 
 
 137
Collateral 136
 
 
 
 136
 157
 
 
 
 157
Prepayments and other 52
 50
 7
 
 109
Prepaid taxes and other 38
 24
 1
 
 63
 2,161
 1,033
 1,147
 (1,825) 2,516
 1,440
 2,070
 1,800
 (3,963) 1,347
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
  
  
  
  
  
  
In service 104
 6,105
 6,645
 (382) 12,472
 120
 2,524
 4,703
 (290) 7,057
Less — Accumulated provision for depreciation 28
 1,953
 2,962
 (188) 4,755
 52
 1,920
 4,144
 (187) 5,929
 76
 4,152
 3,683
 (194) 7,717
 68
 604
 559
 (103) 1,128
Construction work in progress 23
 148
 1,137
 
 1,308
 2
 67
 358
 
 427
 99
 4,300
 4,820
 (194) 9,025
 70
 671
 917
 (103) 1,555
INVESTMENTS:  
  
  
  
  
  
  
  
  
  
Nuclear plant decommissioning trusts 
 
 1,276
 
 1,276
 
 
 1,552
 
 1,552
Investment in affiliated companies 5,801
 
 
 (5,801) 
 2,923
 
 
 (2,923) 
Other 
 11
 
 
 11
 
 9
 1
 
 10
 5,801
 11
 1,276
 (5,801) 1,287
 2,923
 9
 1,553
 (2,923) 1,562
                    
ASSETS HELD FOR SALE 
 122
 
 
 122
          
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
  
  
  
  
  
  
Accumulated deferred income tax benefits 
 131
 
 (131) 
 395
 1,271
 883
 (270) 2,279
Customer intangibles 95
 
 
 
 95
Goodwill 23
 
 
 
 23
Property taxes 
 15
 26
 
 41
 
 12
 28
 
 40
Unamortized sale and leaseback costs 
 
 
 168
 168
Derivatives 53
 
 
 
 53
 77
 
 
 
 77
Other 81
 228
 18
 (155) 172
 33
 327
 
 21
 381
 252
 374
 44
 (118) 552
 505
 1,610
 911
 (249) 2,777
 $8,313
 $5,840
 $7,287
 $(7,938) $13,502
 $4,938
 $4,360
 $5,181
 $(7,238) $7,241
                    
LIABILITIES AND CAPITALIZATION                    
CURRENT LIABILITIES:  
  
  
  
  
  
  
  
  
  
Currently payable long-term debt $1
 $367
 $547
 $(23) $892
 $
 $200
 $5
 $(26) $179
Short-term borrowings-  
  
  
  
  
Affiliated companies 977
 212
 151
 (909) 431
Other 
 4
 
 
 4
Short-term borrowings - affiliated companies 2,969
 483
 
 (3,351) 101
Accounts payable-  
  
  
  
  
  
  
  
  
  
Affiliated companies 741
 400
 362
 (738) 765
 743
 107
 406
 (706) 550
Other 94
 196
 
 
 290
 17
 93
 
 
 110
Accrued taxes 204
 23
 23
 (184) 66
 50
 48
 61
 (16) 143
Derivatives 110
 
 
 
 110
 71
 6
 
 
 77
Other 70
 63
 18
 46
 197
 56
 54
 10
 36
 156
 2,197
 1,265
 1,101
 (1,808) 2,755
 3,906
 991
 482
 (4,063) 1,316
CAPITALIZATION:  
  
  
  
  
  
  
  
  
  
Total equity 5,312
 2,283
 3,493
 (5,776) 5,312
 218
 828
 2,006
 (2,834) 218
Long-term debt and other long-term obligations 712
 1,860
 742
 (1,184) 2,130
 691
 2,093
 1,120
 (1,091) 2,813
 6,024
 4,143
 4,235
 (6,960) 7,442
 909
 2,921
 3,126
 (3,925) 3,031
NONCURRENT LIABILITIES:  
  
  
  
  
  
  
  
  
  
Deferred gain on sale and leaseback transaction 
 
 
 858
 858
 
 
 
 757
 757
Accumulated deferred income taxes 32
 
 736
 (27) 741
Retirement benefits 25
 172
 
 
 197
Asset retirement obligations 
 187
 828
 
 1,015
 
 188
 713
 
 901
Retirement benefits 22
 163
 
 
 185
Derivatives 14
 
 
 
 14
Other 24
 82
 387
 (1) 492
 98
 88
 860
 (7) 1,039
 92
 432
 1,951
 830
 3,305
 123
 448
 1,573
 750
 2,894
 $8,313
 $5,840
 $7,287
 $(7,938) $13,502
 $4,938
 $4,360
 $5,181
 $(7,238) $7,241



188202




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Unaudited)


For the Year Ended December 31, 2014 FES FG NG Eliminations Consolidated
For the Year Ended December 31, 2017 FES FG NG Eliminations Consolidated
 (In millions) (In millions)
                    
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES $(600) $408
 $785
 $(22) $571
 $(485) $516
 $722
 $(26) $727

CASH FLOWS FROM FINANCING ACTIVITIES:
  
  
  
  
  
  
  
  
  
  
New Financing-  
  
  
  
  
  
  
  
  
  
Long-term debt 
 431
 447
 
 878
Short-term borrowings, net 247
 114
 
 (361) 
 356
 (81) 
 (271) 4
Equity contribution from parent 500
 
 
 
 500
Redemptions and Repayments-  
  
  
  
 

  
  
  
  
 

Long-term debt (1) (269) (568) 22
 (816) 
 (184) (5) 26
 (163)
Short-term borrowings, net 
 
 (123) (178) (301)
Other (1) (12) (2) 
 (15) (1) (6) 
 
 (7)
Net cash provided from (used for) financing activities 745
 264
 (246) (517) 246
 355
 (271) (5) (245) (166)

CASH FLOWS FROM INVESTING ACTIVITIES:
  
  
  
  
  
  
  
  
  
  
Property additions (8) (169) (662) 
 (839) (2) (88) (185) 
 (275)
Nuclear fuel 
 
 (233) 
 (233) 
 
 (254) 
 (254)
Proceeds from asset sales 
 307
 
 
 307
Sales of investment securities held in trusts 
 
 1,163
 
 1,163
 
 
 940
 
 940
Purchases of investment securities held in trusts 
 
 (1,219) 
 (1,219) 
 
 (999) 
 (999)
Cash Investments (3) 
 
 
 (3)
Loans to affiliated companies, net (136) (815) 412
 539
 
 135
 (158) (219) 271
 29
Other (1) 5
 
 
 4
Net cash used for investing activities (145) (672) (539) 539
 (817)
Net cash provided from (used for) investing activities 130
 (246) (717) 271
 (562)

Net change in cash and cash equivalents
 
 
 
 
 
 
 (1) 
 
 (1)
Cash and cash equivalents at beginning of period 
 2
 
 
 2
 
 2
 
 
 2
Cash and cash equivalents at end of period $
 $2
 $
 $
 $2
 $
 $1
 $
 $
 $1


189203




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Unaudited)

For the Year Ended December 31, 2013 FES FG NG Eliminations Consolidated
For the Year Ended December 31, 2016 FES FG NG Eliminations Consolidated
 (In millions) (In millions)
                    
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES $(1,429) $753
 $776
 $(22) $78
 $(842) $550
 $1,103
 $(25) $786

CASH FLOWS FROM FINANCING ACTIVITIES:
  
  
  
  
  
  
  
  
  
  
New Financing-  
  
  
  
  
  
  
  
  
  
Long-term debt 
 186
 285
 
 471
Short-term borrowings, net 864
 371
 150
 (954) 431
 948
 94
 
 (941) 101
Equity contribution from parent 1,500
 
 
 
 1,500
Redemptions and Repayments-  
  
  
  
 

  
  
  
  
 

Long-term debt (770) (364) (90) 22
 (1,202) 
 (224) (308) 25
 (507)
Short-term borrowings, net (244) (505) 
 749
 
Tender premiums (67) 
 
 
 (67)
Other (4) (5) 
 
 (9) 
 (7) (2) 
 (9)
Net cash provided from (used for) financing activities 1,279
 (503) 60
 (183) 653
 948
 49
 (25) (916) 56
          
          
CASH FLOWS FROM INVESTING ACTIVITIES:  
  
  
  
 

  
  
  
  
 

Property additions (12) (256) (449) 
 (717) (30) (224) (292) 
 (546)
Nuclear fuel 
 
 (250) 
 (250) 
 
 (232) 
 (232)
Proceeds from asset sales 
 21
 
 
 21
 9
 
 
 
 9
Sales of investment securities held in trusts 
 
 940
 
 940
 
 
 717
 
 717
Purchases of investment securities held in trusts 
 
 (1,000) 
 (1,000) 
 
 (783) 
 (783)
Cash investments 10
 
 
 
 10
Loans to affiliated companies, net 163
 (15) (77) 205
 276
 (95) (376) (488) 941
 (18)
Other (1) (1) 
 
 (2) 
 1
 
 
 1
Net cash provided from (used for) investing activities 150
 (251) (836) 205
 (732)
Net cash used for investing activities (106) (599) (1,078) 941
 (842)

Net change in cash and cash equivalents
 
 (1) 
 
 (1) 
 
 
 
 
Cash and cash equivalents at beginning of period 
 3
 
 
 3
 
 2
 
 
 2
Cash and cash equivalents at end of period $
 $2
 $
 $
 $2
 $
 $2
 $
 $
 $2



190204




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Unaudited)
For the Year Ended December 31, 2015 FES FG NG Eliminations Consolidated
  (In millions)
           
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES $(637) $552
 $1,261
 $(24) $1,152

CASH FLOWS FROM FINANCING ACTIVITIES:
  
  
  
  
  
New Financing-  
  
  
  
  
Long-term debt 
 45
 296
 
 341
Short-term borrowings, net 796
 67
 
 (863) 
Redemptions and Repayments-  
  
  
  
  
Long-term debt (17) (70) (348) 24
 (411)
Short-term borrowings, net 
 
 (28) (98) (126)
Common stock dividend payment (70) 
 
 
 (70)
Other 
 (6) (1) 
 (7)
Net cash provided from (used for) financing activities 709
 36
 (81) (937) (273)

CASH FLOWS FROM INVESTING ACTIVITIES:
  
  
  
  
  
Property additions (5) (223) (399) 
 (627)
Nuclear fuel 
 
 (190) 
 (190)
Proceeds from asset sales 10
 3
 
 
 13
Sales of investment securities held in trusts 
 
 733
 
 733
Purchases of investment securities held in trusts 
 
 (791) 
 (791)
Cash investments (10) 
 
 
 (10)
Loans to affiliated companies, net (67) (372) (533) 961
 (11)
Other 
 4
 
 
 4
Net cash used for investing activities (72) (588) (1,180) 961
 (879)
Net change in cash and cash equivalents 
 
 
 
 
Cash and cash equivalents at beginning of period 
 2
 
 
 2
Cash and cash equivalents at end of period $
 $2
 $
 $
 $2


For the Year Ended December 31, 2012 FES FG NG Eliminations Consolidated
  (In millions)
           
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES $(1,063) $639
 $1,266
 $(21) $821

CASH FLOWS FROM FINANCING ACTIVITIES:
  
  
  
  
  
New Financing-  
  
  
  
  
Long-term debt 
 351
 299
 
 650
Short-term borrowings, net 
 260
 
 (257) 3
Redemptions and Repayments-  
  
  
  
  
Long-term debt (1) (288) (161) 21
 (429)
Short-term borrowings, net (707) 
 (32) 739
 
Common stock dividend payment 
 (2,000) 
 2,000
 
Other (1) (8) (3) 
 (12)
Net cash provided from (used for) financing activities (709) (1,685) 103
 2,503
 212

CASH FLOWS FROM INVESTING ACTIVITIES:
  
  
  
  
  
Property additions (14) (273) (508) 
 (795)
Nuclear fuel 
 
 (286) 
 (286)
Proceeds from asset sales 
 17
 
 
 17
Sales of investment securities held in trusts 
 
 1,464
 
 1,464
Purchases of investment securities held in trusts 
 
 (1,502) 
 (1,502)
Loans to affiliated companies, net (211) 1,338
 (538) (482) 107
Dividends received 2,000
 
 
 (2,000) 
Other (3) (40) 1
 
 (42)
Net cash provided from (used for) investing activities 1,772
 1,042
 (1,369) (2,482) (1,037)
Net change in cash and cash equivalents 
 (4) 
 
 (4)
Cash and cash equivalents at beginning of period 
 7
 
 
 7
Cash and cash equivalents at end of period $
 $3
 $
 $
 $3



191205




18.19. SEGMENT INFORMATION

FirstEnergy's reportable segments are as follows: Regulated Distribution, Regulated Transmission and CES.

Financial information for each of FirstEnergy’s reportable segments is presented in the tables below. FES does not have separate reportable operating segments.

The Regulated Distribution segment distributes electricity through FirstEnergy’s ten utility operating companies, serving approximately six million customers within 65,000 square miles of Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York, and purchases power for its POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey and Maryland. This segment also includescontrols 3,790 MWs of regulated electric generation facilitiescapacity located primarily in West Virginia, Virginia and New Jersey that MP and JCP&L, respectively, own or contractually control.Jersey. The segment's results reflect the commodity costs of securing electric generation and the deferral and amortization of certain fuel costs. This business segment currently controls approximately 3,790 MWs of generation capacity.

The Regulated Transmission segment transmits electricity through transmission facilities owned and operated by ATSI, TrAIL, MAIT (effective January 31, 2017) and certain of FirstEnergy's utilities (JCP&L, ME, PN, MP, PE and WP), and the regulatory asset associated with the abandoned PATH project.. The segment's revenues are primarily derived from forward-looking rates thatat ATSI and TrAIL, as well as stated transmission rates at certain of FirstEnergy's utilities. As discussed in Note 15, "Regulatory Matters - FERC Matters," above, MAIT and JCP&L submitted applications to FERC requesting authorization to implement forward-looking formula transmission rates. In March 2017, FERC approved JCP&L's and MAIT's forward-looking formula rates, subject to refund, with effective dates of June 1, 2017, and July 1, 2017, respectively. Additionally, MAIT and JCP&L filed settlement agreements with FERC on October 13, 2017 and December 21, 2017, respectively, both pending final orders by FERC. Both the forward-looking and stated rates recover costs and provide a return on transmission capital investment. Except forUnder forward-looking rates, the recovery of the PATH abandoned project regulatory asset, these revenuesrevenue requirement is updated annually based on a projected rate base and projected costs, which are primarily from transmission services provided pursuantsubject to the PJM Tariff to LSEs.an annual true-up based on actual costs. The segment's results also reflect the net transmission expenses related to the delivery of electricity on FirstEnergy's transmission facilities.

The CES segment, through FES and AE Supply, primarily supplies electricity to end-use customers through retail and wholesale arrangements, including competitive retail sales to customers primarily in Ohio, Pennsylvania, Illinois,Maryland, Michigan, New Jersey and Maryland,Illinois, and the provision of partial POLR and default service for some utilities in Ohio, Pennsylvania and Maryland, including the Utilities.This As of January 31, 2018, this business segment currently controls approximately 14,068controlled 12,303 MWs of electric generating capacity, including, 885as discussed in Note 2, "Asset Sales and Impairments," 756 MWs of generating capacity scheduledwhich remain subject to be deactivated by April 2015.an asset purchase agreement with a subsidiary of LS Power that is expected to close in the first half of 2018. The CES segment’s net income isoperating results are primarily derived from electric generation sales less the related costs of electricity generation, including fuel, purchased power and net transmission (including congestion) and ancillary costs and capacity costs charged by PJM to deliver energy to the segment’s customers.
In 2014, the CES segment began to reduce its exposure to weather-sensitive loads,customers, as well as other operating and maintenance costs, including maintaining competitive generation in excess of committed sales, eliminating load obligations that do not adequately cover risk premiums, pursuing more certain revenue streams, and modifying its hedging strategy to optimize risk management and market upside opportunities. As part of this, the CES segment eliminated future selling efforts in certain sales channels, such as Mass Market, medium commercial-industrial and select large commercial-industrial (Direct), to focus on a selective mix of retail sales channels, wholesale sales that hedge generation more effectively, and maintain a small open position to take advantage of market upside opportunities resulting from volatility such as that experienced in the first quarter of 2014. Going forward, the CES segment will target 65 to 75 million MWHs of sales annually with a target portfolio mix of approximately 10 to 15 million MWHs in Governmental Aggregation sales, 0 to 10 million MWHs of POLR sales, 0 to 20 million MWHs in large commercial and industrial sales (Direct), 10 to 20 million MWHs in block wholesale sales, including Structured Sales, and 10 to 20 million MWHs of spot wholesale sales. Support for current customers in the channels to be exited will remain through their respective contract terms.costs incurred by FENOC.

Corporate/Other contains corporate support and other businesses that are below the quantifiable threshold for separate disclosure as a reportable segment and interestInterest expense on stand-alone holding company debt, and corporate income taxes.taxes and other businesses that do not constitute an operating segment are categorized as Corporate/Other for reportable business segment purposes. Additionally, reconciling adjustments for the elimination of inter-segment transactions are included in Corporate/Other. As of December 31, 2014,2017, Corporate/Other had $4.2$6.8 billion of stand-alone holding company long-term debt, of which 28%$1.45 billion was subject to variable-interest rates, and $1.7 billion$300 million was borrowed by FE under the FEits revolving credit facility. Reconciling adjustments forOn January 22, 2018, FE repaid its $1.45 billion of outstanding variable-interest rate debt using the elimination of inter-segment transactions are shown separately inproceeds from the accompanying table. $2.5 billion equity investment.




192206




Segment Financial Information

For the Years Ended December 31, Regulated Distribution Regulated Transmission Competitive Energy Services Corporate/ Other Reconciling Adjustments Consolidated
For the Years Ended December 31 Regulated Distribution Regulated Transmission Competitive Energy Services Corporate/ Other Reconciling Adjustments Consolidated
 (In millions) (In millions)
                        
2014            
2017            
External revenues $9,102
 $769
 $5,470
 $(146) $(146) $15,049
 $9,734
 $1,325
 $3,143
 $
 $(185) $14,017
Internal revenues 
 
 819
 
 (819) 
 
 
 386
 
 (386) 
Total revenues 9,102
 769
 6,289
 (146) (965) 15,049
 9,734
 1,325
 3,529
 
 (571) 14,017
Depreciation 658
 127
 387
 48
 
 1,220
 724
 224
 118
 72
 
 1,138
Amortization of regulatory assets, net 1
 11
 
 
 
 12
 292
 16
 
 
 
 308
Impairment of assets and related charges 
 41
 2,365
 
 
 2,406
Investment income 56
 
 45
 11
 (40) 72
 54
 
 81
 11
 (48) 98
Interest expense 589
 131
 189
 168
 (4) 1,073
 535
 156
 179
 308
 
 1,178
Income taxes (benefits) 227
 121
 (226) (175) 11
 (42) 580
 205
 155
 (45) 
 895
Income (loss) from continuing operations 465
 223
 (423) (52) 
 213
Discontinued operations, net of tax 
 
 86
 
 
 86
Net income (loss) 465
 223
 (337) (52) 
 299
 916
 336
 (2,641) (335) 
 (1,724)
Total assets 28,232
 6,352
 16,743
 839
 
 52,166
 27,730
 9,525
 4,339
 663
 
 42,257
Total goodwill 5,092
 526
 800
 
 
 6,418
 5,004
 614
 
 
 
 5,618
Property additions 972
 1,329
 939
 72
 
 3,312
 1,191
 1,030
 317
 49
 
 2,587
                        
2013            
2016            
External revenues $8,720
 $731
 $5,728
 $(121) $(166) $14,892
 $9,629
 $1,144
 $4,070
 $
 $(281) $14,562
Internal revenues 
 
 770
 
 (770) 
 
 
 479
 
 (479) 
Total revenues 8,720
 731
 6,498
 (121) (936) 14,892
 9,629
 1,144
 4,549
 
 (760) 14,562
Depreciation 606
 114
 439
 43
 
 1,202
 676
 187
 387
 63
 
 1,313
Amortization of regulatory assets, net 529
 10
 
 
 
 539
 290
 7
 
 
 
 297
Impairment of assets and related charges 
 
 10,665
 
 
 10,665
Investment income 57
 
 11
 9
 (44) 33
 49
 
 66
 10
 (41) 84
Interest expense 543
 93
 222
 148
 10
 1,016
 586
 158
 194
 219
 
 1,157
Income taxes (benefits) 301
 129
 (141) (104) 10
 195
 375
 187
 (3,498) (119) 
 (3,055)
Income (loss) from continuing operations 501
 214
 (237) (103) 
 375
Discontinued operations, net of tax 
 
 17
 
 
 17
Net income (loss) 501
 214
 (220) (103) 
 392
 651
 331
 (6,919) (240) 
 (6,177)
Total assets 27,683
 5,247
 16,782
 712
 
 50,424
 27,702
 8,755
 5,952
 739
 
 43,148
Total goodwill 5,092
 526
 800
 
 
 6,418
 5,004
 614
 
 
 
 5,618
Property additions 1,272
 461
 827
 78
 
 2,638
 1,063
 1,101
 619
 52
 
 2,835
                        
2012            
2015            
External revenues $9,047
 $735
 $5,778
 $(119) $(188) $15,253
 $9,582
 $1,046
 $4,698
 $
 $(300) $15,026
Internal revenues 
 
 866
 
 (864) 2
 
 
 686
 
 (686) 
Total revenues 9,047
 735
 6,644
 (119) (1,052) 15,255
 9,582
 1,046
 5,384
 
 (986) 15,026
Depreciation 558
 114
 409
 38
 
 1,119
 664
 164
 394
 60
 
 1,282
Amortization of regulatory assets, net (65) (3) 
 
 
 (68) 165
 7
 
 
 
 172
Impairment of assets and related charges 8
 
 34
 
 
 42
Investment income (loss) 84
 1
 66
 (5) (69) 77
 42
 
 (16) (9) (39) (22)
Impairment of equity method investment 
 
 
 362
 
 362
Interest expense 540
 92
 284
 85
 
 1,001
 600
 147
 192
 193
 
 1,132
Income taxes (benefits) 295
 133
 83
 (34) 68
 545
 325
 191
 50
 (251) 
 315
Income (loss) from continuing operations 540
 226
 199
 (155) (55) 755
Discontinued operations, net of tax 
 
 16
 
 
 16
Net income (loss) 540
 226
 215
 (155) (55) 771
 588
 328
 89
 (427) 
 578
Total assets 27,150
 4,865
 18,087
 392
 
 50,494
 27,390
 7,800
 16,027
 877
 
 52,094
Total goodwill 5,025
 526
 896
 
 
 6,447
 5,092
 526
 800
 
 
 6,418
Property additions 1,074
 507
 1,014
 83
 
 2,678
 1,040
 1,020
 588
 56
 
 2,704



193207




19. DISCONTINUED OPERATIONS

On September 4, 2013, certain of FirstEnergy's subsidiaries applied for authorization from the FERC to sell eleven hydroelectric power stations in Pennsylvania, Virginia and West Virginia to subsidiaries of Harbor Hydro, a subsidiary of LS Power. The asset purchase agreement was entered into on August 23, 2013, and amended and restated as of September 4, 2013. On February 12, 2014, the sale of the hydroelectric power plants to LS Power closed for approximately $394 million (FES - $307 million). The carrying value of the assets sold was $235 million (FES - $122 million), including goodwill of $29 million (FES - $1 million) which was allocated to the hydroelectric plants to be sold.

Pre-tax income for the hydroelectric facilities of $155 million, $26 million and $24 million (FES - $186 million, $22 million and $22 million) for the years ended December 31, 2014, 2013 and 2012, respectively, are reported in FirstEnergy's and FES' Consolidated Statement of Income as discontinued operations. Included in income for discontinued operations in the year ended December 31, 2014, was a pre-tax gain on the sale of assets of $142 million (FES - $177 million). Revenues for the hydroelectric facilities of $5 million, $33 million and $30 million (FES - $5 million, $31 million and $24 million) for years ended December 31, 2014, 2013 and 2012, respectively, are reported in FirstEnergy's and FES' Consolidated Statement of Income as discontinued operations.







194




20. SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)

The following summarizes certain consolidated operating results by quarter for 20142017 and 2013.2016.
FirstEnergy               
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)2014 2013
 Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
Revenues$3,483
 $3,888
 $3,496
 $4,182
 $3,633
 $4,032
 $3,507
 $3,720
Other operating expense901
 858
 1,021
 1,182
 948
 877
 886
 882
Pension and OPEB mark-to-market835
 
 
 
 (256) 
 
 
Provision for depreciation316
 308
 302
 294
 293
 316
 300
 293
Impairment of long-lived assets
 
 
 
 322
 
 473
 
Operating Income (Loss)(337) 716
 292
 391
 387
 508
 42
 645
Income (loss) from continuing operations before income taxes (benefits)(574) 485
 90
 170
 208
 286
 (230) 306
Income taxes (benefits) (1)
(268) 152
 26
 48
 66
 77
 (62) 114
Income (loss) from continuing operations(306) 333
 64
 122
 142
 209
 (168) 192
Discontinued operations (net of income taxes)
 
 
 86
 
 9
 4
 4
Net Income (Loss)(306) 333
 64
 208
 142
 218
 (164) 196
Earnings (loss) per share of common stock-(2)
               
Basic - Continuing Operations(0.73) 0.79
 0.16
 0.29
 0.34
 0.50
 (0.40) 0.46
Basic - Discontinued Operations (Note 19)
 
 
 0.21
 
 0.02
 0.01
 0.01
Basic - Earnings Available to FirstEnergy Corp.(0.73) 0.79
 0.16
 0.50
 0.34
 0.52
 (0.39) 0.47
Diluted - Continuing Operations(0.73) 0.79
 0.15
 0.29
 0.34
 0.50
 (0.40) 0.46
Diluted - Discontinued Operations (Note 19)
 
 
 0.20
 
 0.02
 0.01
 0.01
Diluted - Earnings Available to FirstEnergy Corp.(0.73) 0.79
 0.15
 0.49
 0.34
 0.52
 (0.39) 0.47
                
(1) - During the fourth quarter of 2014, income tax benefits of $16 million were recorded that related to prior periods. The out-of-period adjustment primarily related to the correction of amounts included in the Company’s tax basis balance sheet. Management has determined that this adjustment is not material to the current or any prior period.
(2) - Total quarterly earnings per share information may not equal annual earnings per share due to the issuance of shares throughout the year. See FirstEnergy's Consolidated Statements of Stockholders' Equity and Note 4. Stock-Based Compensation for additional information.
                
FES               
CONSOLIDATED STATEMENTS OF INCOME
(In millions)2014 2013
 Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
Revenues$1,342
 $1,521
 $1,452
 $1,829
 $1,518
 $1,679
 $1,452
 $1,524
Other operating expense359
 356
 468
 452
 382
 339
 387
 379
Pension and OPEB mark-to-market297
 
 
 
 (81) 
 
 
Provision for depreciation83
 83
 79
 74
 75
 80
 76
 75
Operating Income (Loss)(321) 90
 (151) (148) 121
 65
 (39) 95
Income (loss) from continuing operations before income taxes (benefits)(347) 72
 (154) (159) 114
 56
 (117) (1)
Income taxes (benefits)(133) 28
 (67) (56) 25
 23
 (42) 
Income (loss) from continuing operations(214) 44
 (87) (103) 89
 33
 (75) (1)
Discontinued operations (net of income taxes)
 
 
 116
 
 7
 4
 3
Net Income (Loss)(214) 44
 (87) 13
 89
 40
 (71) 2
FirstEnergy               
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In millions, except per share amounts)2017 2016
 Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
Revenues$3,442
 $3,714
 $3,309
 $3,552
 $3,375
 $3,917
 $3,401
 $3,869
Other operating expense1,195
 940
 956
 1,141
 1,021
 950
 963
 917
Pension and OPEB mark-to-market adjustment141
 
 
 
 147
 
 
 
Provision for depreciation293
 289
 281
 275
 339
 311
 334
 329
Impairment of assets and related charges2,244
 31
 131
 
 9,218
 
 1,447
 
Operating Income (Loss)(1,830) 884
 544
 574
 (8,924) 861
 (975) 776
Income (loss) before income taxes (benefits)(2,086) 635
 291
 331
 (9,185) 631
 (1,219) 541
Income taxes (benefits)413
 239
 117
 126
 (3,389) 251
 (130) 213
Net Income (Loss)(2,499) 396
 174
 205
 (5,796) 380
 (1,089) 328
Earnings (loss) per share of common stock-(1)
               
Basic - Earnings (losses) Available to FirstEnergy Corp.(5.62) 0.89
 0.39
 0.46
 (13.44) 0.89
 (2.56) 0.78
Diluted - Earnings (losses) Available to FirstEnergy Corp.(5.62) 0.89
 0.39
 0.46
 (13.44) 0.89
 (2.56) 0.77
                
(1) The sum of quarterly earnings per share information may not equal annual earnings per share due to the issuance of shares throughout the year. See FirstEnergy's Consolidated Statements of Stockholders' Equity and Note 5, "Stock-Based Compensation Plans," for additional information.
                
FES               
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In millions)2017 2016
 Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
Revenues$700
 $743
 $741
 $914
 $997
 $1,100
 $1,102
 $1,199
Other operating expense419
 291
 286
 518
 352
 316
 369
 240
Pension and OPEB mark-to-market adjustment24
 
 
 
 48
 
 
 
Provision for depreciation29
 28
 27
 25
 86
 83
 84
 83
Impairment of assets and related charges2,031
 
 
 
 8,082
 
 540
 
Operating Income (Loss)(2,112) 102
 61
 (117) (8,153) 101
 (571) 226
Income (loss) from continuing operations before income taxes (benefits)(2,125) 108
 42
 (121) (8,171) 96
 (581) 213
Income taxes (benefits)281
 32
 23
 (41) (2,983) 56
 (143) 82
Net Income (Loss)(2,406) 76
 19
 (80) (5,188) 40
 (438) 131


195208




21. SUBSEQUENT EVENTS

January 2018 Equity Issuance

On January 22, 2018, FirstEnergy entered into agreements for the private placement of its equity securities representing an approximately $2.5 billion investment in the Company. The Company entered into a Preferred Stock Purchase Agreement (the Preferred SPA) for the private placement of 1,616,000 shares of mandatorily convertible preferred stock, designated as the Series A Convertible Preferred Stock, par value $100 per share, representing an investment of nearly $1.62 billion. The Company also entered into a Common Stock Purchase Agreement for the private placement of 30,120,482 shares of the Company’s common stock, par value $0.10 per share, representing an investment of $850 million.

The Preferred Stock will participate in dividends on the Common Stock on an as-converted basis based on the number of shares of Common Stock a holder of Preferred Stock would receive if its shares of Preferred Stock were converted on the dividend record date at the Conversion Price in effect at that time. Such dividends will be paid at the same time that the dividends on Common Stock are paid.

Each share of Preferred Stock will be convertible into a number of shares of Common Stock equal to the $1,000 liquidation preference, divided by the Conversion Price then in effect. As of January 22, 2018, the Conversion Price in effect was $27.42 per share. The Conversion Price is subject to anti-dilution adjustments and adjustments for subdivisions and combinations of the Common Stock, as well as dividends on the Common Stock paid in Common Stock and for certain equity issuances below the Conversion Price then in effect. The Preferred Stock will generally be convertible at the option of holders beginning on July 22, 2018. The holders of Preferred Stock may also elect to convert their shares if the Company undergoes a fundamental change. Furthermore, the Preferred Stock will automatically convert to Common Stock upon certain events of bankruptcy or liquidation of the Company. The Company may elect to convert the Preferred Stock if, at any time, fewer than 323,200 shares of Preferred Stock are outstanding.

In general, any shares of Preferred Stock outstanding on July 22, 2019, will be automatically converted. However, no shares of Preferred Stock will be converted prior to January 22, 2020, if such conversion will cause a converting holder to be deemed to beneficially own, together with its affiliates whose holdings would be aggregated with such holder for purposes of Section 13(d) under the Exchange Act, more than 4.9% of the then-outstanding Common Stock. Furthermore, in no event shall the Company issue more than 58,964,222 shares of Common Stock (the Share Cap) in the aggregate upon conversion of the Convertible Preferred Stock. From and after the time at which the aggregate number of shares of Common Stock issued upon conversion of the Preferred Stock equals the Share Cap, each holder electing to convert Convertible Preferred Stock will be entitled to receive a cash payment equal to the market value of the Common Stock such holder does not receive upon conversion.

The holders of Preferred Stock will have limited class voting rights related to the creation of additional securities that are senior or equal with the Preferred Stock, as well as certain reclassifications and amendments that would affect the rights of the holders of Preferred Stock. The holders of Preferred Stock will also have the right to approve issuances of securities convertible or exchangeable for Common Stock, subject to certain exceptions for compensation arrangements and bona fide dividend reinvestment or share purchase plans.

Pursuant to the Preferred SPA, FirstEnergy formed a RWG composed of three employees of FirstEnergy and two outside members to advise FirstEnergy management regarding an FES restructuring in the event the FES Board decides to seek bankruptcy protection.

Bruce Mansfield Plant

On the morning of January 10, 2018, Bruce Mansfield plant personnel were in the process of shutting down Unit 1 for a maintenance outage when an equipment failure resulted in an unplanned outage for Unit 2 that led to the loss of plant power. Later that morning, a fire damaged the scrubber, stack and other plant property and systems associated with Units 1 and 2. Evaluation of the extent of the damage, which may be significant, to the scrubber, stack and other plant property and systems associated with Units 1 and 2 is underway and is expected to take several weeks. Unit 3, which had been off-line for maintenance, was unaffected by the January 10th fire. The affected plant property and systems are insured and management is working with the insurance carriers to complete the assessment. At this time management is unable to estimate the financial effect of the fire on Units 1 and 2.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The respective management of FirstEnergy and FES, with the participation of each respective registrant's chief executive officer and chief financial officer, have reviewed and evaluated the effectiveness of their registrant's disclosure controls and procedures, as defined in the Securities Exchange Act of 1934, as amended, Rules 13a-15(e) and 15d-15(e), as of the end of the period covered


209




by this report. Based on that evaluation, the chief executive officer and chief financial officer of each registrant have concluded that each respective registrant's disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in RuleRules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. Using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework published in 2013, the respective management of each registrant conducted an evaluation of the effectiveness of their registrant’s internal control over financial reporting under the supervision of each respective registrant’s Chief Executive Officerchief executive officer and Chief Financial Officer.chief financial officer. Based on that evaluation, the respective management of each registrant concluded that their registrant’s internal control over financial reporting was effective as of December 31, 2014.2017. The effectiveness of FirstEnergy’s internal control over financial reporting, as of December 31, 2014,2017, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein. The effectiveness of internal control over financial reporting of FES as of December 31, 2014,2017, has not been audited by the registrant's independent registered public accounting firm.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2014,2017, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, FirstEnergy's or FES' internal control over financial reporting.
ITEM 9B.OTHER INFORMATION

On February 17, 2015,20, 2018, James F. Pearson, Executive Vice President and Chief Financial Officer (CFO) of FirstEnergy Corp. (Company) was elected by the Board of Directors (Board) of FE disclosedthe Company to become, effective March 5, 2018, the Executive Vice President, Finance of the Company. In such role, he will focus on the Company’s transition to a fully regulated entity. Also on February 20, 2018, the Board elected Steven E. Strah to become effective March 5, 2018, Senior Vice President and CFO of the Company. Mr. Strah will report to Mr. Pearson.

Prior to being elected to CFO, Mr. Strah, age 54, served as Senior Vice President and President, FirstEnergy Utilities as an employee of FirstEnergy Service Company (FESC), a position he has held since February 2015. Prior thereto, he was Vice President, Distribution Support as an employee of FESC, a position he held since 2011. Mr. Strah began his career with The Cleveland Electric Illuminating Company in 1984 and has held positions of increasing responsibility since that it had determined that, as parttime.

In connection with Mr. Strah’s appointment, and consistent with his new position and increased scope of its previously announced executive transition plan, Anthony J. Alexanderresponsibilities, his base salary will increase by 7.1% to $600,000, his Short-Term Incentive Program target beginning in 2018 will be leaving FE75% of his base salary ($450,000), and conclude his serviceLong-Term Incentive Program target beginning in 2018 will be 235% of his base salary ($1,410,000).

There are no understandings or arrangements between Mr. Strah and any other person pursuant to which Mr. Strah was elected as executive chairman on April 30, 2015. As a result, Mr. Alexander will receive the benefits provided for under his existing employment agreement with FE, dated as of March 20, 2012, including the vestingSenior Vice President and CFO of the remaining portionCompany. Mr. Strah does not have any family relationship with any director, executive officer or person nominated or chosen by the Board to become a director or executive officer. Other than his employment with FirstEnergy and except as set forth below, Mr. Strah did not have any material interest, directly or indirectly, in any material transaction since the beginning of the restricted stock award granted to last fiscal year, or any currently proposed transaction, in which FirstEnergy was a participant and the amount involved exceeds $120,000.

Mr. Alexander pursuant to such agreement. He also is entitled to receiveKenneth A. Strah serves as a pro rata portionDirector of his previously-disclosed outstanding performance-adjusted restricted stock unit (“performance-adjusted RSU”) awardsRevenue Operations and performance share awards, subject to the achievementCustomer Service Analytics of FESC. Mr. Kenneth A. Strah has been employed by FESC and other subsidiaries of the performance targets and in return for a complete release as providedCompany since 1980. Mr. Kenneth A. Strah is the brother of Mr. Steven E. Strah. From January 1, 2017 through February 20, 2018, Mr. Kenneth A. Strah received compensation in the award agreements. aggregate amount of approximately $281,140, which consisted of base salary, the STIP paid in 2017 for 2016 performance and the grant date value of performance-adjusted Restricted Stock Units granted in 2017 under the Company’s LTIP. Mr. Kenneth A. Strah’s compensation is consistent with the terms of the Company’s compensation programs. No direct reporting relationship exists between Mr. Kenneth A. Strah and Mr. Steven E. Strah.

In addition, on February 17, 2015,20, 2018, the Board of Directors authorized the grant,determined that, effective March 2, 2015,3, 2018, K. Jon Taylor, will no longer be Vice President, Controller and Chief Accounting Officer (CAO) of the Company. Effective March 4, 2018, Mr. Taylor will become President, Ohio Operations of FESC, reporting to Mark Julian, Vice President, Utility Operations.

On February 20, 2018, the Board also elected Jason J. Lisowski, to become effective March 4, 2018, the Vice President, Controller and CAO of the Company. Mr. Lisowski will report to Mr. AlexanderStrah.

Mr. Lisowski, age 36, currently serves as the Controller and Treasurer of FirstEnergy Solutions Corp. (FES), a mix of cash based performance-adjusted RSUs (1/3subsidiary of the total),Company, which is a position he has held since April 2017. Prior thereto he was Assistant Controller, FES and stock based performance adjusted RSUs (2/3 ofFirstEnergy Generation since October 2012. Mr. Lisowski has been with the total),Company since 2004 where he served in various financial roles.



210




In connection with an aggregate value of $427,311. The number of shares underlying these awards will be based on the average high and low price of FE’s common shares on February 27, 2015, and, in each case, these awards will require him to remain employed with FE through April 30, 2015Mr. Lisowski’s appointment, and consistent with FE’s performance-adjusted RSU awards,his new position and increased scope of responsibilities, his base salary will remain entirely at risk (and subject to upward/downward adjustment or forfeiture) based onincrease by 31%, his Short-Term Incentive Program target beginning in 2018 will be 50% of his base salary (an increase of 25%), and his Long-Term Incentive Program target beginning in 2018 will be 75% of his base salary (an increase of 50%). Mr. Lisowski was also granted a transitional Long-Term Incentive Program award which has the achievementeffect of including him in the 2018 and 2019 years of the previously disclosed performance goals tracked over a three year period. These awards were granted in lieu of Mr. Alexander’s customary annualoutstanding 2017-2019 Long-Term Incentive Program for which he was ineligible while serving as an FES executive. Mr. Lisowski is also party to a previous FirstEnergy Solutions Corp. Retention Agreement under the FirstEnergy Solutions Corp. 2016 Key Employee Retention Plan, grants for 2015 and represents a small fraction (1/18th) of his customary award sizepayable after the vest date if he remains employed through November 30, 2018.

The Company expects to enter into an Officer Indemnification Agreement with Mr. Lisowski in light of his expected limited time of service over the 36-month performance period. In accordanceconnection with his employment agreement,new position. The form of Officer Indemnification Agreement was previously filed with the SEC on July 23, 2012 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and is incorporated herein by reference.

There are no understandings or arrangements between Mr. Alexander will also step down fromLisowski and any other person pursuant to which Mr. Lisowski was elected as an officer of the Company. Mr. Lisowski does not have any family relationship with any director, executive officer or person nominated or chosen by the Board to become a director or executive officer. Other than his employment with FirstEnergy, Mr. Lisowski did not have any material interest, directly or indirectly, in any material transaction since the beginning of Directors effective May 1, 2015. Inthe last fiscal year, or any currently proposed transaction, in which FirstEnergy was a related matter, effective May 1, 2015, George M. Smart, currently FE’s lead independent director, will return to his prior role as chairmanparticipant and the size of the Board of Directors will be decreased by one.amount involved exceeds $120,000.

PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference to FirstEnergy's 20152018 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.
ITEM 11.EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to FirstEnergy’s 20152018 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.


196211




ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The Item 403 of Regulation S-K information required by Item 12 is incorporated herein by reference to FirstEnergy’s 2015FirstEnergy's 2018 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities and Exchange Act of 1934.

The following table contains information as of December 31, 2017, regarding compensation plans for which shares of FirstEnergy common stock may be issued.
Plan category 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)
 Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) 
Equity compensation plans approved by security holders 6,104,181
(2) 
$37.75
(3) 
6,425,034
(4) 
Equity compensation plans not approved by security holders(5)
 
 N/A
 
 
Total 6,104,181
 $37.75
 6,425,034
 

(1) This number includes stock-based restricted stock units (RSUs) that will be paid in cash.

(2) Represents shares of common stock that could be issued upon exercise of outstanding options granted under the ICP 2007 and ICP 2015. This number also includes 2,479,206 shares subject to outstanding awards of stock-based RSUs granted under the ICP 2007 and ICP 2015 if paid at target for the three outstanding cycles, as well as 2,479,206 additional shares assuming maximum performance metrics are achieved for the 2015-2017, 2016-2018 and 2017-2019 cycles of stock-based RSUs, 41,905 outstanding FirstEnergy Corp. Amended and Restated EDCP related shares to be paid in stock and 441,742 shares related to the FirstEnergy Corp. DCPD that will be paid in stock. Cash-based RSUs granted under the ICP 2007 and ICP 2015, respectively, are payable only in cash and therefore have not been included in the table (but see Note 1 above regarding certain stock-based awards that have been amended to pay in cash). Not reflected in the table are 704,753 stock options related to the Allegheny Energy, Inc. 2008 Long-Term Incentive Plan and the Allegheny Energy, Inc. 1998 Long-Term Incentive Plan and 19,740 shares related to the Allegheny Energy, Inc. Non-Employee Director Stock Plan (AYE Director's Plan) and Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (AYE DCD) that will be paid in stock per the election of the recipient.

(3) Only FirstEnergy options were included in the calculation for determining the weighted-average exercise price. The weighted-average exercise price for options outstanding under the Allegheny Energy, Inc. 2008 Long-Term Incentive Plan and the Allegheny Energy, Inc. 1998 Long-Term Incentive Plan was $50.67 as of December 31, 2017.

(4) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately 8,904,240 available assuming performance at target) for the 2015-2017, 2016-2018 and 2017-2019 cycles of stock-based RSUs, with respect to future awards under the ICP 2015 and future accruals of dividends on awards outstanding under the ICP 2007 and ICP 2015. Additional shares may become available under the ICP 2015 due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards. In addition, nominal amounts of shares may be issued in the future under the AYE Director's Plan and AYE DCD to cover future dividends that may accrue on amounts previously deferred and payable in stock, but new awards are no longer being granted under the Allegheny plans or the ICP 2007.

(5) All equity compensation plans have been approved by security holders.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference to FirstEnergy’s 20152018 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

A summary of the audit and audit-related fees for services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 20142017 and 2013,2016, are as follows:
 
Audit Fees(1)
 
Audit-Related Fees(2)
 
Audit Fees(1)
 
Audit-Related Fees(2)
Company 2014 2013 2014 2013 2017 2016 2017 2016
 (In thousands) (In thousands)
FES $1,700
 $1,560
 $
 $
 $1,609
 $1,750
 $
 $
FE and other subsidiaries 6,001
 6,101
 117
 300
 6,851
 5,620
 502
 335
Total FirstEnergy $7,701
 $7,661
 $117
 $300
 $8,460
 $7,370
 $502
 $335

(1)
Professional services rendered for the audits of the Registrants'registrants' annual financial statements and reviews of unaudited financial statements included in the Registrants'registrants' Quarterly Reports on Form 10-Q and for services in connection with statutory and regulatory filings or engagements, including comfort letters, agreed upon procedures and consents for financings and filings made with the SEC.
(2)
Professional services rendered in 20142017 and 20132016 related to SEC Regulation AB. Also, in 2017, professional services rendered related to restructuring and in 2016, professional services rendered related to additional agreed upon procedures that included the audit of compliance with certain DOE grants, risk assurance andfor the audit of PE's cost allocation manual.manual and the attestation of Penn's Net Earnings Certificate.

Tax Fees and All Other Fees

There were no tax services performed by PricewaterhouseCoopers LLP in 20142017 or 2013. PricewaterhouseCoopers LLP performed other services in 2013 of $40,000 related to SEC Regulation AB readiness.2016. PricewaterhouseCoopers LLP performed no other services in 2014.2017 or 2016, however, the registrants paid approximately $39,500 (thirty-nine thousand five hundred) and $5,800 (five-thousand eight hundred) in software subscription fees to PricewaterhouseCoopers LLP for 2017 and 2016, respectively.

Additional information required by this item is incorporated herein by reference to FirstEnergy’s 20152018 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.


197212




PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report on Form 10-K:
1. Financial Statements:
Management’s ReportReports on Internal Control Over Financial Reporting for FirstEnergy Corp. and FES isare listed under Item 8, "Financial Statements and Supplementary Data" herein.
Reports of Independent Registered Public Accounting Firm for FirstEnergy Corp. and FES are listed under Item 8, "Financial Statements and Supplementary Data," herein.
The financial statements filed as a part of this report for FirstEnergy Corp. and FES are listed under Item 8, "Financial Statements and Supplementary Data," herein.
2. Financial Statement Schedules:
Reports of Independent Registered Public Accounting Firm as to Schedules are included herein on pages:
 Page
FirstEnergy
FES
Schedule II — Consolidated Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2017, are included herein on pages:
 Page
FirstEnergy
FES


198213




3. Exhibits — FirstEnergy
Exhibit

Number




2-1(A) 3-1Agreement and Plan



3-1
Amended Articles of Incorporation of FirstEnergy Corp. (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 3-1, File No. 333-21011).



(A) 3-2
Amendment to the Amended Articles of Incorporation of FirstEnergy Corp. dated as of February 25, 2011 (incorporated by reference to FE’s Form 8-K filed February 25, 2011, Exhibit 3.1, File No. 333-21011).



3-3
FirstEnergy Corp. Amended Code of Regulations. (incorporated by reference to FE's Form 10-K filed February 25, 2009, Exhibit 3.1, File No. 333-21011).



3-4
Amendment to the



4-1



4-2



4-2(a)



4-2(b)



4-3
4-4
4-4(a)
4-5
4-5(a)
4-6
4-7
4-8
4-9



(B) 10-1



(B) 10-2



(B) 10-3



(B) 10-4



(B) 10-5



(B) 10-6


214






199





Exhibit
Number







(B) 10-12
FirstEnergy Corp. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-12 File No. 333-21011).



(B) 10-13
Deferred Remuneration Plan for Outside Directors of GPU, Inc. as amended and restated effective August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-O, File No. 001-06047).



(B) 10-14



(B) 10-1510-13
Forms of Estate Enhancement Program Agreements entered into by certain former GPU directors. (incorporated by reference to GPU, Inc. Form 10-K filed March 20, 2000, Exhibit 10-JJ, File No. 001-06047).



(B) 10-16
Stock Option Agreement between FirstEnergy Corp. and an officer dated August 20, 2004. (incorporated by reference to FE’s Form 10-Q filed November 4, 2004, Exhibit 10-42, File No. 333-21011).



10-17



(B) 10-1810-14
Form of 2010-2012 Performance Share Award Agreement effective January 1, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-48, File No. 333-21011).



(B) 10-19
Form of Performance-Adjusted Restricted Stock Unit Award Agreement as of March 8, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-49, File No. 333-21011).



(B) 10-20



(B) 10-2110-15



(B) 10-2210-16
FirstEnergy Corp. Change in Control Severance Plan (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.9, File No. 333-21011).



(B) 10-23



(B) 10-2410-17



(B) 10-2510-18



(B) 10-2610-19



(B) 10-2710-20



(B) 10-2810-21



(B) 10-2910-22



10-30
Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FE's Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 333-21011).





200





Exhibit
Number




10-31
Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.2, File No. 333-21011).



10-32
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed May 13, 2013, Exhibit 10.1, File No. 333-21011).



10-33
Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 10-Q filed November 5, 2013, Exhibit 10.1(a), File No. 333-21011).



10-34
Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, May 8, 2013 and October 31, 2013, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed April 4, 2014, Exhibit 10.1, File No. 333-21011).



(B) 10-3510-23
Employment Agreement between FirstEnergy Corp. and Anthony J. Alexander, dated March 20, 2012. (incorporated by reference to FE's Form 10-Q filed March 31, 2012, Exhibit 10.1, File No. 333-21011).



(B) 10-36



(B) 10-3710-24
Amendment No.1 to the FirstEnergy Corp. Change in Control Severance Plan, amended and restated as of September 18, 2012 (incorporated by reference to FE's Form 10-Q filed November 8, 2012, Exhibit 10.1, File No. 333-21011).



10-38
U.S. $1,000,000,000 Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 333-21011).



10-39
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed May 13, 2013, Exhibit 10.3, File No. 333-21011).



10-40
Amendment, dated as of March 31, 2014 to the Credit Agreement, dated as of May 8, 2012, and as amended as of May 8, 2013, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed April 4, 2014, Exhibit 10.3, File No. 333-21011).



10-41
Term Loan Credit Agreement, dated as of March 31, 2014, among FE, as borrower, the banks named therein and The Royal Bank of Scotland, plc, as administrative agent (incorporated by reference to FE's Form 8-K filed April 4, 2014, Exhibit 10.4, File No. 333-21011).



10-42



(B) 10-4310-25
Executive Severance Benefits Plan



(A)(B) 10-4410-26
Amendment



(A)(B) 10-4510-27
Amendment


201215





Exhibit

Number




(B) 10-28
   
(A)(B) 10-29
(B) 10-30
(B) 10-31
(B) 10-32
(B) 10-33
(B) 10-34
(B) 10-35
(B) 10-36
(B) 10-37
(B) 10-38
(B) 10-39
(B) 10-40
(B) 10-41
(B) 10-42
(B) 10-43
(B) 10-44
10-45
(B) 10-46 
10-47


216





Exhibit
Number




10-48
10-49
10-50
10-51
(B) 10-52
(B) 10-53
10-54

10-55

   
(A)(B) 10-4710-56 
   
(A)(B) 10-4810-57 
   
(A)(B) 10-4910-58 
   
(A) 12



(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 First EnergyFirstEnergy Corp. for the period ended December 31, 2014,2017, formatted in XBRL (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, (iv)(v) related notes to these financial statements and (v)(vi) document and entity information.




Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
(A)
Provided herein in electronic format as an exhibit.
(B)
Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstEnergy has not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of its respective total assets, but hereby agrees to furnish to the SEC on request any such documents.

3. Exhibits — FES
Exhibit

Number





3-1





3-2





4-1





4-1
(a)




4-1
(b)




4-1
(c)






202





Exhibit
Number





4-1
(d)




4-1
(e)




4-1
(f)




4-1
(g)




4-2





4-2
(a)




4-2
(b)




4-2
(c)




4-2
(d)




4-3





4-3
(a)


217





Exhibit
Number





4-4
4-4
(a)
4-4
(b)
4-5
4-5
(a)
4-5
(b)
4-5
(c)
4-5
(d)
4-6
4-6
(a)
4-7
4-7
(a)




10-1





10-2





10-3





10-4







203






218





Exhibit
Number





10-7





10-8





10-9





10-10





10-11





10-12





10-13





10-14





10-15





10-16





10-17





(B) 10-18





(B) 10-19





(C) 10-20







204






219





Exhibit
Number









(B) 10-24





(B) 10-25





10-26






10-27





10-28





10-29





10-30

Credit




10-31

Amendment, dated as of May 8, 2012, to the




10-32

Amendment, dated as of May 8, 2013, to the Credit




10-33

Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012 and May 8, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified thereinCSX Transportation, Inc. (incorporated by reference to FES' Form 10-Q filed November 5, 2013,July 27, 2017, Exhibit 10.1(b),10.1, File No. 000-53742).






205





Exhibit
Number





10-34

Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011, May 8, 2012 and May 8, 2013 and October 31, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES’ Form 8-K filed April 4, 2014, Exhibit 10.2, File No. 000-53742).




(A) 31-1





(A) 31-2





(A) 32





101

The following materials from the Annual Report on Form 10-K for FirstEnergy Solutions Corp. for the period ended December 31, 2014,2017, formatted in XBRL (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 Stockholder's Equity (Deficit), (iv) Consolidated Statements of Cash Flows, (iv)(v) related notes to these financial statements and (v)(vi) document and entity information.




(A)

Provided herein in electronic format as an exhibit.




(B)

Four substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to four other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, the Ohio Air Quality Authority and Beaver County Industrial Development Authority, Pennsylvania, relating to pollution control notes of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).






220





Exhibit
Number





(C)

Three substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to three other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority and the Beaver County Industrial Development Authority relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).




(D)

Seven substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to one other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, three other series of pollution control bonds issued by the Ohio Air Quality Development Authority and the three other series of pollution control bonds issued by the Beaver County Industrial Development Authority, relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FES has not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of its respective total assets, but hereby agrees to furnish to the SEC on request any such documents.
ITEM 16.FORM 10-K SUMMARY
None.



206221




SCHEDULE II
FIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2014, 20132017, 2016 AND 20122015
   Additions       Additions    
Description Beginning Balance Charged to Income Charged to Other Accounts
(1) 
Deductions
(2) 
Ending Balance Beginning Balance Charged to Income Charged to Other Accounts
(1) 
Deductions
(2) 
Ending Balance
 (In thousands) (In thousands)
Year Ended December 31, 2014:          
Year Ended December 31, 2017:          
Accumulated provision for uncollectible accounts — customers $51,630
 $90,144
 $36,373
 $118,881
 $59,266
 $53,307
 $75,859
 $49,728
 $127,607
 $51,287
— other $2,976
 $3,469
 $8,264
 $9,512
 $5,197
 $884
 $6,495
 $
 $6,357
 $1,022
Loss carryforward tax valuation reserve $125,360
 $48,644
 $
 $
 $174,004
Valuation allowance on state and local DTAs $437,779
 $142,623
 $
 $
 $580,402
                    
Year Ended December 31, 2013:          
Year Ended December 31, 2016:          
Accumulated provision for uncollectible accounts — customers $40,354
 $68,733
 $39,775
 $97,232
 $51,630
 $68,775
 $81,719
 $15,222
 $112,409
 $53,307
— other $4,013
 $(1,464) $5,208
 $4,781
 $2,976
 $5,231
 $13,597
 $11,329
 $29,273
 $884
Loss carryforward tax valuation reserve $101,697
 $23,663
 $
 $
 $125,360
Valuation allowance on state and local DTAs $192,397
 $245,382
 $
 $
 $437,779
                    
Year Ended December 31, 2012:          
Year Ended December 31, 2015:          
Accumulated provision for uncollectible accounts — customers $37,303
 $84,026
 $36,686
 $117,661
 $40,354
 $59,266
 $114,249
 $54,199
 $158,939
 $68,775
— other $3,447
 $4,328
 $203
 $3,965
 $4,013
 $5,197
 $899
 $4,189
 $5,054
 $5,231
Loss carryforward tax valuation reserve $34,236
 $67,461
 $
 $
 $101,697
Valuation allowance on state and local DTAs $174,004
 $18,393
 $
 $
 $192,397

(1)
Represents recoveries and reinstatements of accounts previously written off for uncollectible accounts.
(2)
Represents the write-off of accounts considered to be uncollectible.




222




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
    Additions    
Description Beginning Balance Charged to Income Charged to Other Accounts
(1) 
Deductions
(2) 
Ending Balance
  (In thousands)
Year Ended December 31, 2017:          
Accumulated provision for uncollectible accounts — customers $4,898
 $2,373
 $
 $4,921
 $2,350
— other $
 $34
 $
 $2
 $32
Valuation allowance on state and local DTAs $197,490
 $70,777
 $
 $
 $268,267
           
Year Ended December 31, 2016:          
Accumulated provision for uncollectible accounts — customers $8,466
 $4,766
 $
 $8,334
 $4,898
— other $2,500
 $
 $
 $2,500
 $
Valuation allowance on state and local DTAs $45,808
 $151,682
 $
 $
 $197,490
           
Year Ended December 31, 2015:          
Accumulated provision for uncollectible accounts — customers $17,862
 $7,411
 $
 $16,807
 $8,466
— other $2,500
 $
 $
 $
 $2,500
Valuation allowance on state and local DTAs $32,126
 $13,682
 $
 $
 $45,808

(1)
Represents recoveries and reinstatements of accounts previously written off.
(2)
Represents the write-off of accounts considered to be uncollectible.




207223




FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012
    Additions    
Description Beginning Balance Charged to Income Charged to Other Accounts
(1) 
Deductions
(2) 
Ending Balance
  (In thousands)
Year Ended December 31, 2014:          
Accumulated provision for uncollectible accounts — customers $11,073
 $21,942
 $
 $15,153
 $17,862
— other $2,523
 $9
 $
 $32
 $2,500
Loss carryforward tax valuation reserve $26,875
 $5,251
 $
 $
 $32,126
           
Year Ended December 31, 2013:          
Accumulated provision for uncollectible accounts — customers $16,188
 $14,294
 $
 $19,409
 $11,073
— other $2,500
 $28
 $
 $5
 $2,523
Loss carryforward tax valuation reserve $15,810
 $11,065
 $
 $
 $26,875
           
Year Ended December 31, 2012:          
Accumulated provision for uncollectible accounts — customers $16,441
 $10,410
 $
 $10,663
 $16,188
— other $2,500
 $1,290
 $
 $1,290
 $2,500
Loss carryforward tax valuation reserve $11,650
 $4,160
 $
 $
 $15,810

(1)
Represents recoveries and reinstatements of accounts previously written off.
(2)
Represents the write-off of accounts considered to be uncollectible.



208SIGNATURES




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
FIRSTENERGY CORP.

 
 BY:/s/ Charles E. Jones 
  Charles E. Jones 
  President and Chief Executive Officer 
Date: February 17, 201520, 2018



209224





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:


/s/ Anthony J. Alexander 
/s/ Charles E. Jones 
Anthony J. Alexander 
Charles E. Jones 
Executive Chairman of the Board 
President and Chief Executive Officer and Director 
(Principal Executive Officer)
  (Principal Executive Officer) 
/s/ George M. Smart   
George M. Smart   
Lead Independent Director
(Non-Executive Chairman of Board)   
    
/s/ James F. Pearson /s/ K. Jon Taylor 
James F. Pearson K. Jon Taylor 
SeniorExecutive Vice President and Chief Financial Officer Vice President, Controller and Chief Accounting Officer 
(Principal Financial Officer) (Principal Accounting Officer) 
    
/s/ Paul T. Addison /s/ Donald T. MisheffThomas N. Mitchell 
Paul T. Addison Donald T. MisheffThomas N. Mitchell 
Director Director 
    
/s/ Michael J. Anderson /s/ Ernest J. Novak, Jr.James F. O'Neil III 
Michael J. Anderson Ernest J. Novak, Jr.James F. O'Neil III 
Director Director 
    
/s/ William T. Cottle /s/ Christopher D. Pappas 
William T. Cottle Christopher D. Pappas 
Director Director 
    
/s/ Robert B. Heisler, Jr.Steven J. Demetriou /s/ Catherine A. ReinSandra Pianalto 
Robert B. Heisler, Jr.Steven J. Demetriou Catherine A. ReinSandra Pianalto 
Director Director 
    
/s/ Julia L. Johnson /s/ Luis A. Reyes 
Julia L. Johnson Luis A. Reyes 
Director Director 
    
/s/ Ted J. KleisnerDonald T. Misheff /s/ Wes M. TaylorJerry Sue Thornton 
Ted J. KleisnerDonald T. Misheff Wes M. TaylorJerry Sue Thornton 
Director Director 
    

Date: February 17, 201520, 2018


210225




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 FIRSTENERGY SOLUTIONS CORP. 
 BY:/s/ Donald R. Schneider 
  Donald R. Schneider 
  President 
Date: February 17, 201520, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

/s/ Donald R. Schneider /s/ James F. PearsonJason J. Lisowski 
Donald R. Schneider James F. PearsonJason J. Lisowski 
President and Director Senior Vice President, ChiefController and Treasurer
(Chairman of the Board)(Principal Financial Officer and DirectorOfficer) 
(Principal Executive Officer) (Principal FinancialAccounting Officer) 
    
    
/s/ Charles E. JonesSamuel L. Belcher /s/ K. Jon TaylorJames C. Boland 
Charles E. JonesSamuel L. Belcher K. Jon TaylorJames C. Boland 
Director Vice President and Controller
(Principal Accounting Officer)Director 
    
/s/ James H. LashJohn C. Blickle /s/ Donald A. Moul 
James H. LashJohn C. Blickle Donald A. Moul 
Director Director 
Date: February 17, 2015



211





Exhibit Index

FirstEnergy
Exhibit
Number




2-1Agreement and Plan of Merger, dated as of February 10, 2010, by and among FirstEnergy Corp., Element Merger Sub, Inc. and Allegheny Energy, Inc. (incorporated by reference to FE’s Form 8-K filed February 11, 2010, Exhibit 2.1, File No. 333-21011).



3-1
Amended Articles of Incorporation of FirstEnergy Corp. (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 3-1, File No. 333-21011).



3-2
Amendment to the Amended Articles of Incorporation of FirstEnergy Corp. dated as of February 25, 2011 (incorporated by reference to FE’s Form 8-K filed February 25, 2011, Exhibit 3.1, File No. 333-21011).



3-3
FirstEnergy Corp. Amended Code of Regulations. (incorporated by reference to FE's Form 10-K filed February 25, 2009, Exhibit 3.1, File No. 333-21011).



3-4
Amendment to the FirstEnergy Corp. Amended Code of Regulations (incorporated by reference to FirstEnergy's Definitive Proxy Statement filed April 1, 2011, Appendix 1, File No. 333-21011).



4-1
Indenture, dated November 15, 2001, between FirstEnergy Corp. and The Bank of New York Mellon, as Trustee. (incorporated by reference to FE’s Form S-3 filed September 21, 2001, Exhibit 4(a), File No. 333-69856).



4-2
Officer’s Certificate relating to $650 million aggregate principal amount of the Company’s 2.75% Notes, Series A, due20, 2018 (the “Series A Notes”) and $850 million aggregate principal amount of the Company’s 4.25% Notes, Series B, due 2023 (the “Series B Notes”) (incorporated by reference to FE’s Form 8-K filed March 5, 2013, Exhibit 4.1, File No. 333-21011.)



4-2(a)Form of Series A Note (incorporated by reference to FE’s Form 8-K filed March 5, 2013, Exhibit 4.2, File No. 333-21011)



4-2(b)Form of Series B Note, (incorporated by reference to FE’s Form 8-K filed March 5, 2013, Exhibit 4.3, File No. 333-21011).



4-3
Agreement of Resignation, Appointment and Acceptance Among The Bank of New York Mellon, as Resigning Trustee, The Bank of New York Mellon Trust Company, N.A., as Successor Trustee and FirstEnergy Corp., dated May 16, 2012 (incorporated by reference to FE's Form S-3 filed May 18, 2012, Exhibit 4(h), file No. 333-181519).



(B) 10-1
FirstEnergy Corp. 2007 Incentive Plan, effective May 15, 2007. (incorporated by reference to FE’s Form 10-K filed February 25, 2009, Exhibit 10.1, File No. 333-21011).



(B) 10-2
Amendment to FirstEnergy Corp. 2007 Incentive Plan, effective January 1, 2011. (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.5, File No. 333-21011).



(B) 10-3
Amendment No. 2 to FirstEnergy Corp. 2007 Incentive Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-3 File No. 333-21011).



(B) 10-4
Form of 2014-2016 Performance Share Award Agreement (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-4 File No. 333-21011).



(B) 10-5
Form of 2014-2016 Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-5 File No. 333-21011).



(B) 10-6
FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6 File No. 333-21011).



(B) 10-7
Amendment No. 1 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011).



(B) 10-8
Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8 File No. 333-21011).



(B) 10-9
FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9 File No. 333-21011).



(B) 10-10
Amendment to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012. (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011).


212







(B) 10-11
FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11 File No. 333-21011).



(B) 10-12
FirstEnergy Corp. Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-12 File No. 333-21011).



(B) 10-13
Deferred Remuneration Plan for Outside Directors of GPU, Inc. as amended and restated effective August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-O, File No. 001-06047).



(B) 10-14
Retirement Plan for Outside Directors of GPU, Inc. as amended and restated as of August 8, 2000. (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-N, File No. 001-06047).



(B) 10-15
Forms of Estate Enhancement Program Agreements entered into by certain former GPU directors. (incorporated by reference to GPU, Inc. Form 10-K filed March 20, 2000, Exhibit 10-JJ, File No. 001-06047).



(B) 10-16
Stock Option Agreement between FirstEnergy Corp. and an officer dated August 20, 2004. (incorporated by reference to FE’s Form 10-Q filed November 4, 2004, Exhibit 10-42, File No. 333-21011).



10-17
Consent Decree dated March 18, 2005. (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No. 333-21011).



(B) 10-18
Form of 2010-2012 Performance Share Award Agreement effective January 1, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-48, File No. 333-21011).



(B) 10-19
Form of Performance-Adjusted Restricted Stock Unit Award Agreement as of March 8, 2010 (incorporated by reference to FE’s Form 10-K filed February 19, 2010, Exhibit 10-49, File No. 333-21011).



(B) 10-20
Form of Director Indemnification Agreement (incorporated by reference to FE’s 10-Q filed May 7, 2009, Exhibit 10.1, File No. 333-21011).



(B) 10-21
Form of Management Director Indemnification Agreement (incorporated by reference to FE’s 10-Q filed May 7, 2009, Exhibit 10.2, File No. 333-21011).



(B) 10-22
FirstEnergy Corp. Change in Control Severance Plan (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.9, File No. 333-21011).



(B) 10-23
Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.2, File No. 21011).



(B) 10-24
Amendment No. 1 to Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-25 File No. 333-21011).



(B) 10-25
Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011).



(B) 10-26
Amendment No. 1 to Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-27 File No. 333-21011).



(B) 10-27
Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FirstEnergy's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011).



(B) 10-28
Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29 File No. 333-21011).



(B) 10-29
Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30 File No. 333-21011).



10-30
Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FE's Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 333-21011).



10-31
Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, the Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.2, File No. 333-21011).


213







10-32
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed May 13, 2013, Exhibit 10.1, File No. 333-21011).



10-33
Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 10-Q filed November 5, 2013, Exhibit 10.1(a), File No. 333-21011).



10-34
Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of May 8, 2012, May 8, 2013 and October 31, 2013, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, the Potomac Edison Company and West Penn Power Company, as borrowers, The Royal Bank of Scotland plc, as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FE’ s Form 8-K filed April 4, 2014, Exhibit 10.1, File No. 333-21011).



(B) 10-35
Employment Agreement between FirstEnergy Corp. and Anthony J. Alexander, dated March 20, 2012. (incorporated by reference to FE's Form 10-Q filed March 31, 2012, Exhibit 10.1, File No. 333-21011).



(B) 10-36
Form of Officer Indemnification Agreement (incorporated by reference to FirstEnergy's Form 8-K filed July 23, 2012, Exhibit 10.1, File No. 333-21011).



(B) 10-37
Amendment No.1 to the FirstEnergy Corp. Change in Control Severance Plan, amended and restated as of September 18, 2012 (incorporated by reference to FE's Form 10-Q filed November 8, 2012, Exhibit 10.1, File No. 333-21011).



10-38
U.S. $1,000,000,000 Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE's Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 333-21011).



10-39
Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of May 8, 2012, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed May 13, 2013, Exhibit 10.3, File No. 333-21011).



10-40
Amendment, dated as of March 31, 2014 to the Credit Agreement, dated as of May 8, 2012, and as amended as of May 8, 2013, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lending banks and fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed April 4, 2014, Exhibit 10.3, File No. 333-21011).



10-41
Term Loan Credit Agreement, dated as of March 31, 2014, among FE, as borrower, the banks named therein and The Royal Bank of Scotland, plc, as administrative agent (incorporated by reference to FE's Form 8-K filed April 4, 2014, Exhibit 10.4, File No. 333-21011).



10-42
Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FE’s Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011).



(B) 10-43
Executive Severance Benefits Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-44 File No. 333-21011).



(A)(B) 10-44
Amendment No. 2 to the FirstEnergy Corp. Change in Control Severance Plan.



(A)(B) 10-45
Amendment No. 1 to the FirstEnergy Corp. Executive Deferred Compensation Plan, dated as of January 23, 2014.
(A)(B) 10-46Executive Short-Term Incentive Program.
(A)(B) 10-47Form of 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement.
(A)(B) 10-48Form of 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement.
(A)(B) 10-49Form of Restricted Stock Agreement.


214




(A) 12
Consolidated ratios of earnings to fixed charges.



(A) 21
List of Subsidiaries of the Registrant at December 31, 2014.



(A) 23
Consent of Independent Registered Public Accounting Firm.



(A) 31-1
Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).



(A) 31-2
Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).



(A) 32
Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.



101
The following materials from the Annual Report on Form 10-K for First Energy Corp. for the period ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) related notes to these financial statements and (v) document and entity information.




Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
(A)
Provided herein in electronic format as an exhibit.
(B)
Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstEnergy has not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of its respective total assets, but hereby agrees to furnish to the SEC on request any such documents.

FES

Exhibit
Number





3-1

Articles of Incorporation of FirstEnergy Solutions Corp., as amended August 31, 2001. (incorporated by reference to FES’ Form S-4 filed August 6, 2007, Exhibit 3.2, File No. 333-145140-01).




3-2

Amended and Restated Code of Regulations of FirstEnergy Solutions Corp. effective as of August 26, 2009 (incorporated by reference to FES’ Form 8-K filed August 27, 2009, Exhibit 3.1, File No. 000-53742).




4-1

Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) to The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1, File No. 333-145140-01).




4-1
(a)First Supplemental Indenture dated as of June 25, 2008 (including Form of First Mortgage Bonds, Guarantee Series A of 2008 due 2009 and Form of First Mortgage Bonds, Guarantee Series B of 2008 due 2009). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(a), File No. 333-145140-01).




4-1
(b)Second Supplemental Indenture dated as of March 1, 2009 (including Form of First Mortgage Bonds, Guarantee Series A of 2009 due 2014 and Form of First Mortgage Bonds, Guarantee Series B of 2009 due 2023). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(b), File No. 333-145140-01).




4-1
(c)Third Supplemental Indenture dated as of March 31, 2009 (including Form of First Mortgage Bonds, Collateral Series A of 2009 due 2011). (incorporated by reference to FES’ 10-Q filed May 7, 2009, Exhibit 4.1(c), File No. 333-145140-01).




4-1
(d)Fourth Supplemental Indenture, dated as of June 15, 2009 (including Form of First Mortgage Bonds, Guarantee Series C of 2009 due 2018, Form of First Mortgage Bonds, Guarantee Series D of 2009 due 2029, Form of First Mortgage Bonds, Guarantee Series E of 2009 due 2029, Form of First Mortgage Bonds, Collateral Series B of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series C of 2009 due 2011). (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.3, File No. 333-145140-01).




4-1
(e)Fifth Supplemental Indenture, dated as of June 30, 2009 (including Form of First Mortgage Bonds, Guarantee Series F of 2009 due 2047, Form of First Mortgage Bonds, Guarantee Series G of 2009 due 2018 and Form of First Mortgage Bonds, Guarantee Series H of 2009 due 2018). (incorporated by reference to FES’ Form 8-K filed July 6, 2009, Exhibit 4.2, File No. 333-145140-01).




4-1
(f)Sixth Supplemental Indenture, dated as of December 1, 2009 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES’ Form 8-K filed December 4, 2009, Exhibit 4.2, File No. 000-53742).






215




4-1
(g)Seventh Supplemental Indenture dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.1(g), File No. 000-53742).




4-2

Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.1, File No. 333-145140-01).




4-2
(a)First Supplemental Indenture, dated as of June 15, 2009 (including Form of First Mortgage Bonds, Guarantee Series A of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series B of 2009 due 2011, Form of First Mortgage Bonds, Collateral Series A of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series B of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series C of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series D of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series E of 2009 due 2010, Form of First Mortgage Bonds, Collateral Series F of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series G of 2009 due 2011). (incorporated by reference to FES’ Form 8-K filed June 19, 2009, Exhibit 4.2(i), File No. 333-145140-01).




4-2
(b)Second Supplemental Indenture, dated as of June 30, 2009 (including Form of First Mortgage Bonds, Guarantee Series C of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series D of 2009 due 2033, Form of First Mortgage Bonds, Guarantee Series E of 2009 due 2033, Form of First Mortgage Bonds, Collateral Series H of 2009 due 2011, Form of First Mortgage Bonds, Collateral Series I of 2009 due 2011 and Form of First Mortgage Bonds, Collateral Series J of 2009 due 2010). (incorporated by reference to FES’ Form 8-K filed July 6, 2009, Exhibit 4.1, File No. 333-145140-01).




4-2
(c)Third Supplemental Indenture, dated as of December 1, 2009 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012). (incorporated by reference to FES’ Form 8-K filed December 4, 2009, Exhibit 4.1, File No. 000-53742).




4-2
(d)Fourth Supplemental Indenture, dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.2(d), File No. 000-53742).




4-3

Indenture, dated as of August 1, 2009, between FirstEnergy Solutions Corp. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to FES’ Form 8-K filed August 7, 2009, Exhibit 4.1, File No. 000-53742).




4-3
(a)First Supplemental Indenture, dated as of August 1, 2009 (including Form of 4.80% Senior Notes due 2015, Form of 6.05% Senior Notes due 2021 and Form of 6.80% Senior Notes due 2039). (incorporated by reference to FES’ Form 8-K filed August 7, 2009, Exhibit 4.2, File No. 000-53742).




10-1

Form of 6.85% Exchange Certificate due 2034. (incorporated by reference to FES’ Form S-4 filed August 6, 2007, Exhibit 4.1, File No. 333-145140-01).




10-2

Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-9, File No. 333-21011).




10-3

Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between the applicable Lessor and The Bank of New York Trust Company, N.A., as Indenture Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-3, File No. 333-21011).




10-4

6.85% Lessor Note due 2034. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-3, File No. 333-21011).




10-5

Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), as Lessee, FirstEnergy Solutions Corp., as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-1, File No. 333-21011).




10-6

Trust Agreement, dated as of June 26, 2007, between the applicable Owner Participant and U.S. Bank Trust National Association, as Owner Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-2, File No. 333-21011).




10-7

Pass Through Trust Agreement, dated as of June 26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), FirstEnergy Solutions Corp., and The Bank of New York Trust Company, N.A., as Pass Through Trustee. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-12, File No. 333-21011).




10-8

Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-5, File No. 333-21011).




10-9

Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-6, File No. 333-21011).






216




10-10

Site Lease, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-7, File No. 333-21011).




10-11

Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-8, File No. 333-21011).




10-12

Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-10, File No. 333-21011).




10-13

Second Amendment to the Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of July 1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), The Cleveland Electric Illuminating Company and The Toledo Edison Company. (incorporated by reference to FE’s Form 8-K/A filed August 2, 2007, Exhibit 10-11, File No. 333-21011).




10-14

Guaranty, dated as of March 26, 2007, by FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.39, File No. 333-145140-01).




10-15

Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.40, File No. 333-145140-01).




10-16

Guaranty, dated as of March 26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.41, File No. 333-145140-01).




10-17

Guaranty, dated as of March 26, 2007, by FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES’ Form S-4/A filed August 20, 2007, Exhibit 10.42, File No. 333-145140-01).




(B) 10-18

Form of Trust Indenture dated as of December 1, 2005 between Ohio Water Development Authority and JP Morgan Trust Company, as Trustee, related to issuance of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) pollution control revenue refunding bonds. (incorporated by reference to FE’s Form 10-K filed March 2, 2006, Exhibit 10-59, File No. 333-21011).




(B) 10-19

Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2005. (incorporated by reference to FE’s Form 10-K filed March 2, 2006, Exhibit 10-63, File No. 333-21011).




(C) 10-20

Form of Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FE’s Form 10-Q filed May 9, 2006, Exhibit 10-3, File No. 333-21011).




(C) 10-21

Form of Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) dated as of April 1, 2006. (incorporated by reference to FE’s Form 10-Q filed May 9, 2006, Exhibit 10-4, File No. 333-21011).




(D) 10-22

Form of Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project). (incorporated by reference to FE’s Form 10-K filed February 28, 2007, Exhibit 10-77, File No. 333-21011).




(D) 10-23

Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) dated as of December 1, 2006. (incorporated by reference to FE’s Form 10-K filed February 28, 2007, Exhibit 10-80, File No. 333-21011).




(B) 10-24

First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Water Development Authority, as issuer, and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Generation Corp.). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.1, File No. 000-53742).




(B) 10-25

First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Air Quality Development Authority, as issuer, and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.). (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.2, File No. 000-53742).




10-26

First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (FirstEnergy Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Generation Corp. (incorporated by reference to FES’ Form 10-Q filed August 7, 2012, Exhibit 10.1, File No. 000-53742).


217








10-27

First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), dated as of April 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.2, File No. 000-53742).




10-28

First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Nuclear Generation, LLC (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.3, File No. 000-53742).




10-29

First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Nuclear Generation, LLC (f/k/a (FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.4, File No. 000-53742).




10-30

Credit Agreement, dated as of June 17, 2011, among FirstEnergy Solutions Corp., and Allegheny Energy Supply Company, LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein. (incorporated by reference to FES' Form 10-Q filed August 2, 2011, Exhibit 10.1, File No. 000-53742).




10-31

Amendment, dated as of May 8, 2012, to the Credit Agreement, dated as of June 17, 2011, among FirstEnergy Solutions Corp., and Allegheny Energy Supply Company, LLC, as borrowers, JP Morgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 8-K filed May 11, 2012, Exhibit 10.3, File No. 000-53742).




10-32

Amendment, dated as of May 8, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 8-K filed May 13, 2013, Exhibit 10.2, File No. 000-53742).




10-33

Amendment, dated as of October 31, 2013, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011 and May 8, 2012 and May 8, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES' Form 10-Q filed November 5, 2013, Exhibit 10.1(b), File No. 000-53742).




10-34

Amendment, dated as of March 31, 2014, to the Credit Agreement, dated as of June 17, 2011, as amended as of October 3, 2011, May 8, 2012 and May 8, 2013 and October 31, 2013, among FirstEnergy Solutions Corp. and Allegheny Energy Supply Company, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lending banks, fronting banks and swing line lenders identified therein (incorporated by reference to FES’ Form 8-K filed April 4, 2014, Exhibit 10.2, File No. 000-53742).




(A) 31-1

Certification of chief executive officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).




(A) 31-2

Certification of chief financial officer, as adopted pursuant to Rule 13a-15(e)/15d-15(e).




(A) 32

Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. §1350.




101

The following materials from the Annual Report on Form 10-K for FirstEnergy Solutions Corp. for the period ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) related notes to these financial statements and (v) document and entity information.




(A)

Provided herein in electronic format as an exhibit.




(B)

Four substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to four other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, the Ohio Air Quality Authority and Beaver County Industrial Development Authority, Pennsylvania, relating to pollution control notes of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).




(C)

Three substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to three other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority and the Beaver County Industrial Development Authority relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).






218




(D)

Seven substantially similar agreements, each dated as of the same date, were executed and delivered by the registrant and its affiliates with respect to one other series of pollution control revenue refunding bonds issued by the Ohio Water Development Authority, three other series of pollution control bonds issued by the Ohio Air Quality Development Authority and the three other series of pollution control bonds issued by the Beaver County Industrial Development Authority, relating to pollution control notes of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.).

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FES has not filed as an exhibit to this Form 10-K any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of its respective total assets, but hereby agrees to furnish to the SEC on request any such documents.





219226