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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, 20172019


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.CORP 34-1843785
  (AnOhioCorporation)  
  76 South Main Street  
  AkronOH44308  
  
Telephone
(800)736-3402736-3402  
     
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:
RegistrantTitle of Each Class 
Trading Symbol
Name of Each Exchange
on Which Registered
FirstEnergy Corp.Common Stock, $0.10 par value per share FENew York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RegistrantTitle of Class
FirstEnergy Solutions Corp.Common Stock, no par value per share
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
Yes þ
Noo
 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.
Yeso
Noþ 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
Yes þ
Noo
 FirstEnergy Corp. and FirstEnergy Solutions Corp.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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.
þYes
No
 FirstEnergy Corp.
þFirstEnergy Solutions Corp.


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filerþ
FirstEnergy Corp.
  
Accelerated Filero
N/A
  
Non-accelerated Filer (Do not check
if a smaller reporting company)
þ
FirstEnergy Solutions Corp.
  
Smaller Reporting Companyo
N/A
  
Emerging Growth Companyo
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).
Yeso
Noþ 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., $12,919,874,051$22,724,895,037 as of June 30, 2017; and for FirstEnergy Solutions Corp., none.2019
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
  OUTSTANDING
CLASS AS OF JANUARY 31, 20182020
FirstEnergy Corp.,Common Stock, $0.10 par value 475,589,829540,713,909
FirstEnergy Solutions Corp., no par value7

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 20182020 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 15, 201819, 2020 Part III
This combined Form 10-K is separately filed by FirstEnergy Corp. and FirstEnergy Solutions Corp. Information contained herein relating to an individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to the other registrant, except that information relating to FirstEnergy Solutions Corp. is also attributable 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) of 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 the Registrants include those factors discussed herein, including those factors with respect to such Registrants discussed in (a) Item 1A. Risk Factors, (b) 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. 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. Neither of the Registrants undertake any obligation to update these statements, except as required by law.



TABLE OF CONTENTS
 Page
  
  
Part I.I 
  
Item 1. Business
  
Maryland Regulatory Matters
Maryland
West Virginia Regulatory Matters
FERC Regulatory Matters
Information About Our Executive Officers
FirstEnergy Website and Other Social Media Sites and Applications
  
  
  
  
  
Item 4. Mine Safety Disclosures
  
  
  
  
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


i







TABLE OF CONTENTS
 Page
  
  
  
 
Consolidated Statements of Stockholders' Equity
Notes to Consolidated Financial Statements
  
  
  
  
  
  
  
  
  
  
  
  
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, formerly a generation subsidiary of AE Supply and equity method investeethat became a wholly owned subsidiary of MP in May 2018
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
BU EnergyBSPCBuchanan EnergyBay Shore Power 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, formerly a reportable operating segment of FirstEnergy
FEFirstEnergy Corp., a public utility holding company
FELHCFirstEnergy License Holding Company
FENOCFirstEnergy Nuclear Operating Company, a subsidiary of FE, which operates NG's nuclear generating facilities
FESFirstEnergy Solutions Corp., together with its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C., and FGMUC, which provides energy-related products and services
FES DebtorsFES and FENOC
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-ownedwholly owned subsidiary of FES, which owns and operates non-nuclear generating facilities
FGMUCFirstEnergy Generation Mansfield Unit 1 Corp., a wholly owned subsidiary of FG, which has certain leasehold interests in a portion of Unit 1 at the Bruce Mansfield plant
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 RailGlobal 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 FE on November 7, 2001
Green ValleyGPUNGreen Valley Hydro, LLC,GPU Nuclear, Inc., a subsidiary of FE, which owned hydroelectric generating stationsoperates TMI-2
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 wholly owned 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
Signal PeakSignal 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
Transmission CompaniesATSI, MAIT and TrAIL
UtilitiesOE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP
WPWest Penn Power Company, a Pennsylvania electric utility operating subsidiary


iii




The following abbreviations and acronyms are used to identify frequently used terms in this report:
AAAAmerican Arbitration Association
ACEAffordable Clean EnergyEDCElectric Distribution Company
ADITAccumulated Deferred Income Taxes

iii




GLOSSARY OF TERMS, Continued

EDCPExecutive Deferred Compensation Plan
AEPAmerican Electric Power Company, Inc.EDISElectric Distribution Investment Surcharge
AFSAvailable-for-saleEE&CEnergy Efficiency and Conservation
AFUDCAllowance for Funds Used During ConstructionEGSElectric Generation Supplier
ALJAdministrative Law JudgeEGUElectric Generation Units
AMTAlternative Minimum TaxEmPOWER MarylandEmPOWER Maryland Energy Efficiency Act
ANIAmerican Nuclear InsurersENECExpanded Net Energy Cost
AOCIAccumulated Other Comprehensive IncomeEPAUnited States Environmental Protection Agency
AROAsset Retirement ObligationEPSEarnings per Share
ARPAlternative Revenue ProgramEROElectric Reliability Organization
ASCAccounting Standard CodificationESOPEmployee Stock Ownership Plan
ASUAccounting Standards UpdateESP IVElectric Security Plan IV
AYE DCDAllegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of DirectorsFacebook®Facebook is a registered trademark of Facebook, Inc.
AYE Director's PlanAllegheny Energy, Inc. Non-Employee Director Stock PlanFASBFinancial Accounting Standards Board
Bankruptcy CourtU.S. Bankruptcy Court in the Northern District of Ohio in AkronFE TomorrowFirstEnergy's initiative launched in late 2016 to identify its optimal organizational structure and properly align corporate costs and systems to efficiently support a fully regulated company going forward
Bath CountyBath County Pumped Storage Hydro-Power StationFERCFederal Energy Regulatory Commission
BGSBasic Generation Service
bpsBasis pointsFES BankruptcyFES Debtors' voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court
BNSFBNSF Railway CompanyFitchFitch Ratings
BRAbpsPJM RPM Base Residual AuctionBasis pointsFMBFirst Mortgage Bond
CAAClean Air ActFPAFederal Power Act
CBACollective Bargaining AgreementFTRFinancial Transmission Right
CCRCoal Combustion ResidualsGAAPAccounting Principles Generally Accepted in the United States of America
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980GHGGreenhouse Gases
CFLCompact Fluorescent LightIBEWInternational Brotherhood of Electrical Workers
CFRCode of Federal Regulations
CFTCCommodity Futures Trading CommissionICP 2007FirstEnergy Corp. 2007 Incentive Compensation Plan
CO2
CO2
Carbon DioxideICP 2015FirstEnergy Corp. 2015 Incentive Compensation Plan
CPPEPA's Clean Power PlanIIPInfrastructure Investment Program
CSAPRCross-State Air Pollution RuleIRSInternal Revenue Service
CSXCSX Transportation, Inc.ISOIndependent System Operator
CTAConsolidated Tax AdjustmentJCP&L Reliability PlusJCP&L Reliability Plus IIP
CWAClean Water ActkVKilovolt
D.C. CircuitUnited States Court of Appeals for the District of Columbia CircuitKWHKilowatt-hour
DCPDDeferred Compensation Plan for Outside DirectorsLBRLittle Blue Run
DCRDelivery Capital RecoveryLEDLight Emitting Diode
DMRDistribution Modernization Rider
DOEUnited States Department of EnergyLIBORLondon Interbank Offered Rate
DPMDistribution Platform Modernization
DRDemand ResponseLOCLetter of Credit
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
EmPOWER MarylandEmPOWER 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
HClHydrochloric Acid
IBEWInternational Brotherhood of Electrical Workers
ICEIntercontinental Exchange, Inc.
ICP 2007FirstEnergy Corp. 2007 Incentive Plan
ICP 2015FirstEnergy Corp. 2015 Incentive Compensation Plan
IIPInvestment Infrastructure Program
IRPIntegrated Resource Plan
IRSInternal Revenue Service
ISOIndependent System Operator
kVKilovolt
kWKilowatt
KWHKilowatt-hour
LBRLittle Blue Run
LEDLight Emitting Diode
LOCLetter of Credit
LSELoad Serving Entity
LS PowerLS Power Equity Partners III, LP
DSPDefault Service PlanLSELoad Serving Entity
DTADeferred Tax AssetLTIIPsLong-Term Infrastructure Improvement Plans
MATSE&PMercuryEarnings and Air Toxics StandardsProfits
MDPSCMaryland Public Service Commission

iv




MGPManufactured Gas PlantsPPBParts per Billion
MISOMidcontinent Independent System Operator, Inc.
MLPMaster Limited PartnershipPPUCPennsylvania Public Utility Commission
mmBTUOne Million British Thermal Units
Moody’sMoody’s Investors Service, Inc.
MOPRMinimum Offer Price Rule
MVPMulti-Value Project
MWMegawatt
MWHMegawatt-hour
NAAQSNational Ambient Air Quality Standards
NDTNuclear Decommissioning Trust
NEILNuclear Electric Insurance Limited
NERCNorth American Electric Reliability Corporation
NJAPANew Jersey Administrative Procedure Act
NJBPUNew Jersey Board of Public Utilities
NOLNet Operating Loss
NOPRNotice of Proposed Rulemaking
NOVNotice of Violation
NOxNitrogen Oxide
NPDESNational Pollutant Discharge Elimination System
NRCNuclear Regulatory Commission
NSNorfolk Southern Corporation
NSRNew Source Review
NUGNon-Utility Generation
NYPSCNew York State Public Service Commission

v




GLOSSARY OF TERMS, Continued

OCAOffice of Consumer Advocate
OCCOhio Consumers' Counsel
OPEBOther Post-Employment Benefits
OPEIUOffice and Professional Employees International Union
ORCOhio Revised Code
OTCOver The Counter
OTTIOther-Than-Temporary Impairments
OVECOhio Valley Electric Corporation
PA DEPPennsylvania Department of Environmental Protection
PCBPolychlorinated Biphenyl
PCRBPollution Control Revenue Bond
PJMPJM Interconnection, L.L.C.
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
PUCOPublic Utilities Commission of Ohio
Moody’sMoody’s Investors Service, Inc.PURPAPublic Utility Regulatory Policies Act of 1978
R&DMWResearch and DevelopmentMegawatt
RCRAResource Conservation and Recovery Act
MWHMegawatt-hourRECRenewable Energy Credit
NAAQSNational Ambient Air Quality StandardsRegulation FDRegulation Fair Disclosure promulgated by the SEC
REITNAVReal Estate Investment TrustNet Asset ValueRFCReliabilityFirst Corporation
RFCNDT
ReliabilityFirst Corporation
Nuclear Decommissioning Trust
RFPRequest for Proposal
NEILNuclear Electric Insurance LimitedRGGIRegional Greenhouse Gas Initiative
NERCNorth American Electric Reliability CorporationROEReturn on Equity
RPMNJBPUReliability Pricing Model
RRSNew Jersey Board of Public UtilitiesRetail Rate Stability
RSSRich Site Summary
NMBNon-Market BasedRSURestricted Stock Unit
NOLNet Operating LossRTEPRegional Transmission Expansion Plan
NOxNitrogen OxideRTORegional Transmission Organization
RWGNPDESRestructuring Working GroupNational Pollutant Discharge Elimination System
S&PStandard & Poor’s Ratings Service
SB310NRCSubstitute Senate Bill No. 310Nuclear Regulatory Commission
SBCSocietal Benefits Charge
NSRNew Source ReviewSCOHSupreme Court of Ohio
NUGNon-Utility GenerationSECUnited States Securities and Exchange Commission
Seventh CircuitNYPSCUnited States Court of Appeals for the Seventh CircuitNew York State Public Service Commission
SIPState Implementation Plan(s) Under the Clean Air Act
Sixth CircuitOCAUnited States CourtOffice of Appeals for the Sixth CircuitConsumer Advocate
SO2
SO2Sulfur Dioxide
OCCOhio Consumers' CounselSOSStandard Offer Service
OEPAOhio Environmental Protection AgencySPESpecial Purpose Entity
SRCOMAEGStorm Recovery ChargeOhio Manufacturers' Association Energy Group
SRECSolar Renewable Energy Credit
SSAOPEBSocial Security Administration

vi




GLOSSARY OF TERMS, Continued

Other Post-Employment Benefits
SSOStandard Service Offer
OPEIUOffice and Professional Employees International UnionSVCStatic Var Compensator
OPICOther Paid-in CapitalTax ActTax Cuts and Jobs Act adopted December 22, 2017
TDSOSHATotal Dissolved SolidOccupational Safety and Health Administration
TMI-2Three Mile Island Unit 2
TOOVECTransmission OwnerOhio Valley Electric Corporation
Twitter®Twitter is a registered trademark of Twitter, Inc.
PA DEPPennsylvania Department of Environmental ProtectionUCCOfficial committee of unsecured creditors appointed in connection with the FES Bankruptcy
PCRBPollution Control Revenue BondUWUAUtility Workers Union of America
PJMPJM Interconnection, L.L.C.VEPCOVirginia Electric and Power Company
PJM RegionThe aggregate of the zones within PJMVIEVariable Interest Entity
VMPPJM TariffVegetation Management PlanPJM Open Access Transmission Tariff
VMSVegetation Management Surcharge
POLRProvider of Last ResortVSCCVirginia State Corporation Commission
WVDEPPORWest Virginia DepartmentPurchase of Environmental ProtectionReceivables
WVPSCPublic Service Commission of West Virginia
PPAPurchase Power Agreement


viiv







PART I
ITEM 1.BUSINESS
The Companies


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, AGC, PE, WP, and 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: AESC, FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., GPU Nuclear, Inc. andGPUN, Allegheny Ventures, Inc., and Suvon, LLC doing business as both FirstEnergy Home and FirstEnergy Advisors.


FE and its subsidiaries are principally involved in the generation, transmission, distribution and distributiongeneration 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. AGC, JCP&L and MP control 3,790 MWs of total capacity.
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, PEthe Utilities and WP) and its transmission subsidiaries (ATSI, MAIT and TrAIL).Transmission Companies.


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), and 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 its four natural gas generating plants and expects to complete the sale of approximately 59% of AGC’s interest in the Bath County hydroelectric power station and BU 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 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.

Regulated 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 13.3 million.


OE was organized under 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 owns all of Penn’s outstanding common stock. Penn was organized under 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 Ohio. Penn furnishes electric service to communities in 1,100 square miles of western Pennsylvania. The area it serves has a population of approximately 0.4 million.




CEI was organized under 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 1.6 million.


TE was organized under 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.


JCP&L was organized under 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 MWs) in athe Yard's Creek hydroelectric generating facility.


ME was organized under Pennsylvania law in 1917 and owns property and does business as an electric public utility in that state. ME provides 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 transferred its transmission assets to MAIT on January 31, 2017.


PN was organized under Pennsylvania law in 1919 and owns property and does business as an electric public utility in that state. PN provides distribution services in 17,600 square miles of western, northern and south central Pennsylvania. The area it serves has a population of approximately 1.2 million.Also, PN, as lessee of the property of its subsidiary, The Waverly Electric Light & Power Company, also serves approximately 4,000 customers in the Waverly, New York vicinity. Additionally, as discussed in "FERC Matters" below,The area PN transferred its transmission assets to MAIT on January 31, 2017.serves has a population of approximately 1.2 million.


PE was organized under Maryland law in 1923 and under Virginia law in 1974. PE is authorized to do business in Virginia, 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.


MP was organized under 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, 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 owns or contractually controls 3,580 MWs of generation capacity that is supplied to its electric utility business, including a 16.25% undivided interest in the Bath County, Virginia pumped-storage hydroelectric generation facility (487 MWs) through AGC, which was organized under Virginia law in 1981 and became a wholly owned subsidiary of MP in May 2018.



WP was organized under 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 1.5 million.


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

Regulated Transmission Operating Subsidiaries


ATSI was organized under Ohio law in 1998. ATSI owns major, high-voltage transmission facilities, which consist of approximately 7,8007,890 circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV in the PJM Region.


TrAIL was organized under Maryland law and 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 VEPCO 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.


MAIT was organized under Delaware law in 2015. As discussed in "FERC Matters" below, ME and PN transferred theirMAIT owns high-voltage transmission facilities, to MAIT on January 31, 2017. The assets transferredwhich consist of approximately 4,2344,260 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 PJM Region.


Each of ATSI, MAIT and TrAIL plans, operates, and maintains its transmission system in accordance with NERC reliability standards, and other applicable regulatory requirements. In addition, each of ATSI, MAIT and TrAIL complies with the regulations, orders, policies and practices prescribed by the SEC, FERC and applicable state regulatory authorities.



Service Company


FESC provides legal, financial and other corporate support services at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy companies. In addition, pursuant to the FES Bankruptcy settlement agreement discussed below, FE will extend the availability of shared services to the FES Debtors until no later than June 30, 2020, subject to reductions in services if requested by the FES Debtors.


Legacy CES Subsidiaries

On March 31, 2018, the FES Debtors announced that, in order to facilitate an orderly financial restructuring, they filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court. As a result of the bankruptcy filings, FirstEnergy concluded that it no longer had a controlling interest in the FES Debtors as the entities are subject to the jurisdiction of the Bankruptcy Court and, accordingly, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy’s consolidated financial statements. Since such time, FE has accounted and will account for its investments in the FES Debtors at fair values of zero. FE concluded that in connection with the disposal, the FES Debtors became discontinued operations.

AE Supply was organized under Delaware law in 1999. AE Supply previously provided energy-related products and services primarily to wholesale customers. As part of the FES Bankruptcy settlement agreement, discussed below, AE Supply transferred the Pleasants Power Station and related assets to a newly formed subsidiary of FG on January 30, 2020. AE Supply will continue to provide Pleasants Power Station disposal access to the McElroy's Run Impoundment Facility pursuant to a separate agreement among the parties.
Substantially all of FirstEnergy’s subsidiaries’ operations that previously comprised the CES reportable operating segment, including FES, FENOC, BSPC and a portion of AE Supply (including the Pleasants Power Station), are presented as discontinued operations in FirstEnergy’s consolidated financial statements resulting from the FES Bankruptcy and actions taken as part of the strategic review to exit commodity-exposed generation.

Operating Segments


FirstEnergy's reportable operating segments are as follows:comprised of the Regulated Distribution and Regulated Transmission and CES.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 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 and delivering electric generation andfrom transmission facilities to customers, including the deferral and amortization of certain fuelrelated 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, 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 forward-looking and stated rates recover costs and provide a return on transmission capital investment. Under forward-looking rates, the 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, Maryland, Michigan, New Jersey and 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.

Interest expense on stand-alone holding company debt, corporate income 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, 2017, Corporate/Other had $6.8 billion of stand-alone holding company long-term debt, of which $1.45 billion was subject to variable-interest rates, and $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 is provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Note 19, "Segment Information," of the Combined Notes to Consolidated Financial Statements. FES does not have separate reportable operating segments.

Competitive Generation

As of January 31, 2018, FirstEnergy’s competitive generating portfolio consists of 12,303 MWs of electric generating capacity. Of the competitive generation asset portfolio, approximately 6,136 MWs (49.9%) consist of coal-fired capacity; 4,048 MWs (32.9%) consist of nuclear capacity; 713 MWs (5.8%) consist of hydroelectric capacity; 733 MWs (6.0%) consist of oil and natural gas units; 496 MWs (4.0%) consist of wind and solar power arrangements; and 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 CES' generation portfolio, 10,180 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 Bruce 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 2,123 MWs of the CES' portfolio consists of AE Supply's facilities, including AE Supply's entitlement to 713 MWs from AGC's interest in Bath County and 67 MWs 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 West Virginia, Virginia and Ohio.

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 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: 210 MWs consist of JCP&L's 50% ownership interest in the Yard's Creek hydroelectric facility in New Jersey; and 3,580 MWs consist of MP's facilities, including 487 MWs from AGC's interest in the Bath County hydroelectric facility in Virginia that MP partially owns, and 11 MWs of MP's 0.49% entitlement from OVEC's generation output. MP's other generation facilities are concentrated primarilylocated in West Virginia. On December 16, 2016,

The Regulated Transmission segment provides transmission infrastructure owned and operated by the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, issued an RFPPE and WP) to address itstransmit electricity from generation shortfall previously identified insources to distribution facilities.


The segment's revenues are primarily derived from forward-looking formula rates at the IRP filed withTransmission Companies as well as stated transmission rates at JCP&L, MP, PE and WP. Effective January 1, 2020, JPC&L's transmission rates became forward-looking formula rates, subject to refund, pending further hearing and settlement proceedings. Both the WVPSC. The IRP identifiedforward-looking formula and stated rates recover costs that the regulatory agencies determine are permitted to be recovered and provide a capacity shortfall for MP starting in 2016 and exceeding 700 MWs by 2020 and 850 MWs by 2027. AE Supply wasreturn on transmission capital investment. Under forward-looking formula rates, 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,revenue requirement is updated annually based on a projected rate base and projected costs, which is subject to an annual true-up based on actual costs. The segment's results also reflect the FERC rulingnet transmission expenses related to the delivery of electricity on FirstEnergy's transmission facilities.

Corporate/Other reflects corporate support not charged to FE's subsidiaries, interest expense on FE’s holding company debt and other businesses that do not constitute an operating segment. Additionally, reconciling adjustments for the conditionselimination of inter-segment transactions and discontinued operations are included in the WVPSC order, MP andCorporate/Other. As of December 31, 2019, 67 MWs of electric generating capacity, representing AE Supply terminated the asset purchase agreement.Supply's OVEC capacity entitlement, was included in continuing operations of Corporate/Other. As of December 31, 2019, Corporate/Other had approximately $7.1 billion of FE holding company debt.
Utility Regulation
Regulatory Accounting

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities and the Transmission Companies 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 and the Transmission Companies recognize, as regulatory assets and regulatory liabilities, costs which FERC and the various state utility commissions, as applicable, have authorized for recovery from/return 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/credited to income as incurred. All regulatory assets and liabilities are expected to be recovered from/returned to customers. Based on current ratemaking procedures, the Utilities and the Transmission Companies continue to collect cost-based rates for their transmission and distribution services; accordingly, it is appropriate that the Utilities and the Transmission Companies continue the application of regulatory accounting to those operations. 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 regulatory assets and liabilities are removed from the balance sheet in accordance with GAAP.
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 Ohio by the PUCO, 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, Maryland, Michigan, New Jersey and 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, Further, 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.


FollowingThe following table summarizes the adoptionkey terms of base distribution rate orders in effect for the Tax Act, various state regulatory proceedings have been initiated to investigate the impactUtilities as 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.December 31, 2019:
CompanyRates EffectiveAllowed Debt/EquityAllowed ROE
CEIMay 200951% / 49%10.5%
ME(1)
January 201748.8% / 51.2%
Settled(2)
MPFebruary 201554% / 46%
Settled(2)
JCP&LJanuary 201755% / 45%9.6%
OEJanuary 200951% / 49%10.5%
PE (West Virginia)February 201554% / 46%
Settled(2)
PE (Maryland)March 201947% / 53%9.65%
PN(1)
January 201747.4% / 52.6%
Settled(2)
Penn(1)
January 201749.9% / 50.1%
Settled(2)
TEJanuary 200951% / 49%10.5%
WP(1)
January 201749.7% / 50.3%
Settled(2)
(1)Reflects filed debt/equity as final settlement/orders do not specifically include capital structure.
(2) Commission-approved settlement agreements did not disclose ROE rates.





3




Federal Regulation


With respect to their wholesale services and rates, the Utilities, AE Supply, ATSI, AGC, FES, FG, MAIT, NG and TrAILthe Transmission Companies are subject to regulation by FERC. Under the FPA, FERC regulates rates and terms and conditions of service 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, MAIT, MP, PE, WP and TrAILthe Transmission Companies to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of ATSI, JCP&L, MAIT, MP, PE, WP and TrAILthe Transmission Companies are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the PJM Tariff. See "FERC Regulatory Matters" below.


To date,The following table summarizes the key terms of rate orders in effect for transmission customer billings for FirstEnergy's transmission owner entities as of December 31, 2019:
CompanyRates EffectiveCapital StructureAllowed ROE
ATSIJanuary 1, 2015Actual (13 month average)10.38%
JCP&L
June 1, 2017(1)
Settled(1)(3)
Settled(1)(3)
MP
March 21, 2018(2)
Settled(3)
Settled(3)
PE
March 21, 2018(2)
Settled(3)
Settled(3)
WP
March 21, 2018(2)
Settled(3)
Settled(3)
MAITJuly 1, 2017Lower of Actual (13 month average) or 60%10.3%
TrAILJuly 1, 2008Actual (year-end)
12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects)
(1) Effective on January 1, 2020, JCP&L has implemented a forward-looking formula rate, which has been accepted by FERC, has yetsubject to issue guidance to address how to reflect the impacts resulting from therefund, pending further hearing and settlement proceedings.
(2) See FERC Actions on Tax Act in customer rates. Management continues to monitor and investigate the impact of changes to federal regulation resulting from the Tax Act.below.

(3) FERC-approved settlement agreements did not specify.
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 and certain of its subsidiaries, Buchanan Generation and Green Valley 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, 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 and certain of its subsidiaries, Buchanan Generation and Green Valley, like other entities granted market-based rate authority, must file electronic quarterly reports with FERC listing their sales transactions for the prior quarter. However, consistent with its historical practice, FERC has granted AE Supply, FES and certain of its subsidiaries, Buchanan Generation and Green Valley 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 and certain of its subsidiaries, Buchanan Generation and Green Valley blanket authority to issue securities and assume liabilities under Section 204 of the FPA.

The nuclear generating facilities owned and leased by NG 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, 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" 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, FENOC, ATSI, MAIT and TrAIL.the Transmission Companies. 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 eightsix regional entities, including RFC. All of FirstEnergy'sthe facilities that FirstEnergy operates 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 material 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, andor 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, MAIT 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, MAIT and TrAIL continue to collect cost-based rates for their transmission and distribution services; accordingly, it is appropriate that the Utilities, AGC, ATSI, MAIT and TrAIL continue the application of regulatory accounting to those operations. 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 operates under MDPSC approved base rates that were effective as of March 23, 2019. PE also 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-party monitor. Although settlements with respect to SOS supply for PE customers have expired, service continues in the same manner until changed by order of the MDPSC. 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 and demand and requiringprogram requires each electric utility to file a plan every three years. On July 16, 2015, the MDPSC issued an order setting new incremental energy savings goals for 2017to reduce electric consumption and beyond, beginning with the goal of 0.97% savings achieved under PE's current plan for 2016, and increasingdemand 0.2% per year, thereafter to reach 2%. The Maryland legislature in April 2017 adopted a statute requiring the same 0.2% per year increase, up to the ultimate goal of 2% annual savings, for the duration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs and services are available. The costs of PE's 2015-2017 plan 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 22, 2017, the MDPSC issued an order approving the 2018-2020 plan with various modifications.PE 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.



On February 27, 2013,January 19, 2018, PE filed a joint petition along with other utility companies, work group stakeholders and the MDPSC issued an order requiring the Maryland electric utilitiesvehicle work group leader to submit analyses relating to the costs and benefits of making further system and staffing enhancementsimplement a statewide electric vehicle portfolio in order to attempt to reduce storm outage durations.PE's 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 2013 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 2013 Order. On July 1, 2014, the Staff of theconnection with a 2016 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, 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 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 issued a ruling on any of those matters.

On September 26, 2016, the 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 launchproposed 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 proposingmillion, to recover program costs subject tobe recovered over a five-year amortization. On February 6, 2018,January 14, 2019, the MDPSC opened a new proceeding to considerapproved the petition and directed that comments be filed by March 16, 2018.

On January 12, 2018,subject to certain reductions in the MDPSC instituted a proceeding to examine the impactsscope of the Tax Actprogram. The MDPSC approved PE’s compliance filing, which implements the pilot program, with minor modifications, on the rates and charges of Maryland utilities.July 3, 2019.

On August 24, 2018, 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 filefiled a base rate case with the MDPSC, which it supplemented on October 22, 2018, to update the partially forecasted test year with a full twelve months of actual data. The rate case requested an annual increase in the third quarterbase distribution rates of 2018 where the benefits$19.7 million, plus creation of an EDIS to fund four enhanced service reliability programs. In responding to discovery, PE revised its request for an annual increase in base rates to $17.6 million. The proposed rate increase reflected $7.3 million in annual savings for customers resulting from the effectsrecent federal tax law changes. On March 22, 2019, the MDPSC issued a final order that approved a rate increase of $6.2 million, approved three of the Tax Act will be realized by customers throughfour EDIS programs for four years, directed PE to file a lowernew depreciation study within 18 months, and ordered the filing of a new base rate increase than would otherwise be necessary.case in four years to correspond to the ending of the approved EDIS programs.
New Jersey Regulatory Matters


JCP&L currentlyoperates under NJBPU approved rates that were effective as of January 1, 2017. JCP&L provides BGS for retail customers who do not choose a third partythird-party EGS and for customers of third-party EGSs that fail to provide the contracted service. The supply for BGS is comprised of two components, procured through separate, annually held descending clock auctions, the results of which are approved by the NJBPU. One BGS component reflects hourly real time energy prices and is available for larger commercial and industrial customers. The second BGS component provides 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 byOn April 18, 2019, pursuant to the NJBPU on December 12, 2016, effective asMay 2018 New Jersey enacted legislation establishing a ZEC program to provide ratepayer funded subsidies 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,New Jersey nuclear energy supply, the NJBPU approved the accelerationimplementation of the amortization ofa non-bypassable, irrevocable ZEC charge for all New Jersey electric utility customers, including JCP&L’s 2012 major storm expenses that are recovered through the SRC in order forcustomers. Once collected from customers by JCP&L, these funds will be remitted to achieve full recovery byeligible nuclear energy generators.

In 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, 2015,2017, the NJBPU approved the NJBPU staff's recommendationissued proposed rules 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 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 stated that it would continue to applymodify its current CTA policy in base rate cases subject to incorporating the following modifications:to: (i) calculatingcalculate savings using a five-year look back from the beginning of the test year; (ii) allocatingallocate savings with 75% retained by the company and 25% allocated to rate payers;ratepayers; and (iii) excludingexclude transmission assets of electric distribution companies in the savings calculation.calculation, which were published in the NJ Register in the first quarter of 2018.JCP&L filed comments supporting the proposed rulemaking. On November 5, 2014,January 17, 2019, the Division ofNJBPU approved the proposed CTA rules with no changes. On May 17, 2019, the Rate Counsel appealedfiled an appeal with the NJBPU Order regarding the generic CTA proceeding toAppellate Division of the Superior Court of New Jersey Appellate Division andJersey. JCP&L filedis contesting this appeal but is unable to participate as a respondentpredict the outcome of this matter.

Also in that proceeding supporting the order. On September 18,December 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. On July 13, 2018, JCP&L expectsfiled an infrastructure plan, JCP&L Reliability Plus, which proposed to makeaccelerate $386.8 million of electric distribution infrastructure investment over four years to enhance the reliability and resiliency of its distribution system and reduce the frequency and duration of power outages. On April 23, 2019, JCP&L filed a filingStipulation of Settlement with the NJBPU on behalf of the JCP&L, Rate Counsel, NJBPU Staff and New Jersey Large Energy Users Coalition, which provides that JCP&L will invest up to approximately $97 million in 2018.capital investments beginning on June 1, 2019 through December 31, 2020. JCP&L shall seek recovery of the capital investment through an accelerated cost recovery mechanism, provided for in the rules, that includes a revenue adjustment calculation and a process for two rate adjustments. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modifications. Pursuant to the Stipulation, JCP&L filed a petition on September 16, 2019, to seek approval of rate adjustments to provide for cost recovery established with JCP&L Reliability Plus.




On January 31, 2018, the NJBPU instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of New Jersey utilities. JCP&L must track and apply regulatory accounting treatment forThe NJBPU ordered New Jersey utilities to: (1) defer on their books the impacts of the Tax Act effective January 1, 2018; (2) to file tariffs effective April 1, 2018, reflecting the rate impacts of changes in current taxes; and (3) to file tariffs effective July 1, 2018, reflecting the rate impacts of changes in deferred taxes. On March 2, 2018, JCP&L filed a petition with the NJBPU, by March 2,which included proposed tariffs for a base rate reduction of $28.6 million effective April 1, 2018, regarding the expectedand a rider to reflect $1.3 million in rate impacts of changes in deferred taxes. On March 26, 2018, the NJBPU approved JCP&L’s rate reduction effective April 1, 2018, on an interim basis subject to refund, pending the outcome of this proceeding. On April 23, 2019, JCP&L filed a Stipulation of Settlement on behalf of the Rate Counsel, NJBPU Staff, and the New Jersey Large Energy Users Coalition with the NJBPU. The terms of the Stipulation of Settlement provide that between January 1, 2018 and March 31, 2018, JCP&L’s refund obligation is estimated to be approximately $7 million, which was refunded to customers in 2019. The Stipulation of Settlement also provides for a base rate reduction of $28.6 million, which was reflected in rates on April 1, 2018, and a Rider Tax Act on Adjustment for certain items over a five-year period. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modification.



JCP&L’s expenses&L expects to file a distribution base rate case in New Jersey in February 2020, which will seek to recover certain costs associated with providing safe and revenues and how the effects will be passed throughreliable electric service to its customers.JCP&L customers, along with recovery of previously incurred storm costs.
Ohio Regulatory Matters


The Ohio Companies operate under base distribution rates approved by the PUCO effective in 2009. The Ohio Companies’ residential and commercial base distribution revenues are decoupled, through a mechanism that took effect on February 1, 2020, to the base distribution revenue and lost distribution revenue associated with energy efficiency and peak demand reduction programs recovered as of the twelve-month period ending on December 31, 2018.The Ohio Companies currently operate under ESP IV which commencedeffective June 1, 2016, and expires May 31, 2024. The material terms of ESP IV, as approved in the PUCO’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 freezecontinuing through May 31, 2024. In addition, ESP IV2024, that continues the supply of power to non-shopping customers at a market-based price set through an auction process.

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 ofIn addition, ESP IV include:includes: (1) continuation of a base distribution rate freeze through May 31, 2024; (2) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs; (2) an agreement to file 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; and (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and job retention in the 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 mechanismOhio.

ESP IV further provided for residential customers' base distribution rates (which filing was made on April 3, 2017, and remains pending).

Several parties, including the Ohio Companies filed 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 properly designedcollect through Rider DMR would be valued at $558$132.5 million annually for eightthree years beginning in 2017, grossed up for federal income taxes, resulting in an approved amount of approximately $168 million annually in 2018 and include an additional amount that recognizes2019. Revenues from Rider DMR are excluded from the value ofsignificantly excessive earnings test. On appeal, the economic impact of FirstEnergy maintaining its headquarters in Ohio. Other parties’ applications for rehearing argued, among other things, thatSCOH, on June 19, 2019, reversed the PUCO’s adoption ofdetermination that Rider DMR is not supported by law or sufficient evidence.lawful, and remanded the matter to the PUCO with instructions to remove Rider DMR from ESP IV. On August 16, 2017,20, 2019, the PUCO denied all remaining intervenor applications for rehearing,SCOH denied the Ohio Companies’ challengesmotion for reconsideration. The PUCO entered an Order directing the Ohio Companies to the modifications tocease further collection through Rider DMR, and addedcredit back to customers a third-party monitor to ensure thatrefund of Rider DMR funds are spent appropriately.collected since July 2, 2019, and remove Rider DMR from ESP IV. On September 15, 2017,October 1, 2019, the Ohio Companies implemented PUCO approved tariffs to refund approximately $28 million to customers, including Rider DMR revenues billed from July 2, 2019 through August 31, 2019.

On July 15, 2019, OCC filed an application for rehearinga Notice of Appeal with the SCOH, challenging the PUCO’s exclusion of Rider DMR revenues from the determination of the PUCO’s August 16,existence of significantly excessive earnings under ESP IV for calendar year 2017 ruling on the issues of the third-party monitor and the ROE calculation for advanced metering infrastructure. On October 11, 2017, the PUCO denied the Ohio Companies' application for rehearing on both issues. On October 16, 2017, the Sierra Club and the Ohio Manufacturer's Association Energy Group filed notices of appeal with the Supreme Court of Ohio appealing various PUCO entries on their applications for rehearing. On November 16, 2017, theclaiming a $42 million refund is due to OE customers. The Ohio Companies intervened inare contesting this appeal but are unable to predict the appeal. Additional parties subsequently filed noticesoutcome of appeal with the Supreme Court ofthis matter.

Under Ohio challenging various PUCO entries on their applications for rehearing. For additional information, see “FERC Matters - Ohio ESP IV PPA,” below.

Under ORC 4928.66,law, the Ohio Companies are required to implement energy efficiency programs that achieve certain annual energy savings and 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 22.2% by 2027. On April 15, 2016, theThe Ohio Companies filed an application for approval of their three-year energy efficiency portfolio plans for the 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 includeCompanies’ 2017-2019 plan includes a portfolio of energy efficiency programs targeted to a 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.segments. The Ohio Companies anticipate the cost of the plansplan will be approximately $268 million over the life of the portfolio plansplan and such costs are expected to be recovered through the Ohio Companies’ existing rate mechanisms. On November 21, 2017, the PUCO issued an order that approved the filed Stipulation and Recommendationproposed plan with several modifications, including a cap on the Ohio Companies’ collection of program costs and shared savings set at4% of the Ohio Companies’ total sales to customerscustomers. On October 15, 2019, the SCOH reversed the PUCO’s decision to impose the 4% cost-recovery cap and remanded the matter to the PUCO for approval of the portfolio plans without the cost-recovery cap.

On July 23, 2019, Ohio enacted legislation establishing support for nuclear energy supply in Ohio. In addition to the provisions supporting nuclear energy, the legislation included a provision implementing a decoupling mechanism for Ohio electric utilities. The legislation also is ending current energy efficiency program mandates on December 31, 2020, provided statewide energy efficiency mandates are achieved as reporteddetermined by the PUCO. On October 23, 2019, the PUCO solicited comments on FERC Form 1.whether the PUCO should terminate the energy efficiency programs once the statewide energy efficiency mandates are achieved. Opponents to the legislation sought to submit it to a statewide referendum, and stay its effect unless and until approved by a majority of Ohio voters. Petitioners filed a lawsuit in the U.S. District Court for the Southern District of Ohio seeking additional time to gather signatures in support of a referendum. Petitioners failed to file the necessary number of petition signatures, and the legislation took effect on October 22, 2019. On DecemberOctober 23, 2019, the U.S. District Court denied petitioners’ request for more time, and certified questions of state law to the SCOH to answer. Petitioners appealed the U.S. District Court’s decision to the U.S. Court of Appeals for the Sixth Circuit. The Petitioners ended their challenge to the legislation voluntarily at the end of January 2020 causing the dismissal of the appeal, the lawsuit before the U.S District Court, and the proceedings before the SCOH.

On November 21, 2017,2019, the Ohio Companies filed an application for rehearing challenging the PUCO’s modification of the Stipulation and Recommendationapplied to include the 4% cost cap, which was denied by the PUCO for approval of a decoupling mechanism, which would set residential and commercial base distribution related revenues at the levels collected in 2018. As such, those base distribution revenues would no longer be based on electric consumption, which allows continued support of energy efficiency initiatives while also providing revenue certainty to the Ohio Companies. On January 10, 2018.15, 2020, the PUCO approved the Ohio Companies’ decoupling application, and the decoupling mechanism took effect on February 1, 2020.





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 2026, except that in 2014 SB310 froze 2015 andIn February 2016, requirements at the 2014 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 certain purchases arising from one auction and directed 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. On December 24, 2013, following the denial of their application for rehearing, the Ohio Companies filed a noticeGrid Modernization Business Plan for PUCO consideration and approval, as required by the terms of appeal and a motion for stay of the PUCO's order with the Supreme Court of Ohio, which was granted. The OCC and the ELPC also filed appeals of the PUCO's order. On 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 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.

ESP IV. 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.

OnAlso, on January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act on Ohio utilities’ rates and determine the appropriate course of action to pass benefits on to customers. TheOn November 9, 2018, the Ohio Companies must establishfiled a regulatory liability, effective January 1, 2018,settlement agreement that provides for the estimated reduction in federal incomeimplementation of the first phase of grid modernization plans, including the investment of $516 million over three years to modernize the Ohio Companies’ electric distribution system, and for all tax resulting fromsavings associated with the Tax Act to flow back to customers. As part of the agreement, the Ohio Companies also filed an application for approval of a rider to return the remaining tax savings to customers following PUCO approval of the settlement. On January 25, 2019, the Ohio Companies filed a supplemental settlement agreement that keeps intact the provisions of the settlement described above and adds further customer benefits and protections, which broadened support for the settlement. The settlement had broad support, including PUCO Staff, the OCC, representatives of industrial and commercial customers, a low-income advocate, environmental advocates, hospitals, competitive generation suppliers and other parties. On July 17, 2019, the PUCO approved the settlement agreement with no material modifications. On September 11, 2019, the PUCO denied the application for rehearing of environmental advocates who were not parties to the settlement.

The Ohio Companies’ Rider NMB is designed to recover NMB transmission-related costs imposed on or charged to the Ohio Companies by FERC or PJM. On December 14, 2018, the Ohio Companies filed an application for a review of their 2019 Rider NMB, including recovery of future Legacy RTEP costs and previously absorbed Legacy RTEP costs, net of refunds received from PJM. On February 27, 2018, the PUCO issued an order directing the Ohio Companies to file revised final tariffs recovering Legacy RTEP costs incurred since May 31, 2018, but excluding recovery of approximately $95 million in Legacy RTEP costs incurred prior to May 31, 2018, net of refunds received from PJM. The PUCO solicited 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 thatwhether the Ohio Companies’ base distribution rates are not impacted byCompanies should be permitted to recover the Tax Act changes because they are frozen throughLegacy RTEP charges incurred prior to May 2024.31, 2018. On October 9, 2019, the PUCO approved the recovery of the $95 million of previously excluded Legacy RTEP charges.
Pennsylvania Regulatory Matters


The Pennsylvania Companies operate under rates approved by the PPUC, effective as of January 27, 2017. These rates were adjusted for the net impact of the Tax Act, effective March 15, 2018. The net impact of the Tax Act for the period January 1, 2018 through March 14, 2018 must also be separately tracked for treatment in a future rate proceeding. The Pennsylvania Companies operate under DSPs for the June 1, 20172019 through May 31, 20192023 delivery period, which provide for the competitive procurement of generation supply for customers who do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service. Under the DSPs, the supply will be provided by wholesale suppliers through a mix of 12 and 24-month energy contracts, as well as one RFP for 2-year SREC contracts 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 towill 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, andterm, 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, 2018,100kW, customer assistance program shopping limitations, and script modifications related to the PPUC is expected to issue a final order on these DSPs by mid-September 2018.Pennsylvania Companies' customer referral programs. 


The Pennsylvania Companies operate under rates that were approved by the PPUC on January 19, 2017, effective as of January 27, 2017. These rates provide annual increases in operating revenues of approximately $96 million at ME, $100 million at PN, $29 million at Penn, and $66 million at WP, and are intended to benefit customers by modernizing the grid with smart technologies, increasing vegetation management activities, and continuing other customer service enhancements.



Pursuant to Pennsylvania's EE&C legislation inPennsylvania Act 129 of 2008 and PPUC orders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. On June 19, 2015, the PPUC issued a Phase III Final Implementation Order setting: demand reduction targets, relative 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 targets, as a percentage of each Pennsylvania Companies’ historic 2010 forecasts (in MWH), at 4.0% for ME, 3.9%for PN, 3.3% for Penn, and 2.6% for WP. The Pennsylvania Companies'Companies’ Phase III EE&C plans for the June 2016 through May 2021 period, which were approved in March 2016, with expected costs up to $390 million, are designed to achieve the targets established in the PPUC'sPPUC’s Phase III Final Implementation Order with full recovery through the 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 must be filed prior to approval of a DSIC. On February 11, 2016, the PPUC approved LTIIPs for each of the Pennsylvania Companies. On June 14, 2017, theThe 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. TheFollowing a periodic review of the LTIIPs estimated costs forin 2018 as required by regulation once every five years, the remaining periodPPUC entered an Order concluding that the Pennsylvania Companies have substantially adhered to the schedules and expenditures outlined in their LTIIPs, but that changes to the LTIIPs as designed are necessary to maintain and improve reliability and directed the Pennsylvania Companies to file modified or new LTIIPs. On May 23, 2019, the PPUC approved the Pennsylvania Companies’ Modified LTIIPs that revised LTIIP spending in 2019 of 2018 to 2020, as modified, are:approximately $45 million by ME, $25 million by PN, $26 million by Penn and $51 million by WP, $50.1 million; PN $44.8 million; Penn $33.2 million; and ME $51.3 million.

terminating at the end of 2019. On February 16, 2016,August 30, 2019, the Pennsylvania Companies filed Petitions for approval of proposed LTIIPs for the five-year period beginning January 1, 2020 and ending December 31, 2024 for a total capital investment of approximately $572 million for certain infrastructure improvement initiatives. On January 16, 2020, the PPUC approved the LTIIPs without modification, as well as directed the Pennsylvania Companies to submit corrective action plans by March 16, 2020, which outline how they will reduce their pole replacement backlogs over a five-year period to a rolling two-year backlog.

The Pennsylvania Companies’ approved 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. OnIn the 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, theThe parties to the DSIC proceeding submitted a Joint Settlement to the ALJ that resolved the issues that were pending from the order issued on June 9, 2016, which is pendingand the PPUC approval. The ADIT issue is subject to further litigationapproved the Joint Settlement without modification and a hearing was held on May 12, 2017. On August 31, 2017,reversed the ALJ issued aALJ’s previous decision recommending that the complaint ofwould have required the Pennsylvania OCA be granted by the PPUC such that the Pennsylvania Companies to reflect all federal and 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 Pennsylvania CompaniesOCA filed exceptions toan appeal with the decision on September 20, 2017, and reply exceptions on October 2, 2017.

On February 12, 2018, the PPUC initiated a proceeding to determine the effectsPennsylvania Commonwealth Court of the Tax Act on the tax liability of utilitiesPPUC’s decision, and the feasibility of reflecting such impacts in rates charged to customers. By March 9, 2018, the Pennsylvania Companies must submit informationcontested the appeal. The Commonwealth Court reversed the PPUC’s decision of April 19, 2018 and remanded the matter to the PPUC to calculaterequire the net effectPennsylvania Companies to revise their tariffs and DSIC calculations to include ADIT and state income taxes. The Commonwealth Court denied Applications for Reargument in the Court’s July 11, 2019 Opinion and Order filed by the PPUC and the Pennsylvania Companies. On October 7, 2019, the PPUC and the Pennsylvania Companies filed separate Petitions for Allowance of Appeal of the Tax ActCommonwealth Court’s Opinion and Order to the Pennsylvania Supreme Court.

On August 30, 2019, Penn filed a Petition seeking approval of a waiver of the statutory DSIC cap of 5% of distribution rate revenue and approval to increase the maximum allowable DSIC to 11.81% of distribution rate revenue for the five-year period of its proposed LTIIP. The Pennsylvania Office of Small Business Advocate, the PPUC’s Bureau of Investigation, and the Pennsylvania OCA opposed Penn’s Petition. On January 17, 2020, the parties filed a petition seeking approval of settlement that provides for a temporary increase in the recoverability cap from 5% to 7.5%, which will expire on income tax expense andthe earlier of the effective date of new base rates following Penn’s next base rate base, and comments addressing whether rates should be adjustedcase or the expiration of its LTIIP II program. The settlement is subject to reflect the tax rate changes, and if so, how and when such modifications should take effect.PPUC approval.
West Virginia Regulatory Matters


MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking.ratemaking and operates under rates approved by the WVPSC effective February 2015. 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 September 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, 2015,August 21, 2019, MP and PE filed an IRP with the WVPSC identifyingtheir annual ENEC case requesting a capacity shortfall startingdecrease in 2016 and exceeding 700 MWs byENEC rates of $6.1 million beginning January 1, 2020, and 850 MWs by 2027.representing a 0.4% decrease in rates versus those in effect on August 21, 2019. On June 3, 2016, the WVPSC accepted the IRP. On December 16, 2016, MP issued an RFP to address its generation shortfall, along with issuing a second 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 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 MWs) for approximately $195 million, subject to customary and other closing conditions, including regulatory approvals. In addition, on March 7, 2017,October 11, 2019, MP and PE filed an applicationa supplement requesting approval of the termination of the 50 MW PPA with Morgantown Energy Associates, a NUG entity. A settlement between MP, PE, and the majority of the intervenors fully resolving the ENEC case, which maintains 2019 ENEC rates into 2020, and supports the termination of the Morgantown Energy Associates PPA, was filed with the WVPSC on October 18, 2019. An order was issued on December 20, 2019, approving the ENEC settlement 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 conclusiontermination of the WVPSC proceeding. PPA with Morgantown Energy Associates.

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,August 21, 2019, MP and PE filed with the WVPSC for a reconciliation of their VMS to confirm that rate recovery matches VMP costs and for a regularperiodic review of that program. MP and PE proposed a $15 million annual decreaseits vegetation management program requesting an increase in VMS rates effectiveof $7.6 million beginning January 1, 2018,2020. The increase is due to moving from a 5-year maintenance cycle to a 4-year cycle and an additional $15 million decreaseperforming more operation and maintenance work and less capital work on the rights of way. The increase is a 0.5% increase in rates forversus those in effect on August 21, 2019. This is an overall decreaseAll the parties reached a settlement in total revenuethe case, and average rates of 1%. On December 15, 2017, the WVPSC issued anits order adopting a unanimousapproving the settlement without modification.

On January 3, 2018, the WVPSC initiated a proceeding to investigate the effects of the Tax Actchange 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.December 20, 2019.
FERC Regulatory Matters

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. With respect to their wholesale services and rates, the Utilities, AE Supply and the Transmission Companies are subject to regulation by FERC. FERC regulations require JCP&L, MP, PE, WP and the Transmission Companies to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of JCP&L, MP, PE, WP and the Transmission Companies are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the PJM Tariff.

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 and AE Supply 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, although major wholesale purchases remain subject to regulation by the relevant state commissions.

Federally-enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the Utilities, AE Supply, and the Transmission Companies. 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 six regional entities, including RFC. All of the facilities that FirstEnergy operates 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 believes that it is in material compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities, FirstEnergy occasionally learns of isolated facts or circumstances that could be interpreted as excursions from the reliability standards. If and when such occurrences are found,

Ohio ESP IV PPA

On August 4, 2014,FirstEnergy develops information about the Ohio Companies filed an application with the PUCO seeking approval of their ESP IV. ESP IV includedoccurrence and develops 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 protestremedial response to the amended complaint, demonstratingspecific circumstances, including in appropriate cases “self-reporting” an occurrence to RFC. Moreover, it is clear 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

PJMNERC, RFC and its stakeholders have been debating the proper methodFERC will continue to allocate costs for certain 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 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. On June 15, 2016, various parties, including ATSI and the Utilities, filed a settlement agreement at FERC agreeing to apply a combined usage based/socialization approach to cost allocation for charges to transmission customers in the PJM Region for transmission projects operating at or above 500 kV. Certain other parties in the proceeding did not agree to the settlement and filed protests to the settlement seeking, among other issues, to strike certain of the evidence advanced by FirstEnergy and certain of the other settling parties in support of the settlement,refine existing reliability standards as well as provided further commentsto develop and adopt new reliability standards. Any inability on FirstEnergy's part to comply with the reliability standards for its bulk electric system could result in oppositionthe imposition of financial penalties, or obligations to the settlement. FirstEnergyupgrade or build transmission facilities, that could have a material adverse effect on its financial condition, results of operations and certain of the other parties responded to such opposition. On October 20, 2017, the settling and non-opposing parties requested expedited action by FERC. The settlement is pending before FERC.cash flows.


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 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,In a subsequent order, FERC denied FirstEnergy's request for rehearing of FERC's earlier order rejecting the settlement agreement and affirmed its prior ruling that ATSI must submit the cost/benefit analysis. ATSI is evaluating the cost/benefit approach.


Separately, ATSI resolved a dispute regarding responsibility for certain costs for the “Michigan Thumb” transmission project. Potential responsibility arises under the MISO MVP tariff, which has been litigated in complex proceedings before FERC and certain U.S. appellate courts. Actions on Tax Act

On October 29, 2015,March 15, 2018, FERC issued an order finding that ATSI and the ATSI zone do not have to pay MISO 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 theinitiated proceedings on behalf of ATSI, the 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 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 TOs in a protest of MISO's proposal to allocate MVP costs to energy transactions that cross MISO's borders into the PJM Region. On July 13, 2016, FERC issued its order finding it appropriate for MISO to assess an MVP usage charge for transmission exports from MISO to PJM. Various parties, including FirstEnergy and the PJM TOs, requested rehearing or clarification of 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 FERChow to address possible changes to ADIT and bonus depreciation as a result of the Seventh Circuit's June 25, 2014 order described above under "PJM Transmission Rates."

The outcome of the proceedingsTax Act. Such possible changes could impact FERC-jurisdictional rates, including transmission rates. On November 21, 2019, FERC issued a final rule (Order 864). Order 864 requires utilities with transmission formula rates to update their formula rate templates to include mechanisms to (i) deduct any excess ADIT from or add any deficient ADIT to their rate base; (ii) raise or lower their income tax allowances by any amortized excess or deficient ADIT; and (iii) incorporate a new permanent worksheet into their rates that address the remaining open issueswill annually track information related to MVP costs and "legacy RTEP" transmission projects cannot be predicted at this time.

Transfer 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 28, 2016, as amended on January 10, 2017, MAIT submitted an applicationexcess or deficient ADIT. Alternatively, formula rate utilities can demonstrate to FERC requesting authorizationthat their formula rate template already achieves these outcomes. Utilities with transmission stated rates are required to implement a forward-looking formulaaddress these new requirements as part of their next transmission rate to recover and earn a return on transmission assets effective February 1, 2017. Various intervenors submitted protestscase. To assist with implementation of the proposed MAIT formula rate. Among other things,rule, FERC also issued on November 15, 2018, a policy statement providing accounting and ratemaking guidance for treatment of ADIT for all FERC-jurisdictional public utilities. The policy statement also addresses the protest asked FERC to suspendaccounting and ratemaking treatment of ADIT following the proposed effective date for thesale or retirement of an asset after December 31, 2017. FirstEnergy’s formula rate until June 1, 2017. On March 10, 2017, FERC issued an order acceptingtransmission utilities will make the MAIT formularequired filings on or before the deadlines established in FERC’s order. FirstEnergy’s stated rate transmission utilities will address the requirements as part of their next transmission rate for filing, suspendingcase. JCP&L is addressing the formularequirements in the course of its pending transmission rate case.

Transmission ROE Methodology

FERC’s methodology for five months to become effective July 1, 2017, 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 pending the outcome of the hearing and settlement procedures. On October 13, 2017, MAIT and certain parties filed a settlement agreement with FERC. The settlement agreement provides for certain changes to MAIT's formula rate, changes MAIT'scalculating electric transmission utility 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 remainhas been in effect unless changed pursuant to section 205 or 206 of the FPA provided the effective date for any change shall be no earlier than January 1, 2022. The settlement agreement currently is pending at FERC. Astransition as a result of an April 14, 2017 ruling by the settlement agreement, MAIT recognized a pre-tax impairment charge of $13 million in the third quarter of 2017.

JCP&L Transmission Formula Rate

D.C. Circuit that vacated FERC’s then-effective methodology. 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 earn 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 things, 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 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 authorizingin which it proposed a revised ROE methodology. FERC proposed that, for complaint proceedings alleging that an existing ROE is not just and reasonable, FERC will rely on three financial models - discounted cash flow, capital-asset pricing, and expected earnings - to establish a composite zone of reasonableness to identify a range of just and reasonable ROEs. FERC then will utilize the redemption. Upontransmission utility’s risk relative to other utilities within that zone of reasonableness to assign the consummationtransmission utility to one of three quartiles within the zone. FERC would take no further action (i.e., dismiss the complaint) if the existing ROE falls within the identified quartile. However, if the replacement ROE falls outside the quartile, FERC would deem the existing ROE presumptively unjust and unreasonable and would determine the replacement ROE. FERC would add a fourth financial model risk premium to the analysis to calculate a ROE based on the average point of central tendency for each of the redemption, AGC will becomefour financial models. On March 21, 2019, FERC established NOIs to collect industry and stakeholder comments on the revised ROE methodology that is described in the October 16, 2018 decision, and also whether to make changes to FERC’s existing policies and practices for awarding transmission rates incentives. On November 21, 2019, FERC announced in a wholly-owned subsidiary of MP.

On December 28, 2017,complaint proceeding involving MISO utilities that FERC issued an order authorizingwould rely on the sale of BU Energy’s Buchanan interests. Additional filings have been submitted to FERCdiscounted cash flow and capital-asset pricing models as the basis 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 approvalsestablishing ROE. It is not clear at this time whether FERC’s November ruling will be obtained and/or all closing conditions willapplied more broadly. Any changes to FERC’s transmission rate ROE and incentive policies would be satisfied or thatapplied on a prospective basis. FirstEnergy currently is participating through various trade groups in the remaining transactions will be consummated.



As a result ofFERC dockets where 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

In 2012, the PJM Board of Managers canceled the PATH project, a proposed transmission line from West Virginia through VirginiaROE methodology is being reviewed, and into 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, 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 procedures. 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 allowing recovery of certain related costs. On February 21, 2017, PATH23, 2019, JCP&L filed a request for rehearing of FERC’s November decision in the MISO utilities docket.

JCP&L Transmission Formula Rate

On October 30, 2019, JCP&L filed tariff amendments with FERC seeking recovery of disallowed costs and requestingto convert JCP&L’s existing stated transmission rate to a forward-looking formula transmission rate. JCP&L requested that the ROE be reset to 10.4%. The Edison Electric Institute submitted an amicus curiae request for reconsideration in support of PATH.tariff amendments become effective January 1, 2020. On March 20, 2017, PATH also submitted a compliance filing implementing the JanuaryDecember 19, 2017 order. Certain affected ratepayers commented on the compliance filing, alleging inaccuracies in and lack of transparency of data and information2019, FERC issued its initial order in the compliance filing,case, allowing JCP&L to transition to a forward-looking formula rate as of January 1, 2020 as requested, subject to refund, pending further hearing and requested that PATH be directed to recalculate the refund providedsettlement proceedings. JCP&L is engaged in the filing. PATH responded to these comments in a filing that was submitted on May 22, 2017. On July 27, 2017, FERC Staff issued a letter to PATH requesting additional information on, and edits to, the compliance filing, as directed by the January 19, 2017 order. PATH filed its response on September 27, 2017.FERC orders on PATH's requests for rehearing and compliance filing remain pending.settlement negotiations.



Market-Based Rate Authority, Triennial Update

The Utilities, AE Supply, FES and certain of its subsidiaries, Buchanan Generation and Green Valley 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 FERC that demonstrates that each entity continues to meet FERC’s requirements for holding market-based rate authority. On December 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 July 27, 2017, FERC accepted the triennial filing as submitted.
Capital Requirements


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.


OnAs previously disclosed, 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 equity investment strengthened the Company’s balance sheet, supported the company’s transition to a fully regulated utility company and positions FirstEnergy for sustained investment-grade credit metrics. The shares of preferred shares will receivestock participated in the same dividend paid on common stock on an as-converted basis and arewere non-voting except in certain limited circumstances. The new preferred shares contain an optional conversion for holders beginning in July 2018, and will mandatorily convert in 18-months from the issuance, subject to limited exceptions. Proceeds from theBecause of this 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 outsideand expects to issue, subject to, among other things, market conditions, pricing terms and business operations, up to $600 million of equity annually in 2022 and 2023, including approximately $100 million in equity for its regular stock investment and employee benefit plans. As of August 1, 2019, an aggregate of1,616,000shares of preferred stock had been converted into 58,935,078 shares of common stock, and as a result, there were no shares of preferred stock outstanding as of December 31, 2019.


In addition to this equity investment, FE and its utilitydistribution 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 20182020 and beyond, FE and its utilitydistribution 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 atby FE and certain utilityof its distribution 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 toOn February 1, 2019, FirstEnergy made 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-termvoluntary 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 contributedcontribution to the qualified pension plan on December 13, 2016. In January 2018,plan. FirstEnergy satisfied its minimumexpects no required funding obligationscontributions through 2021.

As part of $500 million and, as discussed above, addressed funding obligationsthe Energizing the Future initiative, the Center for future years to its qualified pension plan with additional contributions of $750 million.

FirstEnergy's capital expenditures for 2018 are expectedAdvanced Technology was opened in Akron, Ohio in April 2019. The 88,000 square feet facility was designed to be approximately $2.6 billion to $2.9 billion, excluding CES. Planned capital initiatives are intended to promote reliability, improve operations,a hands-on environment where engineers and support current environmentaltechnicians can develop and energy efficiency directives.evaluate new technology and grid solutions and simulate a variety of real-world conditions.


Capital expenditures for 20172018 and anticipated2019 and forecasted expenditures for 20182020, 2021, 2022, and 2023, 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)
  2018 Actual 2019 Actual 2020 Forecast 2021 Forecast 2022 Forecast 2023 Forecast
 (In millions)  (In millions)
Regulated Distribution $1,342
 $(20) $1,362
 $1,500 - $1,600
  $1,635
 $1,698
 $1,700
 $1,700
 $1,700
 $1,700
Regulated Transmission 1,032
 1
 1,031
 1,000 - 1,200
  1,165
 1,189
 1,200
 1,200 - 1,450
 1,200 - 1,450
 1,200 - 1,450
CES 279
 (1) 280
 
(3) 
Corporate/Other 99
 
 99
 100
  183
  105
  90
  110
  110
  110
Total $2,752
 $(20) $2,772
 $2,600 - $2,900
  $2,983
 $2,992
 $2,990
 $3,010 - 3,260
 $3,010 - 3,260
 $3,010 - 3,260


(1) Includes a decreaseFirstEnergy believes there are incremental investment opportunities for its existing transmission infrastructure of approximatelyover $20 million relatedbillion beyond those identified through 2023, which are expected to strengthen grid and cyber-security and make the transmission system more reliable, robust, secure and resistant to extreme weather events, with improved operational flexibility.

With an operating territory of 65,000 square miles, 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. Over the past several years, Regulated Distribution has experienced rate base growth through investments that have improved reliability and added operating flexibility to the distribution infrastructure, which provide benefits to the customers and communities those Utilities serve. Based on its current capital component of the pension and OPEB mark-to-market adjustment.
(2) Excludes theplan, which includes over $10 billion in forecasted 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 forinvestments from 2018 through 2023, Regulated Distribution includes $1.4 billion to $1.7 billion, annually, 2019 through 2021, while planned capital expenditures for Regulated Transmission areDistribution’s rate base compounded annual growth rate is expected to be approximately $1.0 billion4% from 2018 through 2023. Additionally, this business is exploring other opportunities for growth, including investments in electric system improvement and modernization projects to $1.2 billion, annually, 2019 through 2021.



Capital expenditures for 2017increase reliability and 2018 forecast by subsidiary are includedimprove service to customers, as well as exploring opportunities 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 dependentcustomer engagement that focus on the outcomeelectrification of customers’ homes and businesses by providing a full range of products and services.

With approximately 24,500 miles of transmission lines in operation, the strategic review of CES.

FirstEnergy's strategyRegulated Transmission business is to focus on investments in its regulated operations. Thethe centerpiece of thisFirstEnergy’s regulated investment strategy iswith nearly 90% of its capital investments recovered under forward-looking formula rates at the Transmission Companies, and beginning in 2020, JCP&L. Regulated Transmission has also experienced significant growth as part of its Energizing the Future transmission plan pursuant to which FirstEnergywith plans to invest $4.0 to $4.8over $7 billion in capital investments from 2018 to 2021,2023, which


is expected to result in Regulated Transmission rate base compounded annual growth rate of approximately 10% from 2018 through 2023.

In alignment with $4.4 billionFirstEnergy’s strategy to invest in capital investment from 2014 through 2017 to upgrade FirstEnergy's transmission system. This programits Regulated Transmission and Regulated Distribution segments as a fully regulated company, FirstEnergy is also focused on projectsimproving the balance sheet over time consistent with its business profile and maintaining investment grade ratings at its regulated businesses and FE. Specifically, at the regulated businesses, regulatory authority has been obtained for various regulated distribution and transmission subsidiaries to issue and/or refinance debt.

Any financing plans by FE or any of its consolidated subsidiaries, including the issuance of equity and debt, and the refinancing of short-term and maturing long-term debt are subject to market conditions and other factors. No assurance can be given that enhance system performance, physical securityany such issuances, financing or refinancing, as the case may be, will be completed as anticipated or at all. Any delay in the completion of financing plans could require FE or any of its consolidated subsidiaries to utilize short-term borrowing capacity, which could impact available liquidity. In addition, FE and add operating flexibilityits consolidated subsidiaries expect to continually evaluate any planned financings, which may result in changes from time to time.

On March 9, 2018, FES borrowed $500 million from FE under the secured credit facility, dated as of December 6, 2016, among FES, as borrower, FG and capacity startingNG as guarantors, and FE, as lender, which fully utilized the committed line of credit available under the secured credit facility. Following the FES Bankruptcy deconsolidation of FES, FE fully reserved for the $500 million associated with the ATSI systemborrowings under the secured credit facility. Under the terms of the FES Bankruptcy settlement agreement discussed below, FE will release any and moving east across FirstEnergy's service territory over time. In total,all claims against the FES Debtors with respect to the $500 million borrowed under the secured credit facility.

On September 26, 2018, the Bankruptcy Court approved a FES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, two groups of key FES creditors (collectively, the FES Key Creditor Groups), the FES Debtors and the UCC. The FES Bankruptcy settlement agreement resolves certain claims by FirstEnergy against the FES Debtors and all claims by the FES Debtors and the FES Key Creditor Groups against FirstEnergy, and includes the following terms, among others:
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
A $225 million cash payment from FirstEnergy.
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million note issuance, into a cash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has identified over $20 billionpaid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns


excludes amounts allocated for non-deductible interest as discussed in transmission investment opportunities acrossNote 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the 24,500 mile transmission system, makingIntercompany Tax Allocation Agreement with the FES Debtors.

The FES Bankruptcy settlement agreement remains subject to satisfaction of certain conditions. There can be no assurance that such conditions will be satisfied or the FES Bankruptcy settlement agreement will be otherwise consummated, and the actual outcome of this matter may differ materially from the terms of the agreement described herein. FirstEnergy will continue to evaluate the impact of any new factors on the settlement and their relative impact on the financial statements.
In connection with the FES Bankruptcy settlement agreement, FirstEnergy entered into a continuing platform for investmentseparation agreement with the FES Debtors to implement the separation of the FES Debtors and their businesses from FirstEnergy. A business separation committee was established between FirstEnergy and the FES Debtors to review and determine issues that arise in the years beyond 2021.

context of the separation of the FES Debtors’ businesses from those of FirstEnergy.
The following table presents scheduled debt repayments for outstanding long-term debt as of December 31, 2017,2019, excluding capital leaseslease commitments, for the next five years. PCRBs that are scheduled to be tendered for mandatory purchase prior to maturity are reflected in the applicable year in which such PCRBs are scheduled to be tendered.
 2018 2019-2022 Total
 (In millions)
FirstEnergy$1,051
 $6,008
 $7,059
FES$515
 $1,948
 $2,463
2020 2021-2024 Total
(In millions)
$364
 $4,464
 $4,828




The following table displays consolidated operating lease commitments as of December 31, 2017.2019:
  
Operating Leases FirstEnergy FES   
 (In millions)  (In millions)
2018 $146
 $101
 
2019 128
 97
 
2020 102
 68
  $40
2021 124
 93
  40
2022 111
 91
  40
Years thereafter 1,263
 1,131
 
Total minimum lease payments $1,874
 $1,581
 
2023 36
2024 29
Thereafter 154
Total lease payments 339
Less imputed interest (66)
Total net present value $273


FE and the Utilities and FET and certain of its subsidiaries participate in two separate five-year syndicated revolving credit facilities withproviding for aggregate commitments of $5.0$3.5 billion, (Facilities), which are available throughuntil December 6, 2021.2022. Under the FE credit facility, an aggregate amount of $2.5 billion is available to be borrowed, repaid and reborrowed, subject to separate borrowing sub-limits for each borrower including FE and its regulated distribution subsidiaries. Under the UtilitiesFET credit facility, an aggregate amount of $1.0 billion is available to be borrowed, repaid and FET and its subsidiariesreborrowed under a syndicated credit facility, subject to separate borrowing sub-limits for each borrower including FE's transmission subsidiaries.

Borrowings under the credit facilities may use borrowings under their Facilitiesbe used 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 Facilitiescredit 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 Facilitiescredit facilities contains financial covenants requiring each borrower to maintain a consolidated debt-to-total-capitalization ratio (as defined under each of the Facilities)credit facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.

On October 19, 2018, FE entered into two separate syndicated term loan credit agreements, the first being a $1.25 billion 364-day facility with The Bank of Nova Scotia, as administrative agent, and the lenders identified therein, and the second being a $500 million two-year facility with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders identified therein, respectively, the proceeds of each were used to reduce short-term debt. The term loans contain covenants and other terms and conditions substantially similar to those of the FE revolving credit facility described above, including a consolidated debt-to-total-capitalization ratio. Effective September 11, 2019, the two credit agreements noted above were amended to change the amounts available under the existing facilities from $1.25 billion and $500 million to $1 billion and $750 million, respectively, and extend the maturity dates until September 9, 2020, and September 11, 2021, respectively.

The borrowing of $1.75 billion under the term loans, 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. Outstanding alternate base rate advances will bear interest at a fluctuating interest rate per annum equal to the sum of an applicable margin for alternate base rate


advances determined by reference to FE’s reference ratings plus the highest of (i) the administrative agent’s publicly-announced “prime rate,” (ii) the sum of 1/2 of 1% per annum plus the Federal Funds Rate in effect from time to time and (iii) the rate of interest per annum appearing on a nationally-recognized service such as the Dow Jones Market Service (Telerate) equal to one-month LIBOR on each day plus 1%. Outstanding Eurodollar rate advances will bear interest at LIBOR for interest periods of one week or one, two, three or six months plus an applicable margin determined by reference to FE’s reference ratings. Changes in FE’s reference ratings would lower or raise its applicable margin depending on whether ratings improved or were lowered, respectively.

FirstEnergy had $300$1,000 million and $2,675$1,250 million of short-term borrowings as of December 31, 20172019 and 2016,2018, respectively.FirstEnergy’s available liquidity from external sources as of January 31, 20182020, was as follows:

Borrower(s) Type Maturity Commitment Available Liquidity Type Maturity Commitment Available Liquidity
     (In millions)     (In millions)
FirstEnergy(1)
 Revolving December 2021 $4,000
 $3,740
 Revolving December 2022 $2,500
 $2,496
FET(2)
 Revolving December 2021 1,000
 1,000
 Revolving December 2022 1,000
 1,000
   Subtotal $5,000
 $4,740
   Subtotal 3,500
 3,496
   Cash 
 358
  Cash and cash equivalents 
 465
   Total $5,000
 $5,098
   Total $3,500
 $3,961


(1) 
FE and the Utilities. Available liquidity includes impact of $10$4 million of LOCs issued under various terms.
(2) 
Includes FET ATSI, MAIT and TrAIL.the Transmission Companies.

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



Nuclear Operating Licenses

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


Under NRC regulations, FirstEnergyJCP&L, ME and PN must ensure that adequate funds will be available to decommission itstheir retired nuclear facilities.facility, TMI-2. As of December 31, 2017, FirstEnergy2019, JCP&L, ME and PN had in total approximately $2.7 billion (FES $1.9 billion)$882 million invested in external trusts to be used for the decommissioning and environmental remediation of itstheir retired TMI-2 nuclear generating facilities.facility. The values of FirstEnergy'sthese NDTs also fluctuate based on market conditions. If the values of the trusts decline by a material amount, FirstEnergy'sthe obligation to JCP&L, ME and PN 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.


As partOn October 15, 2019, JCP&L, ME, PN and GPUN executed an asset purchase and sale agreement with TMI-2 Solutions, LLC, a subsidiary of routine inspectionsEnergySolutions, LLC, concerning the transfer and dismantlement of TMI-2. This transfer of TMI-2 to TMI-2 Solutions, LLC will include the transfer of: (i) the ownership and operating NRC licenses for TMI-2; (ii) the external trusts for the decommissioning and environmental remediation of TMI-2; and (iii) related liabilities of approximately $900 million as of December 31, 2019. There can be no assurance that the transfer will receive the required regulatory approvals and, even if approved, whether the conditions to the closing of the concrete shield building at Davis-Bessetransfer will be satisfied. On November 12, 2019, JCP&L filed a Petition with the NJBPU seeking approval of the transfer and sale of JCP&L’s entire 25% interest in 2013, FENOC identified changesTMI-2 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,TMI-2 Solutions, LLC. Also on November 12, 2019, JCP&L, ME, PN, GPUN and its ability to safely perform all of its functions. In a May 28, 2015, Inspection Report regarding the apparent cause evaluation on crack propagation,TMI-2 Solutions, LLC filed an application with the NRC issued a non-cited violation for FENOC’s failureseeking approval to request and obtain a license amendment for its method of evaluating the significance 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 totransfer the NRC license for TMI-2 to reconcile the shield building laminar cracking concern. TMI-2 Solutions, LLC. Both proceedings are ongoing.

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 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.
Nuclear Insurance


The Price-Anderson Act limits the public liability which can be assessed with respect to a nuclear power plant to $13.4 billion (assuming 102 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $450 million;JCP&L, ME and (ii) $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 per incident but not more than $76 million in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, NG purchases insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. NG is a Member Insured of NEIL, which provides coverage for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. NG, as the Member Insured and each entity with an insurable interest, purchases policies, renewable yearly, corresponding to their respective nuclear interests, which provide an aggregate indemnity of up to approximately $1.4 billion for replacement power costs incurred during an outage after an initial 12-week waiting period.

NG, as the Member Insured and each entity with an insurable interest, is insured underPN maintain property damage insurance provided by NEIL.NEIL for their interest in the retired TMI- 2 nuclear facility, a permanently shut down and defueled facility. Under these arrangements, up to $2.75 billion$150 million of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. Member Insureds of NEILJCP&L, ME and PN pay annual premiums and are subject to retrospective premium assessments if losses exceed the accumulated funds availableof up to the insurer. NG purchases insurance through NEIL that will pay its obligation in the eventapproximately $1.2 million during a retrospective premium call is made by NEIL, subject to the terms of the policy.policy year.


FirstEnergy intendsJCP&L, ME and PN intend 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 NG'sJCP&L, ME or PN’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’sJCP&L, ME or PN’s insurance policies, or to the extent such insurance becomes unavailable in the future, FirstEnergyJCP&L, ME or PN would remain at risk for such costs.


The NRC requiresPrice-Anderson Act limits public liability relative to a single incident at a nuclear power plant licensees to obtain minimum property insuranceplant. In connection with TMI-2, JCP&L, ME and PN carry the required ANI third party liability 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 inand also have coverage under 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 orderedPrice Anderson indemnity agreement issued by the NRC. FirstEnergyThe total available coverage in the event of a nuclear incident is unable to predict what effect these requirements may have on$560 million, which is also the availabilitylimit of insurance proceeds.public liability for any nuclear incident involving TMI-2.

Environmental Matters


Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality, hazardous and solid waste disposal, and other environmental matters. PursuantWhile FirstEnergy's environmental policies and procedures are designed to a March 28, 2017 executive order,achieve


compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and potential revision by 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.implementing agencies. 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 materially 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.


CSAPR requires reductions of NOx and SO2 emissions in two phases (2015 and 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. The D.C. Circuit ordered the EPA on July 28, 2015, to reconsider the CSAPR caps 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 reduce emissions by more than their contribution to air pollution in downwind states. The EPA issued a CSAPR update rule on September 7, 2016, reducing summertime NOx emissions from 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 update rule to 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. On September 13, 2019, the D.C. Circuit remanded the CSAPR update rule to the EPA citing that the rule did not eliminate upwind states’ significant contributions to downwind states’ air quality attainment requirements within applicable attainment deadlines. Depending on the outcome of the appeals, the EPA’s reconsideration of the CSAPR update rule and how the EPA and the states ultimately implement CSAPR, the future cost of compliance may be materialmaterially impact FirstEnergy's operations, cash flows and financial condition.

In February 2019, the EPA announced its final decision to retain without changes to FirstEnergy's and FES' operations may result.

The EPA tightened the primary and secondary NAAQS for ozone fromSO2, specifically retaining the 20082010 primary (health-based) 1-hour standard levels of 75 PPB to 70 PPB on October 1, 2015. The EPA statedPPB. As of September 30, 2019, FirstEnergy has no power plants operating in areas designated as non-attainment by 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. EPA.

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 seekssought 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 seekssought NOx emission rate limits for the 36 EGUs by May 1, 2017. On JanuarySeptember 14, 2018, the EPA denied both the States of Delaware and Maryland's petitions under CAA Section 126. In October 2018, Delaware and Maryland appealed the denials of their petitions to the D.C. Circuit. In March 2018, the State of New York filed a CAA Section 126 petition with the EPA alleging that NOx emissions from nine states (including Ohio, Pennsylvania and West Virginia) significantly contribute to New York’s inability to attain the ozone NAAQS. The petition seeks suitable emission rate limits for large stationary sources that are affecting New York’s air quality within the three years allowed by CAA Section 126. On May 3, 2017,2018, 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.November 9, 2018. On September 27, 2017, and20, 2019, the EPA denied New York’s CAA Section 126 petition. On October 4, 2017,29, 2019, the State of Maryland and various environmental organizations filed complaints inNew York appealed the


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

MATS imposed emission limits for mercury, PM, and HCl for all existing and new fossil fuel fired EGUs effective in April 2015 with averaging of emissions from multiple units located at a single plant. The 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 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 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 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, deactivated on September 1, 2012, as a result of the EPA’s MATS and for FG’s W.H. Sammis generating 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 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 respect to this agreement. If the case proceeds to arbitration, the amount of damages owed to BNSF and NS could be materially higher and may cause FES to seek protection under U.S. bankruptcy laws. FG intends to vigorously assert its position in this arbitration proceeding, and if it were ultimately determined that the force majeure provisions or other defenses do not excuse the delivery shortfalls, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted.

As to a specific coal supply agreement, AE Supply, the party thereto, asserted termination rights effective in 2015 as a result of MATS. In response to notification of the termination, on January 15, 2015, Tunnel Ridge, LLC, the coal supplier, commenced litigation in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging AE Supply did not have sufficient justification to terminate the agreement and seeking damages for the difference between the market and contract price of the coal, or lost profits plus incidental damages. AE Supply filed an answer denying any liability related to the termination. On May 1, 2017, the complaint was amended to add FE, FES and FG, 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 principle settling all claims in dispute. The agreement in principle includes, among other matters, a $93 million payment by AE Supply, as well as certain coal supply commitments for Pleasants Power Station during its remaining operation by AE Supply. Certain aspects of the final settlement agreement will be guaranteed by FE, including the $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, 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 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.


The EPA released its final “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air 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. 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. The EPA released its final CPP regulations in August 2015 (which have been stayed by the U.S. Supreme Court), to reduce 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 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 outcomes 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 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 in2025. In 2015, FirstEnergy set a goal of reducing company-wide CO2 emissions by at least 90 percent below 2005 levels by 2045. As of December 31, 2018, FirstEnergy has reduced its CO2 emissions by approximately 62 percent. In September 2016, the U.S. 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 itsAgreement’s 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 CO2CO2 emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations.

In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHG under the Clean Air Act,” 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. The EPA released its final CPP regulations in August 2015 to reduce CO2 emissions per KWHfrom existing fossil fuel-fired EGUs and finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of electricity generated by FirstEnergy is lower than manythe challenges to the D.C. Circuit and U.S. Supreme Court. On March28, 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 October16, 2017, the EPA issued a proposed rule to repeal the CPP. To replace the CPP, the EPA proposed the ACE rule on August 21, 2018, which would establish emission guidelines for states to develop plans to address GHG emissions from existing coal-fired power plants. On June 19, 2019, the EPA repealed the CPP and replaced it with the ACE rule that establishes guidelines for states to develop standards of its regional competitors dueperformance to its diversified generation sources, which include low or non-CO2 emitting gas-firedaddress GHG emissions from existing coal-fired power plants. Depending on the outcomes of further appeals and nuclear generators.how any final rules are ultimately implemented, the future cost of compliance may be material.


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.facilities. 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. Depending on any final action taken by the states with respect to impingement and entrainment, the future capital costs of compliance with these standards may be material.


On September 30, 2015, the EPA finalized new, more stringent effluent limits for the Steam Electric Power Generating category (40 CFR Part 423) for arsenic, mercury, selenium and nitrogen for wastewater from wet scrubber systems and zero discharge of pollutants in ash transport water. The treatment obligations phase-in as permits are renewed on a five-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, 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. On November 4, 2019, the EPA issued a proposed rule revising the effluent limits for discharges from wet scrubber systems and extending the deadline for compliance to December 31, 2025. The EPA’s proposed rule retains the zero discharge standard and 2023 compliance date for ash transport water, but adds some allowances for discharge under certain circumstances. In addition, the EPA allows for less stringent limits for sub-categories of generating units based on capacity utilization, flow volume from the scrubber system, and unit retirement date. Depending on the outcome of appeals and how any final rules are ultimately implemented, the future costs of compliance with these standards may be substantial and changes to FirstEnergy's and FES' operations may result.




In October 2009,On September 29, 2016, FirstEnergy received a request from the WVDEP issuedEPA for information pursuant to CWA Section 308(a) for information concerning boron exceedances of effluent limitations established in the NPDES Permit for the former Mitchell Power Station’s Mingo landfill, owned by WP. On November 1, 2016, WP provided an initial response that contained information related to a similar boron issue at the former Springdale Power Station’s landfill. The EPA requested additional information regarding the Springdale landfill and on November 15, 2016, WP provided a response and intends to fully comply with the Section 308(a) information request. On March 3, 2017, WP proposed to the PA DEP a re-route of its wastewater discharge to eliminate potential boron exceedances at the Springdale landfill. On January 29, 2018, WP submitted an NPDES waterpermit renewal application to PA DEP proposing to re-route its wastewater discharge permit forto eliminate potential boron exceedances at the Fort Martin plant, which imposes TDS, sulfate concentrationsMingo landfill. On February 20, 2018, the DOJ issued a letter and other effluent limitations for heavy metals, as well as temperature limitations. Concurrent with the issuancetolling agreement on behalf of EPA alleging violations of the Fort Martin NPDES permit, WVDEP also issued an administrative order setting deadlines for MPCWA at the Mingo landfill while seeking to meet certainenter settlement negotiations in lieu of filing a complaint. On November 4, 2019, the effluent limits that were effective immediately under the termsEPA proposed a penalty 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 $150nearly $1.3 million to $300 million in ordersettle alleged past boron exceedances at the Mingo and Springdale landfills. On December 17, 2019, WP responded to install technologythe EPA's settlement proposal but is unable 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 the appeal or estimate the possible loss or range of loss.

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

this matter.
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 CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.


In April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards for 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. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. Based on an assessment ofOn July 17, 2018, the finalized regulations,EPA Administrator signed a final rule extending 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 future, including changes resulting from the strategic review at CES, could materially and adversely impact FirstEnergy's and FES' AROs.

Pursuant to a 2013 consent decree, PA DEP issued a 2014 permitdeadline for the Little Blue Runcertain CCR impoundment requiring the Bruce Mansfield plantfacilities to cease disposal and commence closure activities, as well as, establishing less stringent groundwater monitoring and protection requirements. On August 21, 2018, the D.C. Circuit remanded sections of CCRs by December 31, 2016, and FGthe CCR Rule to the EPA to provide bondingadditional safeguards for 45 yearsunlined CCR impoundments that are more protective of closure and post-closure activities and to complete closure within a 12-year period, but authorizing FG 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 plant are being beneficially reused with the majority used for reclamation of a site owned by the Marshall County Coal Company in Moundsville, W. Va.,human health and the remainder recycled into drywall by National Gypsum. These beneficial reuse options should be sufficient for ongoing plant operations, however,environment. On November 4, 2019, the Bruce Mansfield plant is pursuing other options. On May 22, 2015 and September 21, 2015,EPA issued a proposed rule accelerating the PA DEP reissued a permit for the Hatfield'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 Environmental Hearing Board challenging the renewal, reissuance and modification of the permit for the Hatfield’s Ferry CCR disposal facility were resolved through a Consent Adjudication between FG, PA DEP and the Sierra Club requiring operational changes that became effective November 3, 2017.


date that certain CCR impoundments must cease accepting waste and initiate closure to August 31, 2020. The proposed rule, which includes a 60-day comment period, provides exceptions, which could allow extensions to closure dates.

FirstEnergy or 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 Sheets as of December 31, 2017,2019, based on estimates of the total costs of cleanup, FE's and its subsidiaries'FirstEnergy's proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $125$109 millionhave been accrued through December 31, 2017.2019. Included in the total are accrued liabilities of approximately $80$77 million for environmental remediation of former manufactured gas plantsMGP and gas holder facilities in New Jersey, which are being recovered by JCP&L through a non-bypassable SBC. FirstEnergyFE or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the loss or range of losses cannot be determined or reasonably estimated at this time.

Fuel Supply


FirstEnergyMP currently has coal contracts with various terms to acquire approximately 167.5 million tons of coal (FES 8 million tons) for the year 2018,2020, which is approximately 97%97.4% of its forecasted 20182020 coal requirements. This contracted coal is produced primarily from mines located in Pennsylvania and West Virginia. The contracts expire at various times through 2028.2024. See "Environmental Matters," for additional information pertaining to the impact of increased environmental regulations on coal supply and transportation contracts applicable to certain deactivated coal-fired generating units and related pending disputes.

FENOC 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 2030. Fabrication services for fuel assemblies are contracted for both Beaver Valley units through 2028 and Davis-Besse through 2024 and through the current operating license period for Perry.

On-site spent fuel storage facilities are currently adequate for the 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 and Beaver Valley Unit 2. Davis-Besse resumed dry cask storage operations in 2017, which will extend on-site spent fuel storage capacity through the end of its recently extended operating license. Perry has constructed an on-site dry cask storage facility, has completed three dry cask storage loading 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 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. Efforts to complete the Yucca Mountain repository have been suspended and a Federal review of potential alternative strategies has been performed. In light of this uncertainty, FES has made arrangements for storage capacity as a contingency for the continuing delays of the DOE acceptance of spent fuel for disposal.


System Demand
The maximum hourly demand for each of the Utilities was:
System Demand 2017 2016 2015 2019 2018 2017
 (in MWs) (in MWs)
OE 5,434
 5,655
 5,391
 5,494
 5,604
 5,434
Penn 926
 994
 983
 946
 950
 926
CEI 4,220
 4,193
 4,057
 4,188
 4,301
 4,220
TE 2,205
 2,171
 2,149
 2,787
 2,367
 2,205
JCP&L 5,721
 5,955
 5,789
 6,056
 5,977
 5,721
ME 2,897
 2,904
 2,770
 2,974
 3,026
 2,897
PN 2,882
 2,890
 3,024
 3,020
 2,993
 2,882
MP 1,986
 2,053
 2,031
 2,121
 2,089
 1,986
PE 3,049
 3,049
 3,631
 3,609
 3,498
 3,049
WP 3,752
 3,947
 3,942
 4,012
 3,879
 3,752
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)ESP IV), 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 the 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 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, pursuant to FERC’s Order No. 1000 and subject to state and local siting and permitting 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 facilities in the Regulated Transmission segment’s service territories while also allowing the Regulated Transmission segment the opportunity to seek to build facilities in non-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 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.months. Accordingly, FirstEnergy’s annual results of operations and liquidity position may depend disproportionately on its operating performance during the summer and winter.winter, except for certain customers that are on a decoupled rate. Mild weather conditions may result in lower power sales and consequently lower earnings.
Research and Development

The Utilities, FES, FG, FENOC, ATSI, MAIT and TrAIL participate in the funding of EPRI, which was formed for the purpose of expanding electric R&D under the voluntary participation 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 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 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.


Information About Our Executive Officers as(as of February 20, 201810, 2020)
Name Age Positions Held During Past Five Years Dates
C. E. Jones64President and Chief Executive Officer (A) (B)2015-present
Chief Executive Officer (G)2015-2017
President (C)*-2015
C. L. Walker54Senior Vice President and Chief Human Resources Officer (B)2019-present
Vice President, Human Resources (B)2018-2019
Executive Director, Talent Management (B)2016-2018
Executive Director, Human Resources (B)*-2016
G. D. Benz 5860 Senior Vice President, Strategy (B) 2015-present
    Vice President, Supply Chain (B) *-2015
       
D. M. ChackJ. J. Lisowski 6738 Senior Vice President, Product Development, MarketingController and BrandingChief Accounting Officer (A) (B) 2017-present
Senior Vice President, Marketing and Branding (B)2015-2017
President, Ohio Operations (B)*-20152018-present
    Vice President and Controller (C) (E) *-20152018-present
    Controller and Treasurer (G) 
M. J. Dowling53Senior Vice President, External Affairs (B)*-present2017-2018
    Controller and Treasurer (F) 
B. L. Gaines64Senior Vice President, Corporate Services and Chief Information Officer (B)*-present2016-2018
    Assistant Controller (E) 
C. E. Jones62President and Chief Executive Officer (A)(B)2015-present2016-2017
    Chief Executive Officer (F)Assistant Controller (B) (C) (D) (G) 2015-2017*-2017
    President (C)(D)(H)(I)(L)Assistant Controller (A) (F) *-2015
Executive Vice President & President, FirstEnergy Utilities (A)(B)2014
Senior Vice President & President, FirstEnergy Utilities (B)*-2013
C. D. Lasky54Senior Vice President, Human Resources (B)2015-present
Vice President, Fossil Operations (J)2014-2015
Vice President (G)*-2015
Vice President, Fossil Operations & Engineering (J)2014
Vice President, Fossil Fleet Operations (J)*-2013
J. F. Pearson63Executive 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)*-2015-2016
       
R. P. Reffner 6769Senior Vice President and General Counsel (A) (B) (C) (E)2018-present
 Vice President and General Counsel (N)(E) 2016-present2016-2018
    Vice President and General Counsel (B)(C)(D)(H)(I)(L) 2014-present2015-2018
Vice President and General Counsel (D)2015-2017
Vice President and General Counsel (G)*-2017
    Vice President and General Counsel (F)(G)2014-2017
Vice President and General Counsel (E)(J)2014-2016
Vice President, Legal (B) *-2013-2016
       
S. E. Strah 5456 Senior Vice President (G)and Chief Financial Officer (A) (B) (C) (E) 2017-present2018-present
    President (N)(D) 2016-present2017-2018
President (E)2016-2018
    Senior Vice President & President, FirstEnergy Utilities (B) 2015-present2015-2018
    President (C)(D)(H)(I)(L) 2015-present2015-2018
    Vice President, Distribution Support (B) *-2015
       
K. J. TaylorS. L. Belcher 4451 Senior Vice President and Controller (N)President, FirstEnergy Utilities (B) 2016-present2018-present
    Vice President Controller and Chief Accounting Officer (A)(B)(C) (E) 2013-present2018-present
    Vice President and Controller (C)(D)(H)(I)(L)Chief Nuclear Officer (G) 2013-present2015-2018
    Vice President, and Controller (F)(G)FirstEnergy Nuclear Operating Company (B) 2013-20172015-2017
    Senior Vice President and Controller (E)(J)2013-2016
Vice President and Assistant Controller (A)(B)(C)(D)(E)(F)Chief Operating Officer (G)(H)(I)(J)(L) *-2013
L. L. Vespoli58
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer
(A)(B)(C)(D)(H)(I)(L)(N)
2016-present
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (F)(G)2016-2017
Executive Vice President, Corporate Strategy, Regulatory Affairs & Chief Legal Officer (E)(J)2016
Executive Vice President, Markets & Chief Legal Officer (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)2014-2016
Executive Vice President and General Counsel (A)(B)(C)(D)(E)(F)(G)(H)(I)(J)(L)*-2013
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 Corporate Secretary (C)(D)(G)(H)(I)(L)(N)2017-present
-2015
* Indicates position held at least since January 1, 2013(E) Denotes executive officer of FES(J) Denotes executive officer of FG2015
(A) Denotes executive officer ofposition held at FE(F) Denotes executive officer of FENOC(K) Denotes executive officer of OE
(B) Denotes executive officer ofposition held at 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 ofposition held at the Ohio Companies, the Pennsylvania Companies, MP, PE, FET, TrAIL and WP(M) Denotes executive officer of CEIATSI
(D) Denotes executive officerposition held at AGC
(E) Denotes position held at MAIT
(F) Denotes position held at FES and FG, which filed a voluntary petition under Chapter 11 of ME, PN and Pennthe United States Bankruptcy Code in March 2018
(I)(G) Denotes executive officerposition held at FENOC, which filed a voluntary petition under Chapter 11 of TrAIL and FET(N) Denotes executive officer of MAITthe United States Bankruptcy Code in March 2018




17






Employees


As of December 31, 2017,2019, FirstEnergy had 15,61712,316 employees located in the United States as follows:
Total
Employees
 
Bargaining
Unit
Employees
Total
Employees
 
Bargaining
Unit
Employees
FESC4,944
 893
4,632
 874
OE1,141
 745
1,128
 763
CEI915
 594
921
 607
TE334
 244
348
 256
Penn185
 131
190
 135
JCP&L1,358
 1,047
1,358
 1,058
ME661
 487
634
 457
PN750
 475
754
 483
FES56
 
FG687
 499
FENOC2,328
 1,028
MP1,045
 690
1,094
 733
PE499
 307
527
 329
WP714
 459
730
 455
Total15,617
 7,599
12,316
 6,150


As of December 31, 2017,2019, the IBEW, the UWUA and the OPEIU unions collectively represented approximately 6,6045,362 of FirstEnergy'sFirstEnergy’s employees. There are 2215 CBAs between FirstEnergy'sFirstEnergy’s subsidiaries and its unions, which have three, four or five year terms. In 2017, certain of FirstEnergy's2019, FirstEnergy’s subsidiaries reached new agreements on CBAs with three different UWUA locals, covering approximately 1,073 employees. Additionally, in 2017, agreements were reached with two IBEW locals, covering approximately 711468 employees.
On January 5, 2017, UWUA Local 180, which represents approximately 123 employees in PN, ratified a new agreement that will expire August 31, 2022.
On March 2, 2017, IBEW Local 777, which represents approximately 497 employees in ME, ratified a contract that will expire on 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 164 employees at the Harrison Plant, ratified a new agreement that will expire March 1, 2022.
On October 27, 2017, UWUA Local 270, which represents approximately 786 employees at CEI, the Perry nuclear plant and the Eastlake synchronous condenser plant, ratified a new agreement that will expire on April 30, 2022.
FirstEnergy Website and Other Social Media Sites and Applications


Each of the registrants’FirstEnergy's 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 reports and all other documents 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 website 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 FirstEnergy'sthe website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Additionally, the registrantsFirstEnergy routinely postposts additional important information, including press releases, investor presentations and notices of upcoming events under the "Investors" section of FirstEnergy’s Internet website and recognizerecognizes FirstEnergy’s Internet website 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 Regulation FD. Investors may be notified of postings to the website by signing up for email alerts and RSS feeds on the "Investors" page of FirstEnergy's Internet 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 Regulation FD. Information contained on FirstEnergy’s Internet website, posted on FirstEnergy'sTwitter® handle or Facebook® page, or disseminated through Twitter®, and any corresponding applications of those sites, shall not be deemed incorporated into, or to be part of, this report.


18






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'its businesses and reviews those risks with the FE Board of Directors orand appropriate Committees of such Board and the FES Board of Directors, respectively.Board. The following risk factors and all other information contained in this report should be considered carefully when evaluating FirstEnergy and FES.FirstEnergy. 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,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and 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 the Transition to a Fully Regulated UtilityAssociated with Regulation


We Have Taken a Series of Actions to Focus Our Growth on Growing Our Regulated Operations, Particularly Within theDistribution and Regulated Transmission Segment.Operations. Whether This Investment Strategy Will Deliver the Desired Result isIs Subject to Certain Risks Which Could Adversely Affect Our Results of Operations and Financial Condition in the Future
We focus on capitalizing on investment opportunities available to our regulated operations - particularly within ourRegulated Distribution and Regulated Transmission segment -operations as we focus on delivering enhanced customer service and reliability. The success of these efforts will depend, in part, on successful recovery of our transmission investments. Factors that may affect rate recovery of our transmission investments include: (1) FERC’s timely approval of rates to recover such investments; (2) whether the investments are included in PJM's RTEP; (3) FERC's evolving policies with respect to incentive rates for transmission assets; (4) FERC's evolving policies with respect to the calculation of the base ROE component of transmission rates, as articulated in FERC's Opinion No. 531rates; (5) consideration and related orders; (5) considerationpotential impact of the objections of those who oppose such investments and their recovery; and (6) timely development, construction, and operation of the new facilities.
The success of these efforts will also depend, in part, on any 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 at FERC. Any denial of, or delay in, the approval of any future distribution or transmission rate requests could restrict us from fully recovering our cost of service, may impose risks on the Regulated TransmissionDistribution and Regulated DistributionTransmission operations, and could have a material adverse effect on our regulatory strategy, and results of operations.operations and financial condition.
Our efforts also could be impacted by our ability to finance the proposed expansion projects while maintaining adequate liquidity. There can be no assurance that our efforts to reflect a more regulated business profile will deliver the desired result which could adversely affect our future results of operations and financial condition.
Failure to Successfully Implement Strategic Alternatives for the CES Segment to Exit the Competitive Generation Business May Further NegativelyComplex and Materially Impact the Future Results of OperationsChanging Government Regulations and Financial Condition of FirstEnergy and FES
Weak wholesale energy and capacity marketsActions, Including Those Associated 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,Rates, Could 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 AdverseNegative Impact on FirstEnergy’s and FES’Our 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 subsidiariesWe 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 impactedcomprehensive regulation 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 withvarious federal, state and local statutes and regulations associated with public health and safety and theregulatory agencies that significantly influence our operating 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,or reinterpretations of, existing laws or regulations, or the Abilityimposition of new laws or regulations, could require us 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 transportationincur additional costs or other difficulties, labor relations or environmental or other regulations affecting fuel suppliers, could cause an adverse impact onchange the ability to operate CES' generating facilities, possibly resulting in lower sales and/or higher costsway we conduct our business, 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 matterstherefore 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 theour results of operations and financial positioncondition.
Our Utilities and Transmission Companies currently provide service at rates approved by one or more regulatory commissions. Thus, the rates the Utilities and Transmission Companies are allowed to charge may be decreased as a result of FirstEnergy and FESactions taken by decreasing sales marginsFERC or increasing the amount paid to purchase power to satisfy sales obligations in the statesby a state regulatory commission in which CES does business. CES is exposedthe utility operates. Also, these rates may not be set to riskrecover such applicable 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, if at all. 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 volatilityimplementation 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 market priceapplicable regulatory commission will determine that all of natural gas. Its ability to sell at a profit is highly dependent onour costs have been prudently incurred or that the price of natural gas. With low natural gas prices, other market participants that utilize natural gas-fired generationregulatory process in which rates are determined 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 couldalways result in penaltiesrates that exceed capacity revenues for a given unitwill produce full recovery of our costs in a given year. Extreme weather conditions, unplanned power plant outages, transmission disruptions, and other factors could affect CES' ability to meet its obligations,timely manner. Further, there can be no assurance that we will retain the expected recovery in future rate cases.
State Rate Regulation May Delay 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 theDeny Full Recovery of Costs from Retail Customers and Impose Risks on Our Operations. Any Denial of or Delay in Cost Recovery Could Have an Adverse Effect on theOur Business, Results of Operations, andLiquidity, Cash Flows and Financial Condition
Each of the Utilities' retail rates are set by its respective regulatory agency for utilities in the state in which it operates - in Maryland by the MDPSC, in New Jersey by the NJBPU, in Ohio by the PUCO, 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 Utilities; (vi) regulatory approval of rate recovery mechanisms for capital spending programs; 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 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 FESmay 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, reduce liquidity and increase financing costs.
RTOFederal 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
FERC policy currently permits recovery of prudently-incurred costs associated with cost-of-service-based wholesale power rates and the expansion and updating of transmission infrastructure within its jurisdiction. FERC’s policies on recovery of transmission costs continue to evolve, evidenced by ongoing proceedings to determine an appropriate ROE methodology to determine transmission ROEs and whether FERC’s existing policies on transmission rate incentives should be revised. If FERC were to adopt a different policy regarding recovery of transmission costs 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 earnings and cash flows, and adversely impact our financial condition.
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, Which Could Have an Adverse Effect on our Financial Condition
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 couldand terms of participation imposed and administered by various RTOs and ISOs that 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 markets function appropriately. Such actions may materially affect theour ability to sell, and the price we receive for, our energy and capacity produced by CES' generatingcapacity. In addition, PJM may direct our transmission-owning affiliates to build new transmission facilities to usersmeet PJM's reliability requirements or to provide new or expanded transmission service under the PJM Tariff.
We may be allocated a portion of the cost of transmission facilities built by others due to changes in certain markets. The rules governing the various regional power marketsRTO 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, which could affect its costs or revenues.time. 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 marketsaddition, RTOs have been volatiledeveloping rules associated with the allocation and RTO rulesmethodology of assigning costs associated with improved transmission reliability, reduced transmission congestion and firm transmission rights that may contribute to this volatility.
All of CES' generating assets currently participate in PJM, which conducts RPM auctions for capacityhave a financial impact 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.us.
As a member of an RTO, CES iswe 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.
Mandatory Renewable Portfolio Requirements, Energy Efficiency and Peak Demand Reduction Mandates and Energy Price Increases Could Negatively Impact Our Financial Results
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 and results of operations.


A number of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. Such conservation programs could result in load reduction and adversely impact our financial results in different ways. We currently have energy efficiency riders in place in certain of our states to recover the cost of these programs either at or near a current recovery time frame in the states where we operate.
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. 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.
Additionally, failure to meet regulatory or legislative requirements to reduce energy consumption or otherwise increase energy efficiency could result in penalties that could adversely affect our financial results.
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 Business Operations, Cash Flows 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 Related to Climate Change, Could Adversely Affect Cash Flows and Financial Condition
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.
Moreover, new environmental laws or regulations including, but not limited to GHG Emissions, CWA effluent limitations imposing more stringent water discharge regulations, or other changes to existing environmental laws or regulations may materially increase our costs of compliance or accelerate the timing of capital expenditures. 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. Due to the uncertainty of control technologies available to reduce GHG emissions, any legal obligation that requires substantial reductions of GHG emissions could result in substantial additional costs, adversely affecting cash flows 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 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 addition, there can be no assurance that any liabilities, losses or expenditures we may incur related to such environmental liabilities or contamination will be covered under any applicable insurance policies or that the amount of insurance will be adequate.
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.
The Risks Associated with Climate Change May Have an Adverse Impact on Our Business Operations, Financial Condition and Cash Flows
Physical risks of climate change, such as more frequent or more extreme weather events, changes in temperature and precipitation patterns, 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. 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, financial condition 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.
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, Cash Flows 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, cash flows and financial condition and could significantly impact our business operations.
We Are and May Become Subject to Legal Claims Arising from the Presence of Asbestos or Other Regulated Substances at Some of Our Facilities that May Have an Adverse Impact on our Business Operations, Financial Condition and Cash Flows
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.
Risks Related to Business Operations Generally
Temperature Variations as well as Severe Weather Conditions or other Natural Disasters Could Have an Adverse Impact on Our Results of Operations and Financial Condition
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, droughts, high winds 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.
We Are Subject to Financial Performance Risks from Regional and General Economic Cycles as Well as Heavy 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.

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 ourOur 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, which could have a material adverse effect on our business, financial condition and results of operations.
Failure to Provide Safe and Reliable Service and Equipment Could Result in Serious Injury or Loss of Life That May Harm Our Business Reputation and Adversely Affect ourOur Operating Results
We are obligatedcommitted to provide safe and reliable service and 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 equipment due to a number ofvarious factors, including 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, andlitigation or the imposition of penalties/fines or other adverse regulatory outcomes.
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 value of these contracts if a counterparty fails to 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 such provisions. Although the CFTC and the SEC have completed certain of their rulemaking, other rulemaking remains.
We rely on the OTC derivative markets as part of our program to hedge the price risk associated with our power portfolio. As a qualified end-user, we are required to comply with 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 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. These rules could impede our ability to meet our hedge targets in a cost-effective manner. FirstEnergy cannot predict the future 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 Subject to Uncertainties, and We Could Suffer Economic Losses Resulting in an Adverse Effect on Results of Operations Despite 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, 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.
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 Condition and Results of Operations and Financial Condition May be Adversely Affected by the Volatility in the Case of Proceedings RelatedPension and OPEB Expenses Due 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
We are involved in a number of litigation, arbitration, mediation, and similar proceedings including, but not limited to, such proceedings relating to certain fuel and fuel transportation contracts. These and other matters may divert financial and management resources that would otherwise be used to benefit our operations. Further, no assurances can be given that the resolution of these matters will be favorable to us. If certain matters were ultimately resolved unfavorably to us, the results of 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 condition 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 58% of FirstEnergy's generation fleet capacity is 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 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
FirstEnergy recognizes in income the Valuechange in the fair value of Pension Fund Assetsplan assets and Other Trust Funds, Which Could Require Significant Additional Fundingnet actuarial gains and Negatively Impactlosses for its 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, such as when the FES Debtors emerge from bankruptcy, resulting in greater volatility in pension and OPEB expenses and may materially impact our Resultsresults of Operations and Financial Conditionoperations such as when the FES Debtors emerge from bankruptcy.
Our financial statements reflect the values of the assets held in trust to satisfy our obligations to decommission our retired nuclear generating facilitiesfacility and under pension and other postemployment benefitOPEB 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 retired nuclear generating facilities,facility and 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 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 markets 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, Not Operated Efficiently, or if Capacity is Inadequate, Our Ability to Sell and Deliver Power May Be 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 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.
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.
Temperature Variations as well as Weather Conditions or other Natural Disasters Could Have an 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 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, such as changes in 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 are 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. Additionally, a significant number of our physical workforce are represented by unions. 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. However, 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 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 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. While 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 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
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 and Other Disruptions to Our Information Technology Systems Could Compromise Our Business Operations, Critical and Proprietary Information and Employee and Customer Data, Which Could Have a Material Adverse Effect on Our Business, Results of Operations, Financial Condition and Reputation
In the ordinary course of our business, we depend on 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 as a result of the rapidly evolving and increasingly sophisticated means by which attempts to defeat our security measures and gain access to our information technology systems may be made. Also, we may be at an increased risk of a cyber-attack and/or data security breach due to the nature of our business.
Any such cyber-attack, data security breach, damage, interruption and/or defect could: (i) disable our generation, transmission (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; (iii) adversely affect our customer operations; (iv)


corrupt data; and/or (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 in incidents that could result in economic loss and liability and harmful effects on the environment and human health, including loss of life. Additionally, 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, including as a result of cybersecurity-related litigation, will be covered under such 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 and 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, significant remediation costs, increased regulation, increased capital costs, increased protection costs for enhanced cyber securitycybersecurity systems or personnel, damage to our reputation and/or the rendering of our internal controls ineffective, all of which could materially adversely affect our business, results of operations, financial condition and reputation.
We Have Coal-Fired Generation Capacity, Which Exposes Us to Risk from Regulations Relating to Coal, GHGs and CCRs and Could Lead to Increased Costs or the Need to Spend Significant Resources to Defend Allegations of Violation
Approximately 82% of FirstEnergy's generation fleet capacity is coal-fired, totaling 3,160 MWs. 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 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.
Financial Risks Associated with Owning Coal-Fired Generation may have an Adverse Impact on our Business Operations, Financial Condition and Cash Flows
86% of MP's generation fleet, totaling 3,093 MWs, is coal-fired. Recently, certain members of the investment community have adopted investment policies promoting the divestment of coal-fired generation or otherwise limiting new investments in coal-fired generation. The impact of such efforts may adversely affect the demand for and price of our common stock and impact our and MP's access to the capital and financial condition.markets. Further, certain insurance companies have established policies limiting coal-related underwriting and investment. Consequently, these policies aimed at coal-fired generation could have a material adverse impact on our business operations, financial condition, and cash flows.



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, Cash Flows 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 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 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 a material adverse effect on our business, results of operations, cash flows 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, which has been extended to include $4.0up to $4.8$7.9 billion in investments from 2018 through 2021.2023. We also anticipate spending $1.7 billion per year in distribution capital expenditures from 2018 through 2023. 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.
Our Use of Non-Derivative and Derivative Contracts to Mitigate Risks Could Result in Financial Losses That May Negatively Impact Our Financial Results
We may use a variety of non-derivative and derivative instruments, such as swaps, options, futures and forwards, to manage our 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 value of these contracts if a counterparty fails to perform or if there is limited liquidity of these contracts in the market.
The Outcome of Litigation, Arbitration, Mediation, and Similar Proceedings Involving Our Business, or That of One or More of Our Operating Subsidiaries, Is Unpredictable and an Adverse Decision in Any Material Proceeding Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations
We are involved in a number of litigation, arbitration, mediation, and similar proceedings. These and other matters may divert financial and management resources that would otherwise be used to benefit our operations. Further, no assurances can be given that the resolution of these matters will be favorable to us. If certain matters were ultimately resolved unfavorably to us, the results of operations and financial condition of FirstEnergy could be materially adversely impacted.
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 condition and operating results.
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 are 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. Additionally, a significant number of our physical workforce are represented by unions. 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. However, 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 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 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. While 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 higher than expected which could adversely affect our results of operations, financial condition and liquidity.
Changes in Technology and Regulatory Policies May Make Our Facilities Significantly Less Competitive and Adversely Affect Our Results of Operations
We primarily generateTraditionally, electricity is generated 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 make newer generation technologies more cost-effective, or that changes in regulatory policy will create benefits that otherwise make these newer generation technologies even more competitive with central station electricity production. Increased competition, whether from such advances in technologies 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, which could have a material adverse effect on our results of operations.


Further, toTo the extent that newer 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 and could adversely affect our business and results of operations.
Certain FirstEnergy Companies Have Guaranteed the Performance of Third Parties, Which May Result in Substantial Costs or the Incurrence of Additional Debt and Adversely Affect Our Results of Operations, Cash Flows and Financial Condition
Certain FirstEnergy companies have issued 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 senior secured term loan facility, under which Global Holding's outstanding principal balance is $275 million.approximately $114 million at December 31, 2019. In the event of non-performance by the third parties, FirstEnergy could incur substantial cost to fulfill this 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$114 million.

Energy Companies are Subject to Adverse Publicity Causing Less Favorable Regulatory and Legislative Outcomes Which Could have an Adverse Impact on Our Business
Energy companies, including FirstEnergy's utility subsidiaries,the Utilities and Transmission Companies, have been the subject of criticism 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, as well as negative publicity associated with the 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 RegulationRelated to the FES Bankruptcy

We Are Subject to Risks Relating to the FES Bankruptcy
As previously disclosed, the FES Debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code to facilitate an orderly restructuring. It is possible that as part of the restructuring process, claims may be asserted by or on behalf of the FES Debtors against non-debtor affiliates of the FES Debtors. Any assertions of claims by creditors of the FES Debtors against FirstEnergy may require significant effort, resources, and money to defend or could result in material losses to FirstEnergy.

Any Subsequent Modifications to, Denial of, or Delay in the Effectiveness of the PUCO’s Approval of the DMR Could Impose Significant Risks on FirstEnergy’s Operations and Materially and Adversely Impact the Credit Ratings, Results of Operations and Financial Condition of FirstEnergy
On October 12, 2016, the PUCO denied the Ohio Companies’ modified Rider RRS and,We can provide no assurance that any such claims, if asserted, will be resolved in accordance with the PUCO Staff’s recommendation, approvedFE Bankruptcy settlement agreement or a new DMR providing formanner that is satisfactory to FirstEnergy.
Management of FirstEnergy has been and may continue to be required to spend a significant amount of time and effort dealing with the collectionFES Bankruptcy instead of $204 million annually (grossed up for income taxes) for three years with a possible extension forfocusing on FirstEnergy’s business operations, which could have 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 effectiveness of, the PUCO’s order approving the DMR could impose risksadverse impact on our ability to execute our business plan and operations. Additionally, FirstEnergy’s operations, as well as its relationship with its employees, suppliers, customers and other parties, may be materially and adversely impactimpacted by negative or confusing publicity related to the credit ratings, results of operationsFES Bankruptcy or otherwise. The FES Bankruptcy also may make it more difficult to retain, attract or replace management and financial condition of FirstEnergy.other key personnel.
Complex and Changing Government Regulations, Including Those Associated With Rates and Rate Cases and Restrictions and Prohibitions on Certain Business DealingsWe are Subject to Risks that the Conditions to the FES Bankruptcy Settlement Agreement May Not be Satisfied or the Settlement May Not Otherwise be Consummated, Which Could Have a NegativeMaterial Adverse Impact on OurFirstEnergy’s Business, Financial Condition, Results of Operations and Cash Flows
WeOn September 26, 2018, the Bankruptcy Court approved a FES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, the FES Key Creditor Groups, and the FES Debtors, which was subsequentially amended on November 21, 2019 and approved by the Bankruptcy Court on December 16, 2019. Under the FES Bankruptcy settlement agreement, FirstEnergy agreed to provide the FES Debtors a release of substantially all claims related to the FES Debtors and their businesses, including for the full borrowings under intercompany financing arrangements and recovery of obligations previously paid under guarantees; payments in the form of cash not to exceed $853 million in aggregate principal amount; the transfer of AE Supply’s Pleasants Power Station; which was completed on January 30, 2020, an offsetting credit for shared services costs; funding for certain employee benefit programs; and continued performance under the intercompany tax sharing agreements, including waiver of an FES overpayment, reversal of a payment made for estimated net operating losses and agreement to pay certain 2018 tax year payments. In exchange, the FES Bankruptcy settlement agreement would resolve all outstanding disputes with respect to the claims and causes of action related to the FES Debtors and their businesses among FirstEnergy, on the one hand and the FES Debtors, the FES Key Creditor Groups, and the UCC, on the other hand.
The FES Bankruptcy settlement agreement and the releases granted therein 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 a 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 a state regulatory commission in which the 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, thereconditions. There can be no assurance that the applicable regulatory commissionconditions to the settlement agreement will determine that all of our costs have been prudently incurredbe satisfied or that the regulatory process in which rates are determinedsettlement will always result in rates that will produce full recoveryotherwise be consummated, and the actual outcome of our costs in a timely manner. Further, there canthis matter may differ materially from the terms of the agreement. If the settlement were not consummated, the FES Debtors or their creditors could assert various claims against FirstEnergy, while FirstEnergy’s ability to recover any value from obligations owed it by the FES Debtors, secured or otherwise, may be no assurance that we will retain the expected recovery in future rate cases.
limited. In addition, as a U.S. corporation, we are subject to U.S. laws, Executive Orders, and regulations administered and enforced byif the U.S. Departmentsettlement were not consummated, the costs of Treasury andadditional potential liabilities resulting from 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 whichFES Bankruptcy could have a material and adverse effectimpact on ourFirstEnergy’s business, financial condition, results of operations and cash flows.
State Rate RegulationCertain Events in Connection with the Disposition of Competitive Generation Assets May Delay or Deny Full Recovery of CostsSignificantly Increase Cash Flows and ImposeLiquidity Risks on Our Operations. Any Denial of or Delay in, Cost Recovery Couldand Have ana Material Adverse Effect on Our Business, Results of Operations Cash Flows and the Financial Condition of FirstEnergy
EachAs part of the Utilities' retail rates are set by its respective regulatory agency for utilities in the state inFES Bankruptcy settlement agreement, AE Supply entered into a definitive agreement on December 31, 2018, which it operates - in Marylandwas approved by the MDPSC, in Ohio byBankruptcy Court on March 7, 2019, to transfer the PUCO, in New Jersey by1,300 MW Pleasants Power Station and related assets to FG, while retaining certain specified liabilities, which transfer was completed on January 30, 2020. AE Supply will continue to provide access to 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 mayMcElroy's Run CCR Impoundment Facility, which was 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 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.transferred. In addition, toFE provides certain guarantees for retained environmental liabilities of AE Supply, including 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.
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
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 earnings and cash flows, and impact our financial condition.
There are multiple matters pending before FERC. There can be no assurance as to the outcome ofMcElroy’s Run CCR Impoundment Facility. Liabilities incurred under these proceedings and an adverse resultguarantees could have an adverse impact on FirstEnergy’s resultsthe financial condition of operations and business conditions.FirstEnergy.
The Business Operations
Further, as part of Our Subsidiaries That Sell WholesaleAE Supply’s sale of gas generation assets to a subsidiary of LS 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 waiversFE provided two limited three-year guarantees totaling $555 million of certain FERC accounting, record-keepingobligations of AE Supply and reporting requirements, as well as, for certain ofAGC arising under the purchase agreement. Liabilities incurred under 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 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 and the loss of flexibility afforded by the waivers associated with the current market-based rate authorizations.
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. Such conservation programs could result in load reduction and adversely impact our financial results in different ways. To the extent conservation results in reduced energy demand or significantly slows 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.
Currently, only our Ohio Companies recover lost distribution 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. 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.
Additionally, failure to meet regulatory or legislative requirements to reduce energy consumption or otherwise increase energy efficiency could result in penalties that could adversely affect our financial 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 and results of operations.
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 Operations, Financial Condition and Cash 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, whichguarantees 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.of FE.
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 Withwith Financing and Capital Structure


In the Event of Volatility or Unfavorable Conditions in the Capital and Credit Markets, 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 May be Adversely Affected, Which Could Negatively 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. In the event of volatility in the capital and credit markets, our ability to draw on our credit facilities and 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.


Should 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, our access to liquidity needed for our 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.
Energy markets depend heavily on active participation by multiple counterparties, which could be adversely affected should 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 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 remarketingsremarketing 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. 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 ourFirstEnergy or ourFirstEnergy 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 or execute on our business strategies by substantially increasing the cost of, or limiting access to, capital.
Any Default by CustomersFailure to Comply with Debt Covenants in our Credit Agreements or Other CounterpartiesConditions Could HaveAdversely Affect our Ability to Execute Future Borrowings and/or Require Early Repayment.
Our debt and credit agreements contain various financial and other covenants including a Material Adverse Effect on Our resultsconsolidated debt to total capitalization ratio of Operations and Financial Condition
We are exposedno more than 65% measured at the end of each fiscal quarter. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of 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,agreements, which would cause ournegatively affect the applicable company's financial results to be diminishedcondition and we might incur losses. Some of our agreements contain provisions that require the counterparties to provide credit support to secureliquidity.




allThe Anticipated Phasing Out of LIBOR after 2021 Could Adversely Affect our Financial Results

A portion of FirstEnergy’s indebtedness bears interest at fluctuating interest rates, primarily based on LIBOR. LIBOR tends to fluctuate based on general interest rates, rates set by the U.S. Federal Reserve and other central banks, the supply of and demand for credit in the London interbank market and general economic conditions. FirstEnergy has not hedged its interest rate exposure with respect to its floating rate debt. Accordingly, FirstEnergy’s interest expense for any particular period will fluctuate based on LIBOR and other variable interest rates. On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S. dollar LIBOR with a newly created index, calculated based on repurchase agreements backed by treasury securities. It is not possible to predict the effect of these changes, other reforms or partthe establishment of their obligationsalternative reference rates in the United Kingdom, the United States or elsewhere. To the extent these interest rates increase, interest expense will increase. If sources of capital for FirstEnergy are reduced, capital costs could increase materially. Restricted access to FirstEnergy capital markets and/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, whichincreased borrowing costs could have a materialan adverse effect on our results of operations, cash flows, financial condition and financial condition.liquidity.

We Must Rely on Cash from Our Subsidiaries and Any Restrictions on Our Utility Subsidiaries'The Utilities and Transmission Companies’ 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. Any inability of our subsidiaries to pay dividends or make cash payments to us may adversely affect our cash flows and financial condition.

Additionally, our utilitythe Utilities and transmission subsidiariesTransmission Companies 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 utilitythe Utilities and transmission subsidiariesTransmission Companies 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 They May be Paid


Our Board of Directors will continue to regularly evaluate our common stock dividend and determine whether to declare a dividend, and an appropriate dividendamount thereof, 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. Further, 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 RecognitionTax Characterization of ImpairmentsOur Distributions to Shareholders Will Likely Change

When we make distributions to shareholders, we are required to subsequently determine and report the tax characterization of Goodwillthose distributions for purposes of shareholders’ income taxes. Whether a distribution is characterized as a dividend or a return of capital (and possible capital gain) depends upon an internal tax calculation to determine earnings and Long-Lived Assets Has Adversely Affected Our Resultsprofits for income tax purposes (E&P). E&P should not be confused with earnings or net income under GAAP. Further, after we report the expected tax characterization of Operations and Additional Impairments indistributions we have paid, the CES Segment Could Result Under Certain Circumstances actual characterization could vary from our expectation with the result that holders of our common stock could incur different income tax liabilities than expected.

In One or More Events of Default Under Various Agreements Relatedgeneral, distributions are characterized as dividends to the Indebtednessextent the amount of FEsuch distributions do not exceed our calculation of current or accumulated E&P. Distributions in excess of current and Haveaccumulated E&P may be treated as a Material Adverse Effect onnon-taxable return of capital. Generally, a non-taxable return of capital will reduce an investor’s basis in our stock for federal tax purposes, which will impact the calculation of gain or loss when the stock is sold.

Our internal calculation of E&P can be impacted by a variety of factors. We expect that 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 impairmentaccumulated E&P may have occurred. Key assumptions incorporated in the estimated cash flows usedbeen exhausted 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,2019 tax year or will be exhausted upon the impact of pending carbon and other environmental legislation and terminal multiples.
We are unable to predict whether further impairments of one orFES Debtors’ emergence from bankruptcy. All else being equal, eliminating accumulated E&P will make it more likely that at least a portion of our long-lived assetscurrent or investments may occur infuture distributions will be characterized for shareholders’ tax purposes as a return of capital. Upon such characterization, shareholders are urged to consult their own tax advisors regarding the future. The actual timing and amountsincome tax treatment of any impairmentsour distributions 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 goodwill, a long-lived asset, or other investments are impaired would result in a non-cash charge that could materially adversely affect our results of operations and 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 theirthem.


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.





None.

ITEM 2.PROPERTIES


The first mortgage indentures for the Ohio Companies, Penn, MP, PE WP, FG and NGWP 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 7, "Leases," and Note 12,11, "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 JanuaryDecember 31, 2018,2019, 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' competitivethe Corp/Other units are owned by AE Supply and the Regulated Distribution segment generating units are owned by NG (nuclear) and FG (non-nuclear); the regulated generating units are owned byeither JCP&L andor MP.
      Competitive  
Plant (Location) Unit Total FES AE Supply Regulated
    Net Demonstrated Capacity (MW)
Super-critical Coal-fired:  
        
Bruce Mansfield (Shippingport, PA) 1
 830
(1)830
 
 
Bruce Mansfield (Shippingport, PA) 2
 830
 830
 
 
Bruce Mansfield (Shippingport, PA) 3
 830
 830
 
 
Harrison (Haywood, WV) 1-3
 1,984
 
 
 1,984
Pleasants (Willow Island, WV) 1-2
 1,300
(9)
 1,300
 
W. H. Sammis (Stratton, OH) 6-7
 1,200
  
1,200
 
 
Fort Martin (Maidsville, WV) 1-2
 1,098
 
 
 1,098
    8,072
 3,690
 1,300
 3,082
Sub-critical and Other Coal-fired:          
W. H. Sammis (Stratton, OH) 1-5
 1,010
(7)1,010
 
 
Bay Shore (Toledo, OH) 1
 136
(7)136
 
 
OVEC (Cheshire, OH) (Madison, IN) 1-11
 188
(2)110
 67
 11
   
 1,334
  
1,256
 67
 11
Nuclear:  
  
  
     
Beaver Valley (Shippingport, PA) 1
 939
 939
 
 
Beaver Valley (Shippingport, PA) 2
 933
 933
 
 
Davis-Besse (Oak Harbor, OH) 1
 908
 908
 
 
Perry (N. Perry Village, OH) 1
 1,268
 1,268
 
 
   
 4,048
  
4,048
 
 
Gas/Oil-fired:  
  
  
     
West Lorain (Lorain, OH) 1-6
 545
 545
 
 
Forked River (Ocean County, NJ) 2
 86
 86
 
 
Buchanan (Oakwood, VA) 1-2
 43
(3)
 43
(8)
Other   59
 59
 
 
    733
 690
 43
 
Pumped-storage Hydro:  
  
  
     
Bath County (Warm Springs, VA) 1-6
 1,200
(4)
 713
(8)487
Yard’s Creek (Blairstown Twp., NJ) 1-3
 210
(5)
 
 210
    1,410
 
 713
 697
Wind and Solar Power  
 496
(6)496
 
 
Total   16,093
 10,180
 2,123
 3,790
Plant (Location) Unit Total Corp/Other Regulated Distribution
    Net Demonstrated Capacity (MW)
Super-critical Coal-fired:        
Harrison (Haywood, WV) 1-3 1,984
 
 1,984
Pleasants (Willow Island, WV) 1-2 1,300
(1)1,300
 
Fort Martin (Maidsville, WV) 1-2 1,098
 
 1,098
    4,382
 1,300
 3,082
Sub-critical and Other Coal-fired:        
OVEC (Cheshire, OH) (Madison, IN) 1-11 78
(2)67
 11
         
Pumped-storage Hydro:    
  
   
Bath County (Warm Springs, VA) 1-6 487
(3)
 487
Yard’s Creek (Blairstown Twp., NJ) 1-3 210
(4)
 210
    697
 
 697
Total   5,157
 1,367
 3,790


(1) 
Includes FE's leasehold interestOn August 26, 2018, FirstEnergy, the FES Key Creditor Groups, the FES Debtors and the UCC entered into a FES Bankruptcy settlement agreement which included the transfer of 93.83% (779 MWs) from non-affiliates.the Pleasants Power Station and related assets to FES or its designee for the benefit of FES' creditors. Prior to the transfer, which was completed on January 30, 2020, and beginning January 1, 2019, FES acquired the economic interests in Pleasants and AE Supply operated Pleasants until the transfer.
(2) 
Represents FES' 4.85%, AE Supply's 3.01% and MP's 0.49% entitlement based on their participation in OVEC.
(3) 
Represents BU Energy's 50% interest. BU Energy is a subsidiary of AE Supply.
(4)
Represents AGC's 40%16.25% undivided interest in Bath County. The station is operated by VEPCO. AGC is 59% owned by AE Supply and 41% owned by MP.
(5)(4) 
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)
Subject to an asset purchase agreement with a subsidiary of LS Power, expected to close in the first half of 2018.
(9)
On February 16, 2018, AE Supply announced its intent to sell or deactivate the Pleasants Power Station by January 1, 2019.





The above generating plants and load centers are connected by a transmission system consisting of elements havingwith various voltage ratings ranging from 23 kV to 500 kV. FirstEnergy's overhead and underground transmission lines aggregate 24,49324,486 circuit miles.


The Utilities’ electric distribution systems include 276,555269,691 miles of overhead pole line and underground conduit carrying primary, secondary and street lighting circuits. They own

FirstEnergy owns substations with a total installed transformer capacity of approximately 164,470,215156,115,196 kV-amperes.


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



FirstEnergy’s distribution and transmission systems as of December 31, 2017,2019, 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
OE67,194
 378
 7,924,723
67,340
 379
 7,228,811
Penn13,605
 
 1,033,407
13,609
 
 915,584
CEI33,473
 
 10,174,280
33,037
 
 9,296,048
TE19,048
 73
 2,916,453
19,039
 73
 2,941,606
JCP&L23,555
 2,598
 23,505,921
23,680
 2,598
 21,375,598
ME18,929
 
 5,160,600
18,983
 
 4,804,655
PN27,623
 
 9,059,288
27,670
 
 6,828,636
ATSI(3)

 7,808
 38,895,189

 7,889
 37,985,722
WP25,008
 4,339
 16,016,116
24,737
 4,331
 14,266,148
MP22,324
 2,653
 12,206,638
22,322
 2,612
 13,314,783
PE25,796
 2,149
 11,256,764
19,274
 2,086
 10,514,104
TrAIL
 261
 13,130,600

 262
 13,643,600
MAIT
 4,234
 13,190,236

 4,256
 12,999,901
Total276,555
 24,493
 164,470,215
269,691
 24,486
 156,115,196


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

ITEM 3.LEGAL PROCEEDINGS


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

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, dividendsdividend information, shareholder return and holders of common stock is included in Item 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.


FirstEnergy had no transactions regarding purchases of FE common stock during the fourth quarter of 2017.2019.


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, 2017 2016 2015 2014 2013 2019 2018 2017 2016 2015
 (In millions, except per share amounts) (In millions, except per share amounts)
Revenues $14,017
 $14,562
 $15,026
 $15,049
 $14,892
 $11,035
 $11,261
 $10,928
 $10,700
 $10,583
Income (Loss) From Continuing Operations $(1,724) $(6,177) $578
 $213
 $375
 $904
 $1,022
 $(289) $551
 $383
Earnings (Loss) Available to FirstEnergy Corp. $(1,724) $(6,177) $578
 $299
 $392
Net Income (Loss) Attributable to Common Stockholders $908
 $981
 $(1,724) $(6,177) $578
Earnings (Loss) per Share of Common Stock:                    
Basic - Continuing Operations $(3.88) $(14.49) $1.37
 $0.51
 $0.90
 $1.69
 $1.33
 $(0.65) $1.29
 $0.91
Basic - Discontinued Operations 
 
 
 0.20
 0.04
 0.01
 0.66
 (3.23) (15.78) 0.46
Basic - Earnings (Loss) Available to FirstEnergy Corp. $(3.88) $(14.49) $1.37
 $0.71
 $0.94
Basic - Net Income (Loss) Attributable to Common Stockholders $1.70
 $1.99
 $(3.88) $(14.49) $1.37
                    
Diluted - Continuing Operations $(3.88) $(14.49) $1.37
 $0.51
 $0.90
 $1.67
 $1.33
 $(0.65) $1.29
 $0.91
Diluted - Discontinued Operations 
 
 
 0.20
 0.04
 0.01
 0.66
 (3.23) (15.78) 0.46
Diluted - Earnings (Loss) Available to FirstEnergy Corp. $(3.88) $(14.49) $1.37
 $0.71
 $0.94
Diluted - Net Income (Loss) Attributable to Common Stockholders $1.68
 $1.99
 $(3.88) $(14.49) $1.37
                    
Weighted Average Shares Outstanding:          
Weighted Average Number of Common Shares Outstanding:          
Basic 444
 426
 422
 420
 418
 535
 492
 444
 426
 422
Diluted 444
 426
 424
 421
 419
 542
 494
 444
 426
 424
Dividends Declared per Share of Common Stock $1.44
 $1.44
 $1.44
 $1.44
 $1.65
 $1.53
 $1.82
 $1.44
 $1.44
 $1.44
          
As of December 31,          
          
Total Assets $42,257
 $43,148
 $52,094
 $51,552
 $49,980
 $42,301
 $40,063
 $42,257
 $43,148
 $52,094
Capitalization as of December 31:          
Capitalization:          
Total Equity $3,925
 $6,241
 $12,422
 $12,422
 $12,695
 $6,975
 $6,814
 $3,925
 $6,241
 $12,422
Long-Term Debt and Other Long-Term Obligations 21,115
 18,192
 19,099
 19,080
 15,753
 19,618
 17,751
 18,687
 15,251
 16,444
Total Capitalization $25,040
 $24,433
 $31,521
 $31,502
 $28,448
 $26,593
 $24,565
 $22,612
 $21,492
 $28,866


PRICE RANGE OF


32




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.
 2017 2016
 High Low High Low
First Quarter$32.54
 $29.51
 $36.54
 $30.62
Second Quarter$31.94
 $27.93
 $36.32
 $31.37
Third Quarter$33.08
 $28.93
 $36.60
 $32.12
Fourth Quarter$35.22
 $30.18
 $34.83
 $29.33
Yearly$35.22
 $27.93
 $36.60
 $29.33

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




SHAREHOLDER RETURN


The following graph shows the total cumulative return from a $100 investment on December 31, 20122014, in FE’s common stock compared with the total cumulative returns of EEI’s Index of Investor-Owned Electric Utility Companies and the S&P 500.
chart-b578983048d55ceea54.jpg


HOLDERS OF COMMON STOCK


There were 79,916 and 79,45470,622 holders of 445,334,111 and 475,589,829540,652,222 shares of FE’s common stock as of December 31, 20172019, and 70,327 holders of 540,713,909 shares of FE's common stock as of January 31, 2018, respectively.2020. We have historically paid quarterly cash dividends on our common stock. Dividend payments are subject to declaration by the Board and future dividend decisions determined by the Board may be impacted by earnings growth, cash flows, credit metrics and other business conditions. Information regarding retained earnings available for payment of cash dividends is given in Note 12,11, "Capitalization," of the Combined Notes to Consolidated Financial Statements.





33






ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements: This Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management.available. Such statements are subject to certain risks and 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 statementsexpectations, and typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” "forecast," "target," "will," "intend," “believe,” "project," “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:following (see Glossary of Terms for definitions of capitalized terms):


The ability to experience growth in the Regulated Distribution and Regulated Transmission segments and the effectiveness of our strategy to transition to a fully regulated business profile.
The accomplishment of our regulatory and operational goals in connectionsuccessfully execute an exit from commodity-based generation, including, without limitation, mitigating exposure for remedial activities associated with our transmission and distribution investment plans, including, but not limited to, our planned transition to 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.formerly owned generation assets.
The ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, the abilityour strategy to operate and grow as a fully regulated business, to execute our transmission and distribution investment plans, to continue to reduce costs, and to successfully execute our financial plans designed to improve our credit metrics, and strengthen our balance sheet.sheet and grow earnings.
Success of legislativeLegislative 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 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,developments, including, but not limited to, any such proceedingsmatters related to vendor commitments,rates, compliance and enforcement activity.
Economic and weather conditions affecting future operating results, such as long-term fuelsignificant weather events and transportation agreements.other natural disasters, and associated regulatory events or actions.
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 toChanges in assumptions regarding economic conditions within our territories, the reliability of theour transmission grid,and distribution system, or the timing thereof.
The impact of other future changes to the operational status or availability of our generating unitscapital or other resources supporting identified transmission and any capacity performance charges associated with unit unavailability.
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil prices, and their availability and impact on margins.
Costs being higher than anticipated and the success of our policies to control costs and to mitigate low energy, capacity and market prices.
Replacement power costs being higher than anticipated or not fully hedged.
Our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of fuel and fuel transportation on such margins.
The 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).distribution investment opportunities.
Changes in customers'customers’ demand for power, including, but not limited to, changes resulting from the implementationimpact of state and federalclimate change or 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 counterpartiesor others with which we do business, including fuel suppliers.business.
The impact of labor disruptions by our unionized workforce.
The risks associated with cyber-attacks and other disruptions to our information technology system, thatwhich may compromise our generation, transmission and/or distribution servicesoperations, 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.information.
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.
Other legislativeChanges to environmental laws and regulatory changes, including the federal administration's required review and potential revision of environmental requirements,regulations, 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 respectthose related 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.climate change.
Changing market conditions that could affectaffecting the measurement of certain liabilities and the value of assets held in our NDTs, pension trusts and other trust funds, and causeor causing us and/or our subsidiaries to make additional contributions sooner, or in amounts that are larger, than currently anticipated.
The impactrisks associated with the FES Bankruptcy that could adversely affect us, our liquidity or results of changesoperations, including, without limitation, that conditions to the FES Bankruptcy settlement agreement may not be met or that the FES Bankruptcy settlement agreement may not be otherwise consummated, and if so, the potential for litigation and payment demands against us by FES or FENOC or their creditors.
The risks associated with the decommissioning of our retired and former nuclear facilities.
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings.
Labor disruptions by our unionized workforce.
Changes to significant accounting policies.
The impact of anyAny 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 financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, and our subsidiaries.including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions.
Further actionsActions that may be taken by credit rating agencies that could negatively affect us and/oreither our subsidiaries’ access to or terms of financing increase the costs thereof, increase requirements to post additional collateral to support, or accelerate payments under outstanding commodity positions, LOCs and other financial guarantees, and the impact of these events on theour financial condition and liquidity of FirstEnergy and/or its subsidiaries, specifically FES and its subsidiaries.
Issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business.liquidity.
The risks and other factors discussed from time to time in our SEC filings, and other similar factors.filings.


Dividends declared from time to time on FE'sour 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'sour 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'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) other factors discussed herein and in FirstEnergy's 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.SEC. 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'sour 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. Each of the registrantsWe expressly disclaimsdisclaim any obligation to update or revise,


except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.

35






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


FirstEnergyFE and its subsidiaries are principally involved in the transmission, distribution and generation transmission and distribution of electricity. Itselectricity through its reportable segments, are as follows: Regulated Distribution and Regulated Transmission, and CES.Transmission.


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 and delivering electric generation andfrom transmission facilities to customers, including the deferral and amortization of certain fuelrelated costs.


The service areas of, and customers served by, FirstEnergy's regulated distribution utilities as of December 31, 2019, are summarized below (in thousands):
Company Area Served 
Customers Served(1)
OE Central and Northeastern Ohio 1,0491,055

Penn Western Pennsylvania 166168

CEI Northeastern Ohio 751752

TE Northwestern Ohio 311313

JCP&L Northern, Western and East Central New Jersey 1,1271,142

ME Eastern Pennsylvania 569575

PN Western Pennsylvania and Western New York 587

WP Southwest, South Central and Northern Pennsylvania 726729

MP Northern, Central and Southeastern West Virginia 392

PE Western Maryland and Eastern West Virginia 409419

    6,0876,132
(1)As of December 31, 2017


The Regulated Transmission segment transmits electricity throughprovides transmission facilitiesinfrastructure owned and operated by ATSI, TrAIL, MAIT (effective January 31, 2017)the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP). to transmit electricity from generation sources to distribution facilities. The segment's revenues are primarily derived from forward-looking formula rates at ATSI and TrAIL,the Transmission Companies as well as stated transmission rates at certain of FirstEnergy's utilities. As discussed in "Outlook - FERC Matters" below, MAITJCP&L, MP, PE and JCP&L submitted applications to FERC requesting authorization to implement forward-looking formulaWP. Effective January 1, 2020, JPC&L's transmission rates. In March 2017, FERC approved JCP&L's and MAIT'srates became forward-looking formula rates, subject to refund, with effective dates of June 1, 2017,pending further hearing 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.proceedings. Both the forward-looking formula and stated rates recover costs that the regulatory agencies determine are permitted to be recovered and provide a return on transmission capital investment. Under forward-looking formula rates, the revenue requirement is updated annually based on a projected rate base and projected costs, which areis 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 electricityCorporate/Other reflects corporate support not charged to end-use customers through retail and wholesale arrangements, including competitive retail sales to customers primarily in Ohio, Pennsylvania, Maryland, Michigan, New Jersey and 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 further discussed below, 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.

InterestFE's subsidiaries, interest expense on stand-aloneFE’s holding company debt corporate income taxes and other businesses that do not constitute an operating segment are categorized as Corporate/Other for reportable business segment purposes.segment. Additionally, reconciling adjustments for the elimination of inter-segment transactions and discontinued operations are included in Corporate/Other. As of December 31, 2017,2019, 67 MWs of electric generating capacity, representing AE Supply's OVEC capacity entitlement, was included in continuing operations of Corporate/Other. As of December 31, 2019, Corporate/Other had $6.8approximately $7.1 billion of stand-aloneFE holding company long-term debt, of which $1.45 billion was subject to variable-interest rates, and $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.debt.



36







EXECUTIVE SUMMARY


FirstEnergy’s strategyFirstEnergy is to be a forward-thinking fully regulated electric utility company, focusingfocused on stable and predictable earnings and cash flow from its regulated business units - Regulated Distribution and Regulated Transmission - which focus onthrough delivering enhanced customer service and reliability. Together,reliability that supports FE's dividend.

In 2019, FirstEnergy continued its significant progress of executing on its regulated growth plans, which included the Regulated Distributionfollowing achievements:

MDPSC-approved distribution base rate increase,
MDPSC-approved EDIS programs,
NJ BPU-approved JCP&L IIP settlement,
PUCO-approved Ohio Grid Modernization plan and Tax Reform settlement,
PUCO-approved Ohio Companies’ decoupling application,
WVPSC-approved ENEC rates that began January 1, 2020,
Filed for forward-looking formula rates for JCP&L’s transmission assets,
Pennsylvania Companies filed LTIIP II plans for 2020-2024, including a DSIC cap increase at Penn to 7.5%, approved in January 2020,
Signed an agreement to transfer TMI-2 to a subsidiary of EnergySolutions, LLC,
Received credit ratings upgrades from Fitch Ratings at FE and all rated Utility and Transmission businesses are expectedsubsidiaries,
Received credit ratings upgrades from Moody's at ATSI, CEI, JCP&L, MAIT, OE, Penn and TE,
Announced that the FE Board of Directors approved a 3% increase to provide stable, predictable earningsthe dividend payable March 1, 2020, and cash flows that support FE’s dividend.

Published a Strategic Plan and a Corporate Responsibility Report as part of our forward-thinking strategy and commitment to ESG issues.
The
With an operating territory of 65,000 square miles, 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,Over the past several years, Regulated Distribution has experienced significantrate base growth through investments that have improved reliability and added 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 current capital plan, which includes $5.7 to $6.7over $10 billion in forecasted capital investments from 2018 through 2021,2023, Regulated Distribution’s rate base compounded annual growth rate is expected to be approximately 5%4% from 2018 through 2021.2023. Additionally, this business is exploring other opportunities for growth, including investments in electric system improvement and modernization projects to increase reliability and improve service to customers, as well as exploring opportunities in customer engagement that focus on the electrification of customers'customers’ homes and businesses by providing a full range of products and services.


With approximately 24,500 miles of transmission lines in operations,operation, the Regulated Transmission business is the centerpiece of FirstEnergy’s regulated investment strategy with approximately 80%nearly 90% of its capital investments recovered under forward-looking formula rates including ATSI, TrAIL,at the Transmission Companies, and MAIT, which recently filed a proposed settlement with FERC regarding its formula rate, as well as the transmission system atbeginning in 2020, 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.&L. Regulated Transmission has also experienced significant growth as part of its Energizing the Future transmission plan with $4.4 billion in capital investment from 2014 through 2017 and plans to invest $4.0 to $4.8over $7 billion in capital from 2018 to 2021,2023, which areis expected to result in Regulated Transmission rate base compounded annual growth rate of approximately 11%10% from 2018 through 2021.2023.


As part of the Energizing the Future initiative, the Center for Advanced Technology was opened in Akron, Ohio in April 2019. The 88,000 square feet facility was designed to be a hands-on environment where engineers and technicians can develop and evaluate new technology and grid solutions and simulate a variety of real-world conditions.

FirstEnergy believes there are incremental investment opportunities for its existing transmission infrastructure of approximatelyover $20 billion beyond those identified through 2021,2023, which are expected to strengthen grid and cyber-security and make the transmission system more reliable, robust, secure and resistant to extreme weather events, with improved operational flexibility.


The Company continuesIn November 2018, the Board of Directors approved a dividend policy that includes a targeted payout ratio. As a first step, the Board declared a $0.02 increase to focus on itsthe common dividend payable March 1, 2019, to $0.38 per share, which represents an increase of 6% compared to the quarterly dividend of $0.36 per share that has been paid since 2014. In November 2019, the Board declared a $0.01 increase to the common dividend payable March 1, 2020, to $0.39 per share, which represents a 3% increase. Modest dividend growth enables enhanced shareholder returns, while still allowing for continued substantial 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,investments. Dividend payments are subject to adjustmentsdeclaration by the Board and through multiple, independent closings. On December 13, 2017, AE Supply completedfuture dividend decisions determined by 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 customaryBoard may be impacted by earnings growth, cash flows, credit metrics and other closing conditions, including, without limitation, receipt of regulatory approvals.business conditions.


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 addressFirstEnergy is progressing in 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 "Outlook - West Virginia," below, which included MP assuming significant commodity risk. Basedsustainability efforts. In 2019, FirstEnergy's Sustainability group focused on the FERC rulingcontinued realization of sustainability accomplishments. In November 2019, FirstEnergy's Corporate Responsibility Report was published. The report addresses FirstEnergy's work to reduce the environmental impact of our operations, including progress on our CO2 reduction goal, as we continue to build, strengthen and the conditions includedmodernize our transmission and distribution system. The report also describes FirstEnergy's high standards for corporate governance and our work to improve lives in the WVPSC order, MPour communities, while providing safe, reliable electric service to our customers. In 2020, FirstEnergy is focusing on additional initiatives that aim to inform, engage and AE Supply terminated the asset purchase agreementachieve its sustainability goals, and on February 16, 2018, AE Supply announceddemonstrate its intentcommitment 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.stakeholders.

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.




5337









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.

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 equity investment strengthened the Company’s balance sheet, supported the company’s transition to a fully regulated utility company and positions FirstEnergy for sustained investment-grade credit metrics. The shares of preferred shares will receivestock participated in the same dividend paid on common stock on an as-converted basis and arewere non-voting except in certain limited circumstances. The new preferred shares contain an optional conversion for holders 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, 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 outsideand expects to issue, subject to, among other things, market conditions, pricing terms and business operations, up to $600 million of equity annually in 2022 and 2023, including approximately $100 million in equity for its regular stock investment and employee benefit plans. As of August 1, 2019, an aggregate of 1,616,000 shares of preferred stock had been converted into 58,935,078 shares of common stock, and as a result, there were no shares of preferred stock outstanding as of December 31, 2019.


In connectionOn March 31, 2018, FirstEnergy's competitive subsidiary the FES Debtors voluntarily filed petitions under Chapter 11 of the Federal Bankruptcy Code with the equity investment, FirstEnergy formed a RWG composed of three employees ofU.S. Bankruptcy Court. FirstEnergy and two outside membersits other subsidiaries - including its Utilities and AE Supply - are not part of the filing and are not subject to advise FirstEnergy management regarding an FES restructuring in the eventChapter 11 process. The voluntary bankruptcy filings by the FES Board decidesDebtors represented a significant event in FirstEnergy’s previously announced strategy to seek bankruptcy protection.

On December 22, 2017,exit 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 ofcompetitive generation business entities and includes specific provisions related tobecome a fully 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 2022utility company 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 AMTstronger balance sheet, solid cash flows and allowing taxpayers to claim a refund on any AMT credit carryovers.

more predictable earnings. As a result of the Tax Act,bankruptcy filings, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy’s financial statements. Additionally, the operating results of the FES Debtors, as well as BSPC and a portion of AE Supply (including the Pleasants Power Station) that were subject to completed or pending asset sales, collectively representing substantially all of FirstEnergy’s operations that comprised the CES reportable segment, are presented as discontinued operations. Prior periods have been reclassified to conform with such presentation as discontinued operations.

On April 23, 2018, FirstEnergy recognizedand the FES Key Creditor Groups reached an agreement in principle to resolve certain claims by FirstEnergy against the FES Debtors and all claims by the FES Debtors and their creditors against FirstEnergy. On September 26, 2018, the Bankruptcy Court approved a non-cash chargeFES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, two groups of key FES creditors (collectively, the FES Key Creditor Groups), the FES Debtors and the UCC. The FES Bankruptcy settlement agreement resolves certain claims by FirstEnergy against the FES Debtors and all claims by the FES Debtors and the FES Key Creditor Groups against FirstEnergy. See below for further discussion on the terms of the settlement agreement.

The FES Bankruptcy settlement agreement remains subject to income tax expensesatisfaction of $1.2 billion ($1.1 billion at FES)certain conditions. There can be no assurance that such conditions will be satisfied or the FES Bankruptcy settlement agreement will be otherwise consummated, and resulted in excess deferred taxes at Regulated Distribution and Regulated Transmissionthe actual outcome of $2.3 billion,this matter may differ materially from the terms of which the revenue impact was recordedagreement described herein. FirstEnergy will continue to a regulatory liability. Although certain state utility commissions have initiated proceedings to understandevaluate the impact of any new factors on the Tax Act,settlement and their relative impact on the full amount and timing of any refund of excess deferred taxes orfinancial statements.

With the impactbankruptcy filings of the lower federal income tax rate on 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 loss in 2017 was $(1,724) million, or a basic and diluted loss of $(3.88) per share of common stock, compared with a net loss of $(6,177) million, or a basic and diluted loss of $(14.49) per share of common stock in 2016, and net income of $578 million, or basic and diluted earnings of $1.37 per share of common stock in 2015. HighlightsFES Debtors, the completed sale of the key changes in year-over-year financial results are included below:

2017 compared with 2016

FirstEnergy's operating results in 2017 increased $4,453 million as compared to 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 CESpreviously announced competitive Bath hydroelectric station, 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 operationscompleted transfer of the Pleasants Power Station, through either sale or deactivation by January 1,FirstEnergy’s electric generation fleet is now made up of 3,790 MW of regulated generation, including four plants in West Virginia, Virginia and New Jersey.

The Form 10-K discusses 2019 and 2018 items and year-over-year comparisons between 2019 and 2018. Discussions of 2017 items and year-over-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 19, 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.





5538







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 in revenues at Regulated Transmission resulted primarily from recovery of incremental operating expenses and a higher 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 recognition of economic development and energy efficiency obligations in accordance with the PUCO's order approving the Ohio Companies' ESP IV, higher network transmission expenses, higher retirement benefit costs and higher operating and maintenance expenses associated with storm restoration costs, partially offset by lower PJM transmission costs and lower nuclear planned outage costs at CES.

Other expense decreased $429 million, primarily due to the absence of a $362 million pre-tax impairment charge associated with FEV's investment in Global Holding recognized in 2015 and lower OTTI on NDT investments.

FirstEnergy’s 2016 effective tax rate was 33.1% on pre-tax losses as compared to 35.3% 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 purposes. Additionally, in 2016 $246 million of valuation allowances were recorded against deferred tax assets, that management believes, more likely than not, will not be realized.

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 19,17, "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)
 2017 2016 2015 2017 vs 2016 2016 vs 2015
(In millions, except per share amounts) For the Years Ended December 31, Increase (Decrease)
 (In millions, except per share amounts) 2019 2018 2017 2019 vs 2018 2018 vs 2017
Net Income (Loss) By Business Segment:  
  
        
  
      
Regulated Distribution $916
 $651
 $588
 $265
 $63
 $1,076
 $1,242
 $916
 $(166) $326
Regulated Transmission 336
 331
 328
 5
 3
 447
 397
 336
 50
 61
Competitive Energy Services (2,641) (6,919) 89
 4,278
 (7,008)
Corporate/Other (335) (240) (427) (95) 187
 (619) (617) (1,541) (2) 924
Income (Loss) from Continuing Operations $904
 $1,022
 $(289) $(118) $1,311
          
Discontinued Operations 8
 326
 (1,435) (318) 1,761
Net Income (Loss) $(1,724) $(6,177) $578
 $4,453
 $(6,755) $912
 $1,348
 $(1,724) $(436) $3,072
                    
Earnings (Loss) per share of common stock          
Basic - Continuing Operations $1.69
 $1.33
 $(0.65) $0.36
 $1.98
Basic - Discontinued Operations 0.01
 0.66
 (3.23) (0.65) 3.89
Basic - Net Income (Loss) Attributable to $1.70
 $1.99
 $(3.88) $(0.29) $5.87
Common Stockholders 
                    
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)
Earnings (Loss) per share of common stock          
Diluted - Continuing Operations $1.67
 $1.33
 $(0.65) $0.34
 $1.98
Diluted - Discontinued Operations 0.01
 0.66
 (3.23) (0.65) 3.89
Diluted - Net Income (Loss) Attributable to $1.68
 $1.99
 $(3.88) $(0.31) $5.87
Common Stockholders 




5739







Summary of Results of Operations — 20172019 Compared with 20162018


Financial results for FirstEnergy’s business segments in 2017for the years ended December 31, 2019 and 20162018, were as follows:

2019 Financial Results Regulated Distribution Regulated Transmission Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
  (In millions)
Revenues:  
    
  
Electric $9,452
 $1,510
 $(128) $10,834
Other 246
 16
 (61) 201
Total Revenues 9,698
 1,526
 (189) 11,035
         
Operating Expenses:  
  
  
  
Fuel 497
 
 
 497
Purchased power 2,910
 
 17
 2,927
Other operating expenses 2,836
 272
 (156) 2,952
Provision for depreciation 863
 284
 73
 1,220
Amortization (deferral) of regulatory assets, net (89) 10
 
 (79)
General taxes 760
 209
 39
 1,008
Total Operating Expenses 7,777
 775
 (27) 8,525
         
Operating Income (Loss) 1,921
 751
 (162) 2,510
         
Other Income (Expense):  
  
  
  
Miscellaneous income, net 174
 15
 54
 243
Pension and OPEB mark-to-market adjustment (290) (47) (337) (674)
Interest expense (495) (192) (346) (1,033)
Capitalized financing costs 37
 33
 1
 71
Total Other Expense (574) (191) (628) (1,393)
         
Income (Loss) Before Income Taxes (Benefits) 1,347
 560
 (790) 1,117
Income taxes (benefits) 271
 113
 (171) 213
Income (Loss) From Continuing Operations 1,076
 447
 (619) 904
Discontinued Operations, net of tax 
 
 8
 8
Net Income (Loss) $1,076
 $447
 $(611) $912


40




2017 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
2018 Financial Results Regulated Distribution Regulated Transmission Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
External  
    
  
  
Electric $9,559
 $1,325
 $3,063
 $(170) $13,777
 $9,851
 $1,335
 $(136) $11,050
Other 175
 
 80
 (15) 240
 252
 18
 (59) 211
Internal 
 
 386
 (386) 
Total Revenues 9,734
 1,325
 3,529
 (571) 14,017
 10,103
 1,353
 (195) 11,261
                  
Operating Expenses:  
  
  
  
  
  
  
  
  
Fuel 493
 
 890
 
 1,383
 538
 
 
 538
Purchased power 2,924
 
 656
 (386) 3,194
 3,103
 
 6
 3,109
Other operating expenses 2,517
 203
 1,777
 (265) 4,232
 2,984
 253
 (104) 3,133
Pension and OPEB mark-to-market adjustment 102
 
 39
 
 141
Provision for depreciation 724
 224
 118
 72
 1,138
 812
 252
 72
 1,136
Amortization of regulatory assets, net 292
 16
 
 
 308
Amortization (deferral) of regulatory assets, net (163) 13
 
 (150)
General taxes 727
 173
 99
 44
 1,043
 760
 192
 41
 993
Impairment of assets and related charges 
 41
 2,365
 
 2,406
Total Operating Expenses 7,779
 657
 5,944
 (535) 13,845
 8,034
 710
 15
 8,759
                  
Operating Income (Loss) 1,955
 668
 (2,415) (36) 172
 2,069
 643
 (210) 2,502
                  
Other Income (Expense):  
  
  
  
  
  
  
  
  
Investment income (loss) 54
 
 81
 (37) 98
Miscellaneous income (expense), net 192
 14
 (1) 205
Pension and OPEB mark-to-market adjustment (109) (8) (27) (144)
Interest expense (535) (156) (179) (308) (1,178) (514) (167) (435) (1,116)
Capitalized financing costs 22
 29
 27
 1
 79
 26
 37
 2
 65
Total Other Expense (459) (127) (71) (344) (1,001) (405) (124) (461) (990)
                  
Income (Loss) Before Income Taxes (Benefits) 1,496
 541
 (2,486) (380) (829) 1,664
 519
 (671) 1,512
Income taxes (benefits) 580
 205
 155
 (45) 895
 422
 122
 (54) 490
Income (Loss) From Continuing Operations 1,242
 397
 (617) 1,022
Discontinued Operations, net of tax 
 
 326
 326
Net Income (Loss) $916
 $336
 $(2,641) $(335) $(1,724) $1,242
 $397
 $(291) $1,348









5841







2016 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
Changes Between 2019 and 2018 Financial Results
Increase (Decrease)
 Regulated Distribution Regulated Transmission Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
 (In millions) (In millions)
Revenues:  
    
  
  
  
    
  
External  
    
  
  
Electric $9,401
 $1,144
 $3,892
 $(174) $14,263
 $(399) $175
 $8
 $(216)
Other 228
 
 178
 (107) 299
 (6) (2) (2) (10)
Internal 
 
 479
 (479) 
Total Revenues 9,629
 1,144
 4,549
 (760) 14,562
 (405) 173
 6
 (226)
                  
Operating Expenses:  
  
  
  
  
  
  
  
  
Fuel 567
 
 1,099
 
 1,666
 (41) 
 
 (41)
Purchased power 3,303
 
 1,019
 (479) 3,843
 (193) 
 11
 (182)
Other operating expenses 2,429
 154
 1,526
 (258) 3,851
 (148) 19
 (52) (181)
Pension and OPEB mark-to-market adjustment 101
 1
 45
 
 147
Provision for depreciation 676
 187
 387
 63
 1,313
 51
 32
 1
 84
Amortization of regulatory assets, net 290
 7
 
 
 297
Amortization (deferral) of regulatory assets, net 74
 (3) 
 71
General taxes 720
 153
 134
 35
 1,042
 
 17
 (2) 15
Impairment of assets and related charges 
 
 10,665
 
 10,665
Total Operating Expenses 8,086
 502
 14,875
 (639) 22,824
 (257) 65
 (42) (234)
                  
Operating Income (Loss) 1,543
 642
 (10,326) (121) (8,262) (148) 108
 48
 8
                  
Other Income (Expense):  
  
  
  
  
  
  
  
  
Investment income (loss) 49
 
 66
 (31) 84
Miscellaneous income (expense), net (18) 1
 55
 38
Pension and OPEB mark-to-market adjustment (181) (39) (310) (530)
Interest expense (586) (158) (194) (219) (1,157) 19
 (25) 89
 83
Capitalized financing costs 20
 34
 37
 12
 103
 11
 (4) (1) 6
Total Other Expense (517) (124) (91) (238) (970) (169) (67) (167) (403)
                  
Income (Loss) Before Income Taxes (Benefits) 1,026
 518
 (10,417) (359) (9,232) (317) 41
 (119) (395)
Income taxes (benefits) 375
 187
 (3,498) (119) (3,055) (151) (9) (117) (277)
Income (Loss) From Continuing Operations (166) 50
 (2) (118)
Discontinued Operations, net of tax 
 
 (318) (318)
Net Income (Loss) $651
 $331
 $(6,919) $(240) $(6,177) $(166) $50
 $(320) $(436)






59




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)
Revenues:  
    
  
  
External  
    
  
  
Electric $158
 $181
 $(829) $4
 $(486)
Other (53) 
 (98) 92
 (59)
Internal 
 
 (93) 93
 
Total Revenues 105
 181
 (1,020) 189
 (545)
           
Operating Expenses:  
  
  
  
  
Fuel (74) 
 (209) 
 (283)
Purchased power (379) 
 (363) 93
 (649)
Other operating expenses 88
 49
 251
 (7) 381
Pension and OPEB mark-to-market adjustment 1
 (1) (6) 
 (6)
Provision for depreciation 48
 37
 (269) 9
 (175)
Amortization of regulatory assets, net 2
 9
 
 
 11
General taxes 7
 20
 (35) 9
 1
Impairment of assets and related charges 
 41
 (8,300) 
 (8,259)
Total Operating Expenses (307) 155
 (8,931) 104
 (8,979)
           
Operating Income 412
 26
 7,911
 85
 8,434
           
Other Income (Expense):  
  
  
  
  
Investment income (loss) 5
 
 15
 (6) 14
Interest expense 51
 2
 15
 (89) (21)
Capitalized financing costs 2
 (5) (10) (11) (24)
Total Other Income (Expense) 58
 (3) 20
 (106) (31)
           
Income (Loss) Before Income Taxes (Benefits) 470
 23
 7,931
 (21) 8,403
Income taxes (benefits) 205
 18
 3,653
 74
 3,950
Net Income (Loss) $265
 $5
 $4,278
 $(95) $4,453



6042







Regulated Distribution — 20172019 Compared with 20162018


Regulated Distribution's operating results increased $265net income decreased $166 million in 2017,2019, as compared to 2016,2018, primarily reflectingresulting from the implementationSCOH ruling that ceased collection of approved rates in Ohio, PennsylvaniaRider DMR, a higher pension and New Jersey, andOPEB mark-to-market adjustment, the absence of the reversal of a $51 million regulatory charge recognizedreserve on recoverability of certain REC purchases 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 $30 million non-cash charge to Income tax expense as a result of the Tax Act and lower revenues associated with decreased weather-related customer usage, as further described below.usage.


Revenues —


The $105$405 million increasedecrease 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 2017 2016 (Decrease) 2019 2018 Decrease
 (In millions) (In millions)
Distribution services(1) $5,323
 $4,721
 $602
 $5,314
 $5,413
 $(99)
            
Generation sales:            
Retail 3,767
 4,183
 (416) 3,727
 3,936
 (209)
Wholesale 469

497

(28) 411

502

(91)
Total generation sales 4,236
 4,680
 (444) 4,138
 4,438
 (300)
            
Other 175

228

(53) 246

252

(6)
Total Revenues $9,734
 $9,629
 $105
 $9,698
 $10,103
 $(405)

(1)Includes $181 million and $254 million of ARP revenues for the years ended December 31, 2019 and 2018, respectively.

Distribution services revenues increased $602decreased $99 million in 2019, as compared to 2018, primarily resulting from the SCOH ruling that ceased collection of Rider DMR, lower weather-related customer usage, and the implementation of rate orders and settlements related to the DMRTax Act, partially offset by implementation of NJ Zero Emission Program in Ohio, effective January 1, 2017, approved base distribution rate increases in PennsylvaniaJune 2019 and New 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 deferred costs and the implementation of certain energy efficiency programs in Ohio. Partially offsetting these rate increases was a decline in MWH deliveries, primarily resulting from lower weather-related usage, as described below.costs. Distribution deliveries by customer class are summarized in the following table:

 For the Years Ended December 31 Increase For the Years Ended December 31,  
Electric Distribution MWH Deliveries 2017 2016 (Decrease) 2019 2018 Decrease
 (In thousands)   (In thousands)  
Residential 52,048
 54,840
 (5.1)% 54,159
 55,994
 (3.3)%
Commercial 41,789
 43,340
 (3.6)% 37,330
 38,605
 (3.3)%
Industrial 51,307
 50,082
 2.4 % 55,649
 56,611
 (1.7)%
Other 572
 579
 (1.2)% 558
 560
 (0.4)%
Total Electric Distribution MWH Deliveries 145,716
 148,841
 (2.1)% 147,696
 151,770
 (2.7)%


Lower distribution deliveries to residential and commercial customers primarily reflect lower weather-related usage resulting from cooling degree days that were 16% below 2018, but 16% above normal, as well as, heating degree days that were 5% below 2018, and 4% below 2016, and 11% below normal as well as cooling degree days that were 19% below 2016, but 8% above normal. Deliveries to industrial customers increased reflectingreflect lower steel and automotive customer usage, partially offset by higher shale and steel customer usage.







6143







The following table summarizes the price and volume factors contributing to the $444$300 million decrease in generation revenues in 2017,2019, as compared to 2016:2018:
Source of Change in Generation Revenues Increase (Decrease) Increase (Decrease)
 (In millions) (In millions)
Retail:  
  
Effect of decrease in sales volumes $(250) $(2)
Change in prices (166) (207)
 (416) (209)
Wholesale:    
Effect of increase in sales volumes 15
 2
Change in prices (30) (51)
Capacity revenue (13) (42)
 (28) (91)
Decrease in Generation Revenues $(444) $(300)


The decrease in retail generation sales volumes was primarily due to increased customer shopping in Ohio, Pennsylvania and New Jersey, as well as lower weather-related usage, as described 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 to 52% from 51% for JCP&L.was flat. The decrease in retail generation prices primarily resulted from lower defaultnon-shopping generation auction rates across all service auction pricesterritories and a lower ENEC rate in Ohio, Pennsylvania and New Jersey.West Virginia, which included rate reductions resulting from the Tax Act.


Wholesale generation revenues decreased $28$91 million in 2017,2019, as compared to 2016,2018, primarily due to lower spot market energy prices and capacity revenue, partially offset by higher wholesale sales.revenue. The difference between current wholesale generation revenues and certain energy costs isincurred are deferred for future recovery or refund, with no material impact to earnings.

Other revenues decreased $53 million, primarily related to the absence of a $29 million gain on the sale of oil and gas rights at WP recognized in 2016 as well as $20 million in lower transition cost recovery revenues in New Jersey.


Operating Expenses —


Total operating expenses decreased $307$257 million primarily due to the following:


Fuel expense decreased $74$41 million in 2017,2019, as compared to 2016,2018, primarily relateddue to lower unit costs.


Purchased power costs decreased $379$193 million in 2017,2019, as compared to 2016,2018, primarily due to decreased volumes, as described above, as well as lower default service auction prices.unit costs and capacity expense, partially offset by the implementation of the NJ Zero Emission Program in June 2019.
 Source of Change in Purchased Power Increase (Decrease)
 
   (In millions)
 Purchases from non-affiliates:  
 Change due to decreased unit costs $(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)
 Source of Change in Purchased Power Increase (Decrease)
 
   (In millions)
 Purchases from non-affiliates:  
 Change due to decreased unit costs $(82)
 Change due to increased volumes 89
   7
 Purchases from affiliates:  
 Change due to decreased unit costs (9)
 Change due to decreased volumes (138)
   (147)
 Capacity expense (53)
 Decrease in Purchased Power Costs $(193)






6244







Other operating expenses increased $88decreased $148 million primarily due to:
Higher network transmission expenses of $35 million. The difference between current revenues and transmission costs incurred are deferred for future recovery or refund, resulting in no material impact on current period earnings;
Higher operating and maintenance expenses of $64 million, including increased expenses in Pennsylvania recovered through the new base distribution rates, effective January 27, 2017, and increasedDecreased storm restoration costs of $129 million, which were mostly deferred for future recovery, resulting in no material impact on current period earnings;earnings.
Higher energy efficiency programLower operating and maintenance expenses of $45$49 million, in Ohio, which were recovered through higher distribution rider revenues; partially offset by,primarily associated with lower employee benefits and corporate support costs.
Lower regulatory costs of $51 million resulting from the absence of economic development and 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.

DepreciationDecreased expenses increased $48 million due to a higher asset basetransactions now accounted for as well as increased rates in Pennsylvania.

Other Expense —

Total other expense decreased $58 million in 2017, as compared to 2016, primarily related to lower interest expense resulting from various debt maturities at JCP&L, CEI and OE.

Income Taxes —

Regulated Distribution’s effective tax rate was 38.8% and 36.5% for 2017 and 2016, respectively. The increase primarily resulted from a $30 million charge to Income tax expense asfinance leases of $21 million. As a result of the remeasurementadoption of accumulated deferred income taxesthe new lease accounting standard, financing lease expenses that were recognized in conjunction with the Tax Act.other operating expenses are now recognized in depreciation and interest expense.

Regulated Transmission — 2017 Compared with 2016

Regulated Transmission's operating results increased $5The absence of $30 million in 2017, as compared to 2016, primarily resulting from the impact of a higher rate base at ATSI and TrAIL partially offset by a pre-tax impairment charge of $41 million, as discussed below.

Revenues —

Total revenues increased $181 millioncosts that occurred in 2017, as compared to 2016, primarily due to recovery of incremental operating expenses and a higher rate base at ATSI and TrAIL, and the implementation of new rates at MAIT and 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
Revenues by Transmission Asset Owner 2017 2016 (Decrease)
  (In millions)
ATSI $657
 $540
 $117
TrAIL 282
 252
 30
MAIT(1)
 110
 101
 9
JCP&L 125
 91
 34
Other 151
 160
 (9)
Total Revenues $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 $155 million in 2017, as compared to 2016, principally due to higher operating and maintenance expenses, as well as higher property taxes and depreciation expense due to a higher asset 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 was recognized in 2017. The settlement agreements are currently pending at FERC.



63




Income Taxes —

Regulated Transmission’s effective tax rate was 37.9% and 36.1% for 2017 and 2016, respectively. The increase resulted from a $6 million charge to Income tax expense as a result of the remeasurement of accumulated deferred income taxes in conjunction with the Tax Act.

CES — 2017 Compared with 2016

Operating results increased $4,278 million in 2017, as compared to 2016, 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 $318 million associated with estimated losses on long-term coal and coal transportation contract disputes, as discussed in "Outlook - Environmental Matters" below, 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 $1,020 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, partially offset by an increase in short-term (net hourly position) transactions, as further described below.

The decrease in total revenues resulted from the following sources:

  For the Years Ended December 31 (Decrease)
Revenues by Type of Service 2017 2016 
  (In millions)
Contract Sales:      
Direct $735
 $812
 $(77)
Governmental Aggregation 396
 814
 (418)
Mass Market 127
 169
 (42)
POLR 504
 583
 (79)
Structured Sales 346
 463
 (117)
Total Contract Sales 2,108
 2,841
 (733)
Wholesale 1,300
 1,457
 (157)
Transmission 41
 73
 (32)
Other 80
 178
 (98)
Total Revenues $3,529
 $4,549
 $(1,020)
       

  For the Years Ended December 31 Increase (Decrease)
MWH Sales by Channel 2017 2016 
  (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 8,972
 11,414
 (21.4)%
Total Contract Sales 42,567
 52,854
 (19.5)%
Wholesale 22,492
 15,201
 48.0 %
Total MWH Sales 65,059
 68,055
 (4.4)%
       



64




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 $(8) $(69) $
 $
 $(77)
Governmental Aggregation (373) (45) 
 
 (418)
Mass Market (40) (2) 
 
 (42)
POLR (49) (30) 
 
 (79)
Structured Sales (101) (16) 
 
 (117)
Wholesale 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 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 $117 million, primarily due to the impact of lower market prices and lower structured transaction volumes.

Wholesale revenues decreased $157 million, primarily due to a decrease in capacity revenue from lower capacity auction prices and lower net gains on financially settled contracts, partially offset by an increase in short-term (net hourly position) transactions at higher market prices.

Transmission revenue decreased $32 million, primarily due to lower congestion revenue associated with less volatile market conditions.

Other revenue decreased $98 million, primarily due to lower lease revenues from the expiration of a nuclear sale-leaseback agreement. CES earned lease revenue2018 associated with the lessor equity interests it had purchased in sale-leaseback transactions, onevoluntary enhanced retirement program.
Lower energy efficiency and other program costs of which expired in June 2017 and another in May 2016.

Operating Expenses —

Total operating expenses decreased $8,931$27 million, in 2017 due to the following:

Fuel costs decreased $209 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.vegetation management spend of $13 million. These costs are deferred for future recovery, resulting in no material impact on current period earnings.

Purchased powerHigher network transmission expenses of $95 million reflecting increased transmission costs decreased $363 million primarily due to lower capacity expenses ($271 million) and lower unit costs ($126 million), partially offset by higher volumes ($34 million). The decrease in capacity expense, which is a component of CES' retail price, was primarily the result of lower contract sales and lower capacity rates associated with CES' retail sales obligations. Lower 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 2017, as discussed in "Outlook - Environmental Matters" below.

Fossil operating and maintenance expenses decreased $18 million, primarily due to lower outage costs.

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 $14 million.

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


65




Other operating expenses increased $11 million, primarily due to higher non-cash mark-to-market losses on commodity contract positions, partially offset by the absence of a termination charge recognized in 2016 associated with an FES Governmental Aggregation customer contract and lower lease expense as a result of the expiration of a nuclear sale-leaseback agreement.
Depreciation expense decreased $269 million, primarily due to a lower asset base resulting from asset impairments recognized in 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 $35 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 $8,300 million, primarily due to the absence of impairments recognized in 2016 related to goodwill and the competitive generation assets primarily resulting from the strategic review announced in November 2016, partially offset by the impairments recognized in 2017 related to the nuclear generating assets and the Pleasants Power Station, as discussed further in "Executive Summary," above.

Other Expense —

Total other expense decreased $20 million in 2017, as compared to 2016, primarily due to lower OTTI on NDT investments and lower net financing costs resulting from PCRB repurchases by FG and NG in 2017 and 2016.

Income Taxes (Benefits) —

Absent the impact from the Tax Act, discussed above, CES' effective tax rate on pre-tax losses for 2017 and 2016 was 36.5% and 33.6%, respectively. The change in the effective tax rate year-over-year 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 impairmentabsence of $800 million of goodwill recognizedthe FERC settlement during 2018 that reallocated certain transmission costs across utilities in 2016, of which $433 million was non-deductible for tax purposes.

Corporate/Other — 2017 Compared with 2016

Financial results from the Corporate/Other operating segmentPJM and reconciling adjustments resulted in a $95 million decrease in consolidated earnings in 2017, as comparedrefund to 2016, primarily associated with higher interest expense and a charge to Income tax expense as a result of the remeasurement of accumulated deferred income taxes in conjunction with the Tax Act. Higher interest expense resulted from the issuance of $3 billion of senior notes in June 2017.


66




Summary of Results of Operations — 2016 Compared with 2015

Financial results for FirstEnergy’s business segments in 2016 and 2015 were as follows:

2016 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
  (In millions)
Revenues:  
    
  
  
External  
    
  
  
Electric $9,401
 $1,144
 $3,892
 $(174) $14,263
Other 228
 
 178
 (107) 299
Internal 
 
 479
 (479) 
Total Revenues 9,629
 1,144
 4,549
 (760) 14,562
           
Operating Expenses:  
  
  
  
  
Fuel 567
 
 1,099
 
 1,666
Purchased power 3,303
 
 1,019
 (479) 3,843
Other operating expenses 2,429
 154
 1,526
 (258) 3,851
Pension and OPEB mark-to-market adjustment 101
 1
 45
 
 147
Provision for depreciation 676
 187
 387
 63
 1,313
Amortization of regulatory assets, net 290
 7
 
 
 297
General taxes 720
 153
 134
 35
 1,042
Impairment of assets and related charges 
 
 10,665
 
 10,665
Total Operating Expenses 8,086
 502
 14,875
 (639) 22,824
           
Operating Income (Loss) 1,543
 642
 (10,326) (121) (8,262)
           
Other Income (Expense):  
  
  
  
  
Investment income (loss) 49
 
 66
 (31) 84
Impairment of equity method investment 
 
 
 
 
Interest expense (586) (158) (194) (219) (1,157)
Capitalized financing costs 20
 34
 37
 12
 103
Total Other Expense (517) (124) (91) (238) (970)
           
Income (Loss) Before Income Taxes (Benefits) 1,026
 518
 (10,417) (359) (9,232)
Income taxes (benefits) 375
 187
 (3,498) (119) (3,055)
Net Income (Loss) $651
 $331
 $(6,919) $(240) $(6,177)


67




2015 Financial Results Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
  (In millions)
Revenues:  
    
  
  
External  
    
  
  
Electric $9,386
 $1,046
 $4,493
 $(165) $14,760
Other 196
 
 205
 (135) 266
Internal 
 
 686
 (686) 
Total Revenues 9,582
 1,046
 5,384
 (986) 15,026
           
Operating Expenses:  
  
  
  
  
Fuel 533
 
 1,322
 
 1,855
Purchased power 3,653
 
 1,456
 (686) 4,423
Other operating expenses 2,231
 148
 1,670
 (309) 3,740
Pension and OPEB mark-to-market adjustment 179
 3
 60
 
 242
Provision for depreciation 664
 164
 394
 60
 1,282
Amortization of regulatory assets, net 165
 7
 
 
 172
General taxes 703
 102
 140
 33
 978
Impairment of assets and related charges 8
 
 34
 
 42
Total Operating Expenses 8,136
 424
 5,076
 (902) 12,734
           
Operating Income (Loss) 1,446
 622
 308
 (84) 2,292
           
Other Income (Expense):  
  
  
  
  
Investment income (loss) 42
 
 (16) (48) (22)
Impairment of equity method investment 
 
 
 (362) (362)
Interest expense (600) (147) (192) (193) (1,132)
Capitalized financing costs 25
 44
 39
 9
 117
Total Other Expense (533) (103) (169) (594) (1,399)
           
Income (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


68




Changes Between 2016 and 2015
Financial Results
Increase (Decrease)
 Regulated Distribution Regulated Transmission Competitive
Energy Services
 Corporate/Other and Reconciling Adjustments FirstEnergy Consolidated
  (In millions)
Revenues:  
    
  
  
External  
    
  
  
Electric $15
 $98
 $(601) $(9) $(497)
Other 32
 
 (27) 28
 33
Internal 
 
 (207) 207
 
Total Revenues 47
 98
 (835) 226
 (464)
           
Operating Expenses:  
  
  
  
  
Fuel 34
 
 (223) 
 (189)
Purchased power (350) 
 (437) 207
 (580)
Other operating expenses 198
 6
 (144) 51
 111
Pension and OPEB mark-to-market adjustment (78) (2) (15) 
 (95)
Provision for depreciation 12
 23
 (7) 3
 31
Amortization of regulatory assets, net 125
 
 
 
 125
General taxes 17
 51
 (6) 2
 64
Impairment of assets and related charges (8) 
 10,631
 
 10,623
Total Operating Expenses (50) 78
 9,799
 263
 10,090
           
Operating Income (Loss) 97
 20
 (10,634) (37) (10,554)
           
Other Income (Expense):  
  
  
  
  
Investment income (loss) 7
 
 82
 17
 106
Impairment of equity method investment 
 
 
 362
 362
Interest expense 14
 (11) (2) (26) (25)
Capitalized financing costs (5) (10) (2) 3
 (14)
Total Other Expense 16
 (21) 78
 356
 429
           
Income (Loss) Before Income Taxes (Benefits) 113
 (1) (10,556) 319
 (10,125)
Income taxes (benefits) 50
 (4) (3,548) 132
 (3,370)
Net Income (Loss) $63
 $3
 $(7,008) $187
 $(6,755)




69




Regulated Distribution — 2016 Compared with 2015

Regulated Distribution's operating results increased $63 million in 2016, as compared to 2015, including a $78 million decrease in its Pension and OPEB mark-to-market adjustment, partially offset by regulatory charges of $51 million resulting from the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' ESP IV. Excluding the impact of these adjustments, year-over-year earnings reflect higher distribution deliveries and the full year impact of net rate increases implemented in 2015 as a result of approved rate cases atCompanies. Except for certain of the Utilities, as further described below, partially offset by higher retirement benefittransmission costs and other operating expenses.

Revenues —

The $47 million increase in total revenues resulted from the following sources:
  For the Years Ended December 31 Increase
Revenues by Type of Service 2016 2015 (Decrease)
  (In millions)
Distribution services $4,721
 $4,459
 $262
       
Generation sales:      
Retail 4,183
 4,354
 (171)
Wholesale 497
 573
 (76)
Total generation sales 4,680
 4,927
 (247)
       
Other 228
 196
 32
Total Revenues $9,629
 $9,582
 $47

Distribution services revenues increased $262 million, primarily resulting from the full year impact of approved base distribution rate increases at the Pennsylvania Companies, effective May 3, 2015, and MP and PE in West Virginia, effective February 25, 2015, partially offset by a distribution rate decrease at JCP&L, including the recovery of 2011 and 2012 storm costs, effective April 1, 2015. Additionally, distribution revenues were impacted by higher 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:
  For the Years Ended December 31 Increase
Electric Distribution MWH Deliveries 2016 2015 (Decrease)
  (In thousands)  
Residential 54,840
 54,466
 0.7 %
Commercial 43,340
 43,091
 0.6 %
Industrial 50,082
 50,269
 (0.4)%
Other 579
 585
 (1.0)%
Total Electric Distribution MWH Deliveries 148,841
 148,411
 0.3 %

Higher distribution deliveries to residential and commercial customers reflect increased weather-related usage resulting from cooling degree days that were 18% above 2015, and 37% above normal, partially offset by heating degree days that were 6% below 2015, and 9% below normal. Additionally, distribution deliveries to residential and commercial customers were impacted 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 a decrease from steel and chemical customer usage.




70




The following table summarizes the price and volume factors contributing to the $247 million decrease in generation revenues in 2016 as compared to 2015:
Source of Change in Generation Revenues Increase (Decrease)
  (In millions)
Retail:  
Effect of decrease in sales volumes $(196)
Change in prices 25
  (171)
Wholesale:  
Effect of increase in sales volumes 47
Change in prices (107)
Capacity revenue (16)
  (76)
Decrease in Generation Revenues $(247)

The decrease in retail generation sales volumes was primarily due to increased customer shopping in Ohio, Pennsylvania, and New Jersey. Total generation provided by alternative suppliers as a percentage of total MWH deliveries increased to 83% from 80% for the Ohio Companies, to 67% from 65% for the Pennsylvania Companies and to 51% from 50% for JCP&L. The increase in retail generation prices primarily resulted from an ENEC rate increase in West Virginia, effective January 1, 2016, partially offset by lower default service auction prices in Ohio and Pennsylvania.

Wholesale generation revenues decreased $76 million, in 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 costs incurred is deferred for future recovery or refund, with no material impact to earnings.
Other revenues increased $32 million, primarily related to a $29 million gain on the sale of oil and gas rights at WP.

Operating Expenses —

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

Fuel expense increased $34 million, in 2016 as compared 2015, primarily related to higher generation.

Purchased power costs decreased $350 million, in 2016 as compared to 2015, primarily due to lower volumes resulting from increased customer shopping, as described above, as well as lower unit costs reflecting lower default service auction prices in Ohio and Pennsylvania.

 Source of Change in Purchased Power 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)



71




Other operating expenses increased $198 million primarily due to:

An increase of $51 million resulting from the recognition of economic development and energy efficiency obligations in accordance with the PUCO's March 31, 2016 Opinion and Order adopting and approving, with modifications, the Ohio Companies' ESP IV.
Higher retirement benefit costs of $57 million.
Higher transmission expenses of $56 million primarily related to an increase in network transmission expensescredits at the Ohio Companies partially offset by lower congestion expenses at MP. Therecognized in 2018, the difference between current revenues and transmission costs incurred are deferred for future recovery or refund, resulting in no material impact on current period earnings.
Higher operating and maintenance
Depreciation expense of $33increased $51 million, primarily due to a higher asset base and transactions now accounted for as finance leases, as discussed above.

Net amortization expense increased $74 million, primarily due to decreased storm restoration costs, which are deferredcost deferrals, the absence of the reversal of a liability at the Ohio Companies for future recovery resultingan Ohio Supreme Court ruling regarding the purchase of RECs, partially offset by higher deferrals of generation and transmission expenses, including the FERC settlement discussed above and the termination of the Morgantown Energy Associates PPA.

Other Expense —

Total other expense increased $169 million, primarily due to an increase in no material impact on current period earnings.

Pensionthe 2019 pension and OPEB mark-to-market adjustments decreased $78 millionadjustment, higher net pension and OPEB non-service costs, and transactions now accounted for as finance leases, as discussed above. This was partially offset by lower interest expense resulting from activities related to $101 million in 2016.debt maturities and refinancing and higher capitalized financing costs. The 20162019 mark-to-market 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.returns.

Depreciation expenses increased $12 million due to a higher asset base.

Net amortization of regulatory assets increased $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 higher revenue-related taxes in Pennsylvania and higher property taxes in Ohio.

Other Expense —

Total other expense decreased $16 million primarily related to lower interest expense resulting from various debt maturities at JCP&L and OE in 2016.


Income Taxes


Regulated Distribution’s effective tax rate was 36.5%20.1% and 35.6%25.4% for 20162019 and 2015,2018, respectively. The lower effective tax rate in 2019 was primarily due the amortization of net excess deferred income taxes resulting from Tax Act settlements and orders with certain regulatory commissions.


Regulated Transmission — 20162019 Compared with 20152018


Regulated Transmission's operating results increased $3$50 million in 20162019, as compared to 2015,2018, primarily resulting from a higher rate base, partially offset by adjustments associated with 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 increased $98 million principally due to recoverythe impact of incremental operating expenses and a higher rate base at ATSI and TrAIL,MAIT, partially offset by adjustments associated with ATSI's and TrAIL's annual rate filing for costs previously recovered as well as a lower ROErate base at TrAIL.

Revenues —

Total revenues increased $173 million in 2019, as compared to 2018, primarily due to higher rate base at ATSI under its FERC-approved comprehensive settlement related toand MAIT and the implementationrecovery of its forward-lookingincremental expenses at the formula rate effective January 1, 2015.companies, partially offset by a lower rate base at TrAIL.







7245







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 2016 2015 Increase 2019 2018 Increase
 (In millions) (In millions)
ATSI $540
 $446
 $94
 $758
 $668
 $90
TrAIL 252
 252
 
 251
 246
 5
MAIT(1)
 101
 100
 1
 227
 154
 73
JCPL 91
 89
 2
Other 160
 159
 1
 290
 285
 5
Total Revenues $1,144
 $1,046
 $98
 $1,526
 $1,353
 $173
(1) Revenues represent transmission revenues under stated rates at ME and PN.

Operating Expenses —


Total operating expenses increased $78$65 million principallyin 2019, as compared to 2018, primarily due to higher operating and maintenance expenses, as well as higher property taxes and depreciation expense at ATSI, whichdue to a higher asset base. The majority of the increases are recovered through ATSI's forward-looking formula rate.rates at ATSI and MAIT, resulting in no material impact on current period earnings.


Other ExpensesExpense


OtherTotal other expense increased $21$67 million in 20162019, as compared to 2015, 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 $10,665 million discussed above, partially offset by lower mark-to-market gains on commodity contract positions, a lower Pension and OPEB mark-to-market adjustment and lower settlement and termination costs related to coal contracts. Excluding these items, year-over-year operating results were impacted by lower capacity revenues, lower sales volumes, a termination charge associated with an FES customer contract, and higher retirement and employee benefit costs, partially offset by lower fuel costs, reduced transmission expenses, and lower purchased power.

Revenues —

Total revenues decreased $835 million, in 2016 as compared to 2015, primarily due to decreased sales volumes and lower capacity revenue, partially offset by higher net gains on financially settled contracts and an increase in 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
Revenues by Type of Service 2016 2015 (Decrease)
  (In millions)
Contract Sales:      
Direct $812
 $1,269
 $(457)
Governmental Aggregation 814
 1,012
 (198)
Mass Market 169
 265
 (96)
POLR 583
 712
 (129)
Structured Sales 463
 558
 (95)
Total Contract Sales 2,841
 3,816
 (975)
Wholesale 1,457
 1,225
 232
Transmission 73
 138
 (65)
Other 178
 205
 (27)
Total Revenues $4,549
 $5,384
 $(835)
       

  For the Years Ended December 31 Increase
MWH Sales by Channel 2016 2015 (Decrease)
  (In thousands)  
Contract Sales:      
Direct 15,310
 23,585
 (35.1)%
Governmental Aggregation 13,730
 15,443
 (11.1)%
Mass Market 2,431
 3,878
 (37.3)%
POLR 9,969
 11,950
 (16.6)%
Structured Sales 11,414
 12,902
 (11.5)%
Total Contract Sales 52,854
 67,758
 (22.0)%
Wholesale 15,201
 7,326
 107.5 %
Total MWH Sales 68,055
 75,084
 (9.4)%
       

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 $(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
           

Lower sales volumes in the Direct, Governmental Aggregation and Mass Market sales channels primarily reflects FES' strategy to more effectively hedge its generation. The Direct, Governmental Aggregation, and Mass Market customer base was 1.1 million as


74




of December 31, 2016, compared to 1.6 million as of December 31, 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 sales of $129 million was primarily due to lower volumes. Structured Sales decreased $95 million, primarily due to the impact of lower market prices and lower structured transaction volumes.

Wholesale revenues increased $232 million,2018, primarily due to an increase in short-term (net hourly position) transactions and higher net gains on financially settled contracts, partially offset by a decrease in capacity revenue from lower capacity auction prices and lower spot market energy prices.

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

Operating Expenses —

Total operating expenses increased $9,799 million in 2016 due to the following:

Fuel costs decreased $223 million, primarily due to lower generation associated with outages and lower economic dispatch of fossil units resulting from low wholesale spot market energy prices, as discussed above, as well as lower unit prices on fossil fuel contracts.

Purchased power costs decreased $437 million due to lower capacity expenses ($234 million) and lower volumes ($203 million). The decrease in capacity expense, which is a component of CES' retail price, was primarily the result of lower contract sales and lower capacity rates associated with CES' retail sales obligations. Lower volumes primarily resulted from lower contract sales, as discussed above, partially offset by higher economic purchases, resulting from the low wholesale spot market price environment.
Nuclear operating costs decreased $39 million, primarily as a result of lower refueling outage costs, partially offset by higher employee benefit costs. There were two refueling outages in 2016 as compared to three refueling outages in 2015.
Retirement benefit costs increased $31 million.
Transmission expenses decreased $175 million, primarily due to lower congestion and market-based ancillary costs associated with less volatile market conditions as compared to 2015, as well as lower load requirements.
Other operating expenses increased $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 the expiration of a nuclear sale-leaseback agreement.
Pension2019 pension and OPEB mark-to-market adjustments decreased $15 million to $45 million in 2016.adjustment and higher interest expense associated with new debt issuances at ATSI, MAIT and FET. The 20162019 mark-to-market adjustment resulted from a 25 bps decrease in the discount rate used to measure benefit obligations partially offset by higher than expected asset returnsreturns.

Income Taxes —

Regulated Transmission’s effective tax rate was 20.2% and changes23.5% for 2019 and 2018, respectively. The lower effective tax rate was primarily due to the amortization of net excess deferred income taxes resulting from FERC guidance related to the Tax Act.
Corporate/Other — 2019 Compared with 2018

Financial results from Corporate/Other and reconciling adjustments resulted in a $2 million decrease in income from continuing operations for 2019 compared to 2018, primarily due to a $310 million increase in the 2019 pension and OPEB mark-to-market adjustment. This was partially offset by lower income taxes from the absence of a $126 million charge in the first quarter of 2018 associated with the remeasurement of state deferred taxes in West Virginia when the FES Debtors were removed from the unitary group following their bankruptcy filing on March 31, 2018, lower interest expense of $89 million due to the absence of make-whole payments, and lower other actuarial assumptions.
Impairmentoperating expenses of assets and related charges increased $10,631$42 million primarily due to impairments of goodwilllower incurred corporate support costs in continuing operations related to the FES Debtors and the competitive generation assets further discussed above.

Other Expense —

Total other expense decreased $78 million,absence of remeasuring the ARO of McElroy’s Run. Although the operations of the FES Debtors for the first quarter of 2018 (prior to deconsolidation on March 31, 2018) are reflected as discontinued operations, certain allocated corporate support costs to the FES Debtors continue to be reflected in 2016 compared to 2015,continuing operations. Additionally, higher net miscellaneous income was primarily due to higher returns on certain equity method investments and lower OTTI on NDT investments.non-operating expenses.


Income Taxes (Benefits) —

CES' effectiveFor the years ended December 31, 2019 and 2018, FirstEnergy recorded income from discontinued operations, net of tax, rate was 33.6% on pre-tax lossesof $8 million and 36.0% on pre-tax income for 2016 and 2015,$326 million, respectively. The change in the effectivediscontinued operations, net of tax rate is primarily due to $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 — 2016 Compared with 2015

Financial results and reconciling items included in Corporate/Other resulted in a $187 million increase in net income in 2016 compared to 2015 primarily due to the absence of a $362$435 million pre-tax impairmentgain on deconsolidation 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 operatingFES 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 recognized in 2015 associated with an IRS-approved change in accounting method that increased the tax basis in certain assets resulting in higher future tax deductions, as well as from changes in state apportionment factors.FENOC.
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, 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.




7646







CAPITAL RESOURCES AND LIQUIDITY


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.


OnAs previously disclosed, 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 equity investment strengthened the Company’s balance sheet, supported the company’s transition to a fully regulated utility company and positions FirstEnergy for sustained investment-grade credit metrics. The shares of preferred shares will receivestock participated in the same dividend paid on common stock on an as-converted basis and arewere non-voting except in certain limited circumstances. The new preferred shares contain an optional conversion for holders beginning in July 2018, and will mandatorily convert in 18-months from the issuance, subject to limited exceptions. Proceeds from theBecause of this 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 outsideand expects to issue, subject to, among other things, market conditions, pricing terms and business operations, up to $600 million of equity annually in 2022 and 2023, including approximately $100 million in equity for its regular stock investment and employee benefit plans. As of August 1, 2019, an aggregate of1,616,000 shares of preferred stock had been converted into 58,935,078 shares of common stock, and as a result, there were no shares of preferred stock outstanding as of December 31, 2019.
 
In addition to this equity investment, FE and its utilitydistribution 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 20182020 and beyond, FE and its utilitydistribution 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 atby FE and certain utilityof its distribution 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 toOn February 1, 2019, FirstEnergy made 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-termvoluntary 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 contributedcontribution to the qualified pension plan. FirstEnergy expects no required contributions through 2021.

As part of the Energizing the Future initiative, the Center for Advanced Technology was opened in Akron, Ohio in April 2019. The 88,000 square feet facility was designed to be a hands-on environment where engineers and technicians can develop and evaluate new technology and grid solutions and simulate a variety of real-world conditions.

With an operating territory of 65,000 square miles, 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. Over the past several years, Regulated Distribution has experienced rate base growth through investments that have improved reliability and added operating flexibility to the distribution infrastructure, which provide benefits to the customers and communities those Utilities serve. Based on its current capital plan, on December 13, 2016. In Januarywhich includes over $10 billion in forecasted capital investments from 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 arethrough 2023, Regulated Distribution’s rate base compounded annual growth rate is expected to be approximately $2.6 billion4% from 2018 through 2023. Additionally, this business is exploring other opportunities for growth, including investments in electric system improvement and modernization projects to $2.9 billion, excluding CES. Planned capital initiatives are intendedincrease reliability and improve service to promote reliability, improve operations,customers, as well as exploring opportunities in customer engagement that focus on the electrification of customers’ homes and support current environmentalbusinesses by providing a full range of products and energy efficiency directives.services.



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Capital expenditures for 20172018 and anticipated2019 and forecasted expenditures for 20182020, 2021, 2022, and 2023, 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)
  2018 Actual 2019 Actual 2020 Forecast 2021 Forecast 2022 Forecast 2023 Forecast
 (In millions)  (In millions)
Regulated Distribution $1,342
 $(20) $1,362
 $1,500 - $1,600
  $1,635
 $1,698
 $1,700
 $1,700
 $1,700
 $1,700
Regulated Transmission 1,032
 1
 1,031
 1,000 - 1,200
  1,165
 1,189
 1,200
 1,200 - 1,450
 1,200 - 1,450
 1,200 - 1,450
CES 279
 (1) 280
 
(3) 
Corporate/Other 99
 
 99
 100
  183
  105
  90
  110
  110
  110
Total $2,752
 $(20) $2,772
 $2,600 - $2,900
  $2,983
 $2,992
 $2,990
 $3,010 - 3,260
 $3,010 - 3,260
 $3,010 - 3,260


(1) Includes a decreaseFirstEnergy believes there are incremental investment opportunities for its existing transmission infrastructure of approximatelyover $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,billion beyond those identified through 2023, 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 strengthen grid and cyber-security and make the transmission system more reliable, robust, secure and resistant to extreme weather events, with improved operational flexibility.

In alignment with FirstEnergy’s strategy to invest in its Regulated Transmission and Regulated Distribution segments as a fully regulated company, FirstEnergy is also focused on improving the balance sheet over time consistent with its business profile and maintaining investment grade ratings at its regulated businesses and FE. Specifically, at the regulated businesses, regulatory authority has been obtained for various regulated distribution and transmission subsidiaries to issue and/or refinance debt.

Any financing plans by FE or any of its consolidated subsidiaries, including the issuance of equity and debt, and the refinancing of short-term and maturing long-term debt are subject to market conditions and other factors. No assurance can be approximately $1.0 billion to $1.2 billion, annually, 2019 through 2021.

Capital expenditures for 2017 and 2018 forecast by subsidiary are includedgiven that any such issuances, financing or refinancing, as the case may be, will be completed as anticipated or at all. Any delay in the following table.completion


47



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
 


of financing plans could require FE or any of its consolidated subsidiaries to utilize short-term borrowing capacity, which could impact available liquidity. In addition, FE and its consolidated subsidiaries expect to continually evaluate any planned financings, which may result in changes from time to time.
(1) Includes a decrease
On March 9, 2018, FES borrowed $500 million from FE under the secured credit facility, dated as of approximately $20December 6, 2016, among FES, as borrower, FG and NG as guarantors, and FE, as lender, which fully utilized the committed line of credit available under the secured credit facility. Following the FES Bankruptcy deconsolidation of FES, FE fully reserved for the $500 million relatedassociated with the borrowings under the secured credit facility. Under the terms of the FES Bankruptcy settlement agreement discussed below, FE will release any and all claims against the FES Debtors with respect to the capital component$500 million borrowed under the secured credit facility.

On September 26, 2018, the Bankruptcy Court approved a FES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, two groups of key FES creditors (collectively, the FES Key Creditor Groups), the FES Debtors and the UCC. The FES Bankruptcy settlement agreement resolves certain claims by FirstEnergy against the FES Debtors and all claims by the FES Debtors and the FES Key Creditor Groups against FirstEnergy, and includes the following terms, among others:
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
A $225 million cash payment from FirstEnergy.
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million note issuance, into a cash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns excludes amounts allocated for non-deductible interest as discussed in Note 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the Intercompany Tax Allocation Agreement with the FES Debtors.

The FES Bankruptcy settlement agreement remains subject to satisfaction of certain conditions. There can be no assurance that such conditions will be satisfied or the FES Bankruptcy settlement agreement will be otherwise consummated, and the actual outcome of this matter may differ materially from the terms of the pension and OPEB mark-to-market adjustment.
(2) Excludesagreement described herein. FirstEnergy will continue to evaluate the capital component for pension and OPEB mark-to-market adjustments, which cannot be estimated.
(3) 2018 Forecast represents the mid-pointimpact of Regulated Distribution and Regulated Transmission's 2018 forecasted capital expenditures.
(4) Planned capital expenditures will be dependentany new factors on the outcomesettlement and their relative impact on the financial statements.
In connection with the FES Bankruptcy settlement agreement, FirstEnergy entered into a separation agreement with the FES Debtors to implement the separation of the strategicFES Debtors and their businesses from FirstEnergy. A business separation committee was established between FirstEnergy and the FES Debtors to review and determine issues that arise in the context of CES.the separation of the FES Debtors’ businesses from those of FirstEnergy.
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




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transmission investment opportunities across the 24,500 mile transmission system, making this a continuing platform for investment in the years beyond 2021.


As of December 31, 2017,2019, FirstEnergy’s and FES' net deficit in working capital (current assets less current liabilities) was due in large part to currentlyshort-term borrowings of $1.0 billion, accounts payable of $918 million, current payable long-term debt.debt of $380 million, and other current liabilities of $1.4 billion primarily attributable to customer deposits and anticipated payments under the FES Bankruptcy settlement. Currently payable long-term debt as of December 31, 2017, included2019, consistent of the following:
Currently Payable Long-Term Debt FirstEnergy FES December 31, 2019
 (In millions) (In millions)
Unsecured notes $150
 $
 $250
FMBs 325
 
Secured PCRBs 141
 141
Unsecured PCRBs 374
 374
Secured notes 50
Sinking fund requirements 61
 
 64
Other notes 31
 9
 16
 $1,082
 $524
 $380

FirstEnergy believes its cash from operations and available liquidity will be sufficient to meet its working capital needs.

Short-Term Borrowings / Revolving Credit Facilities


FE and the Utilities and FET and certain of its subsidiaries participate in two separate five-year syndicated revolving credit facilities withproviding for aggregate commitments of $5.0$3.5 billion, (Facilities), which are available throughuntil December 6, 2021.2022. Under the FE credit facility, an aggregate amount of $2.5 billion is available to be borrowed, repaid and reborrowed, subject to separate borrowing sub-limits for each borrower including FE and its regulated distribution subsidiaries. Under the UtilitiesFET credit facility, an aggregate amount of $1.0 billion is available to be borrowed, repaid and FET and its subsidiariesreborrowed under a syndicated credit facility, subject to separate borrowing sub-limits for each borrower including FE's transmission subsidiaries.

Borrowings under the credit facilities may use borrowings under their Facilitiesbe used 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 Facilitiescredit 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 Facilitiescredit facilities contains financial covenants requiring each borrower to maintain a consolidated debt-to-total-capitalization ratio (as defined under each of the Facilities)credit facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.


FirstEnergy had $300 million$1.0 billion and $2,675 million$1.25 billion of short-term borrowings as of December 31, 20172019 and 2016,2018, respectively. FirstEnergy’s available liquidity from external sources as of January 31, 20182020, was as follows:

Borrower(s) Type Maturity Commitment Available Liquidity Type Maturity Commitment Available Liquidity
     (In millions)     (In millions)
FirstEnergy(1)
 Revolving December 2021 $4,000
 $3,740
 Revolving December 2022 $2,500
 $2,496
FET(2)
 Revolving December 2021 1,000
 1,000
 Revolving December 2022 1,000
 1,000
   Subtotal $5,000
 $4,740
   Subtotal $3,500
 $3,496
   Cash 
 358
  Cash and cash equivalents 
 465
   Total $5,000
 $5,098
   Total $3,500
 $3,961


(1) 
FE and the Utilities. Available liquidity includes impact of $10$4 million of LOCs issued under various terms.
(2) 
Includes FET ATSI, MAIT and TrAIL.the Transmission Companies.


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




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The following table summarizes the borrowing sub-limits for each borrower under the facilities, the limitations on short-term indebtedness applicable to each borrower under current regulatory approvals and applicable statutory and/or charter limitations as of January 31, 2018:2020:
Borrower 
FirstEnergy 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 $4,000
 $
 $
(1) 
  $2,500
 $
 $
(1) 
 
FET 
 1,000
 
(1) 
  
 1,000
 
(1) 
 
OE 500
 
 500
(2) 
  500
 
 500
(2) 
 
CEI 500
 
 500
(2) 
  500
 
 500
(2) 
 
TE 300
 
 300
(2) 
  300
 
 300
(2) 
 
JCP&L 600
 
 500
(2) 
  500
 
 500
(2) 
 
ME 300
 
 500
(2) 
  500
 
 500
(2) 
 
PN 300
 
 300
(2) 
  300
 
 300
(2) 
 
WP 200
 
 200
(2) 
  200
 
 200
(2) 
 
MP 500
 
 500
(2) 
  500
 
 500
(2) 
 
PE 150
 
 150
(2) 
  150
 
 150
(2) 
 
ATSI 
 500
 500
(2) 
  
 500
 500
(2) 
 
Penn 50
 
 100
(2) 
  100
 
 100
(2) 
 
TrAIL 
 400
 400
(2) 
  
 400
 400
(2) 
 
MAIT 
 400
 400
(2) 
  
 400
 400
(2) 
 


(1) 
No limitations.
(2) 
Includes amounts which may be borrowed under the regulated companies' money pool.


$250 million of the FE Facility and $100 million of the FET Facility, subject to each borrower’sborrower'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, which is based on its subsidiaries' credit ratings.funds. 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.


As of December 31, 2017,2019, 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,covenants in each case as defined under the respective Facilities.

Separately, 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, 2018, and is secured by FMBs issued by FG ($250 million) and NG ($450 million). Additionally, FES maintains accessminimum interest charge coverage ratio no longer applies following FE's upgrade to an unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, and continues to conduct its ordinary course of business under that money pool in lieu of borrowing under the new facility.investment grade credit rating.


Term Loans
         
As of December 31, 2017,On October 19, 2018, FE had a $1.2 billion variable rateentered into two separate syndicated term loan credit agreements, the first being a $1.25 billion 364-day facility with The Bank of Nova Scotia, as administrative agent, and two separate $125the lenders identified therein, and the second being a $500 million term loans. On January 22, 2018, FE repaid thesetwo-year facility with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders identified therein, respectively, the proceeds of each were used to reduce short-term debt. The term loans contain covenants and other terms and conditions substantially similar to those of the FE revolving credit facility described above, including a consolidated debt-to-total-capitalization ratio. Effective September 11, 2019, the two credit agreements noted above were amended to change the amounts available under the existing facilities from $1.25 billion and $500 million to $1 billion and $750 million, respectively, and extend the maturity dates until September 9, 2020, and September 11, 2021, respectively.

The borrowing of $1.75 billion under the term loans, which took the form of a Eurodollar rate advance, may be converted from time to time, in full usingwhole or in part, to alternate base rate advances or other Eurodollar rate advances. Outstanding alternate base rate advances will bear interest at a fluctuating interest rate per annum equal to the proceedssum of an applicable margin for alternate base rate advances determined by reference to FE’s reference ratings plus the highest of (i) the administrative agent’s publicly-announced “prime rate,” (ii) the sum of 1/2 of 1% per annum plus the Federal Funds Rate in effect from time to time and (iii) the $2.5 billion equity investment.rate of interest per annum appearing on a nationally-recognized service such as the Dow Jones Market Service (Telerate) equal to one-month LIBOR on each day plus 1%. Outstanding Eurodollar rate advances will bear interest at LIBOR for interest periods of one week or





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one, two, three or six months plus an applicable margin determined by reference to FE’s reference ratings. Changes in FE’s reference ratings would lower or raise its applicable margin depending on whether ratings improved or were lowered, respectively.

A portion of FirstEnergy’s indebtedness bears interest at fluctuating interest rates, primarily based on LIBOR. LIBOR tends to fluctuate based on general interest rates, rates set by the U.S. Federal Reserve and other central banks, the supply of and demand for credit in the London interbank market and general economic conditions. FirstEnergy has not hedged its interest rate exposure with respect to its floating rate debt. Accordingly, FirstEnergy’s interest expense for any particular period will fluctuate based on LIBOR and other variable interest rates. On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is considering replacing U.S. dollar LIBOR with a newly created index, calculated based on repurchase agreements backed by treasury securities. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere. To the extent these interest rates increase, interest expense will increase. If sources of capital for FirstEnergy are reduced, capital costs could increase materially. Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on our results of operations, cash flows, financial condition and liquidity.

FirstEnergy Money Pools


FirstEnergy’s utility operating subsidiary companies also have the ability to borrow from each other and the holding companyFE to meet their short-term working capital requirements. Similar but separate arrangements exist among FirstEnergy’s unregulated 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.subsidiaries. FESC administers these money pools and tracks surplus funds of FirstEnergyFE 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 20172019 was 1.48%2.27% per annum for the regulated companies’ money pool and 2.30%2.74% 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.
 
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 January 31, 2018:February 6, 2020:
  Corporate Credit RatingSenior Secured Senior Unsecured
Outlook (1)
IssuerS&PMoody’sFitchS&PMoody’sFitch S&P Moody’s Fitch S&P Moody’s Fitch
FE BB+BBB Baa3 BBB-
FESCCC+B3CCaC
AE SupplyBBBBBB-B1BB-
AGCBB-Baa3BB
ATSIBBB    BBB- Baa1Baa3 BBB+
CEIBBB BBB+S Baa1S A-S
AGC BBB- Baa3Baa2 BBB+
FETBBB    BB+SSS
ATSIBBBA3BBB+BBBA3A-SSS
CEIBBB Baa2 BBB-BBB+A-A3ABBBBaa2A-SSS
JCP&LFETBBBBaa2BBB    BBB- Baa2 BBBSSS
MEJCP&LBBBBaa1BBB+    BBB-A3BBB+
MAITBBB-BBB Baa1 BBB
MPA- BBB+SPS
MEBBB A3 BBB+   
OEBBB BBB+A2A3 A- BBB-S Baa1SS
MAITBBBA3 BBB+
PN    BBB-BBBA3A-SSS
MPBBBBaa2BBBA-A3A-BBBBaa2SSS
OEBBBA3BBB+A-A1ABBBA3A-SPS
PNBBB Baa1 BBB+
Penn  A2BBBBaa1A-SSS
PennBBBA3BBB+A1ASPS
PEBBBBaa2BBB A-   SSS
PETEBBBBaa1BBB+A-A2A    S S S
TETrAILBBBA3 BBB+Baa1A-
TrAIL    BBB-BBBA3A-SSS
WPBBB A3 BBB+
WP
 BBB+ A1A-A   SSS

(1) S = Stable and P = Positive

On March 21, 2019, Moody’s upgraded the Senior Unsecured and Issuer ratings of ATSI and MAIT to A3 from Baa1. At the same time, Moody's affirmed the Senior Unsecured and Issuer ratings of their intermediate holding company, FET, at Baa2 as well as TrAIL at A3. The rating outlooks of these companies are stable.



51




On March 27, 2019, Moody’s upgraded JCP&L’s Senior Unsecured and Issuer ratings to Baa1 from Baa2, and maintained the positive outlook pending the outcome of the Reliability Plus infrastructure investment program.

On April 17, 2019, Fitch upgraded JCP&L’s Issuer rating to BBB from BBB- and its Senior Unsecured rating to BBB+ from BBB with a positive outlook. Also, on April 17, 2019, Fitch upgraded MP, AGC, and PE’s Issuer ratings to BBB from BBB- and the Senior Secured ratings of MP and PE to A- from BBB+ with a stable outlook for MP, AGC and PE and affirmed FE’s and all other FE subsidiaries ratings and positive outlooks.

On July 23, 2019, Moody’s upgraded the Senior Unsecured and Issuer ratings of OE and Penn to A3 from Baa1, TE to Baa1 from Baa3, and CEI to Baa2 from Baa3. The secured ratings for OE and Penn were changed to A1 from A2, TE to A2 from Baa1, and CEI to A3 from Baa1. The rating outlook for OE remains positive, Penn was revised to positive, and TE and CEI were revised to stable.

On November 8, 2019, Fitch upgraded the Corporate Credit Ratings and Senior Unsecured Ratings of FE and FET to BBB from BBB-. The Corporate Credit Ratings of ATSI, CEI, JCP&L, ME, MAIT, OE, PN, Penn, TE, TrAIL, and WP were upgraded to BBB+ from BBB, and the Senior Unsecured Ratings of ATSI, CEI, JCP&L, ME, MAIT, OE, PN, and TrAIL were upgraded to A- from BBB+. Additionally, the Senior Secured Ratings of CEI, OE, Penn, TE, and WP were upgraded to A from A-. At the same time, the Outlook for each of the companies upgraded was changed to Stable from Positive.

Debt capacity is subject to the consolidated debt-to-total-capitalization limits in the credit facilities previously discussed. As of JanuaryDecember 31, 2018,2019, FE and its subsidiaries could issue additional debt of approximately $6.6$7.8 billion, or incur a $3.5$4.2 billion reduction to equity, and remain within the limitations of the financial covenants required by the FE Facility.



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Changes in Cash Position


As of December 31, 2017,2019, FirstEnergy had $589$627 million of cash and cash equivalents and approximately $52 million of restricted cash compared to $199$367 million of cash and cash equivalents and approximately $62 million of restricted cash as of December 31, 2016. As of December 31, 2017 and 2016, FirstEnergy had approximately $54 million and $61 million, respectively, of restricted cash included in Other Current Assets2018, 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 utilitydistribution and transmission 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 buying electricity to buy electricity in the wholesale marketserve non-shopping customers and paypaying fuel suppliers, employees, tax authorities, lenders and others for a wide range of materialmaterials and services.


Net cash provided from operating activities was $2,467 million during 2019, $1,410 million during 2018 and $3,808 million during 2017, $3,383 million during 2016 and $3,460 million during 2015.2017.


20172019 compared with 20162018


Cash flows from operations increased $425$1,057 million in 20172019 as compared with 2016.2018. The year-over-year change in cash from operations increased due to the following:


the absence of $382a $750 million decrease in cash contributions to the qualified pension plan in 2016;plan;
higher transmission revenue reflecting a higher base rate and recovery of incremental operating expenses a higher rate base at ATSI and TrAIL, and the implementation of new rates at MAIT and JCP&L;MAIT;
decrease to working capital primarily due to higher distribution services retail receipts reflecting implementation of approved rates in Ohio, Pennsylvania and New Jersey, as further described above;from customers;
lower storm costs; partially offset by
lower receiptsrevenues due to tax savings being provided to customers in relation to the Tax Act;
the absence of FES' cash from a decrease in capacity revenue and contract sales at CES.operations from the first quarter of 2018.


2016 compared with 2015


52




FirstEnergy's Consolidated Statements of Cash Flows combine cash flows from discontinued operations decreased $77 million in 2016 compared with 2015 due tocash flows from continuing operations within each cash flow category. The following table summarizes the following:

a $239 million increase inmajor classes of operating cash contributions toflow items from discontinued operations for the qualified pension plan, partially offset by
higher distribution deliveriesyears ended December 31, 2019, 2018 and the full year impact of net rate increases implemented in 2015 at certain Utilities;
higher transmission revenue, reflecting recovery of incremental operating expenses and a higher rate base;
lower disbursements for fuel and purchased power resulting from the lower sales volumes partially offset by lower capacity revenues at CES.


2017:

82




  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Income (loss) from discontinued operations $8
 $326
 $(1,435)
Gain on disposal, net of tax (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 
 110
 333
Deferred income taxes and investment tax credits, net 47
 61
 (842)
Unrealized (gain) loss on derivative transactions 
 (10) 81

Cash Flows From Financing Activities


In 2017,Cash provided from financing activities was $656 million and $1,394 million in 2019 and 2018, respectively, compared to cash used for financing activities wasof $702 million compared to $34 million in 2016 and $292 million in 2015.2017. The following table summarizes new equity and debt financing, redemptions, repayments, make-whole premiums paid on debt redemptions short-term borrowings and dividends:
 For the Years Ended December 31 For the Years Ended December 31,
Securities Issued or Redeemed / Repaid 2017 2016 2015 2019 2018 2017
 (In millions) (In millions)
New Issues  
  
  
  
  
  
Preferred stock issuance $
 $1,616
 $
Common stock issuance 
 850
 
Unsecured notes $3,800
 $
 $475
 1,850
 850
 3,800
PCRBs 
 471
 339
 
 74
 
FMBs 625
 305
 295
 450
 50
 625
Term loan 250
 1,200
 200
 
 500
 250
Senior secured notes 
 
 2
 $4,675
 $1,976
 $1,311
 $2,300
 $3,940
 $4,675
            
Redemptions / Repayments  
  
  
  
  
  
Unsecured notes $(1,330) $(300) $
 $(725) $(555) $(1,330)
PCRBs (158) (483) (313) 
 (216) (158)
FMBs (725) (246) (215) (1) (325) (725)
Term loan 
 (1,200) (200) 
 (1,450) 
Senior secured notes (78) (102) (151) (63) (62) (78)
 $(2,291) $(2,331) $(879) $(789) $(2,608) $(2,291)
            
Tender premiums paid on debt redemptions $
 $(89) $
      
Short-term borrowings (repayments), net $(2,375) $975
 $(91) $
 $950
 $(2,375)
            
Preferred stock dividend payments $(6) $(61) $
      
Common stock dividend payments $(639) $(611) $(607) $(814) $(711) $(639)


On March 1, 2017, FG retired $28January 10, 2019, ME issued $500 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%4.30% senior notes at maturity.

On May 16, 2017, MP issued $250 million of 3.55% FMBs due 2027.2029. Proceeds received from the issuance of senior notes were primarily used to refinance existing indebtedness, including ME’s $300 million of 7.70% senior notes due 2019, and borrowings outstanding under the FMBs were used: (i) to repay short-term borrowings, (ii)FE regulated utility money pool and the FE Facility, to fund capital expenditures, and (iii) for working capital needs and other general businesscorporate purposes.




53




On June 1, 2017, FG repurchased approximately $130February 8, 2019, JCP&L issued $400 million of PCRBs, which were subject to a mandatory put on such date. FG is currently holding these PCRBs indefinitely.

On June 1, 2017, JCP&L retired $250 million of 5.65%4.30% senior notes at maturity.

On June 21, 2017, FE issued the aggregate principal amount of $3.0 billion of its senior notes in three series: $500 million of 2.85% notes due 2022; $1.5 billion of 3.90% notes due 2027; and $1.0 billion of 4.85% notes due 2047.2026. Proceeds from the issuance of the senior notes were used: (i)primarily used to redeem $650 million of FE's 2.75% notes due in 2018 on July 25, 2017, and (ii) for general corporate purposes,refinance existing indebtedness, including the repayment of short-term borrowingsamounts outstanding under the FE Facility.

On August 31, 2017, ATSI issued $150regulated utility money pool incurred in connection with the repayment at maturity of JCP&L’s $300 million of 3.66%7.35% senior unsecured notes maturing in 2032.due 2019 and the funding of storm recovery and restoration costs and expenses, to fund capital expenditures and working capital requirements and for other general corporate purposes.

On March 28, 2019, FET issued $500 million of 4.55% senior notes due 2049. Proceeds from the issuance of the senior notes were used: (i)used primarily to support FET’s capital structure, to repay short-term borrowings (ii)outstanding under the FE unregulated money pool, to fundfinance capital expendituresimprovements, and (iii) for other general corporate purposes, including funding working capital needs and other general business purposes.day-to-day operations.


On September 8, 2017, PNApril 15, 2019, ATSI issued $300$100 million of 3.25%4.38% senior notes maturing in 2028.due 2031. Proceeds from the issuance of the senior notes were used primarily to repay short-term borrowings, that were used to repay at maturity $300 million of PN's 6.05% senior notes due September 1, 2017.fund capital expenditures and working capital needs, and for other general corporate purposes.


On September 15, 2017,May 21, 2019, WP issued $100 million of 4.09%4.22% FMBs due 2047.2059. Proceeds from the issuance of the FMBs were used: (i)or are, as the case may be, used to repay short-term borrowings, (ii)refinance existing indebtedness, to fund capital expenditures, and (iii) for other general businesscorporate purposes.




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On October 5, 2017, CEIJune 3, 2019, PN issued $350$300 million of 3.50%3.60% senior notes maturing in 2028.due 2029. Proceeds from the issuance of the senior notes were used: (i)used to refinance existing indebtedness, including $300amounts outstanding under the FE regulated companies’ money pool incurred in connection with the repayment at maturity of PN’s $125 million of 7.88% FMBs6.63% senior notes due November 1, 2017, and borrowings outstanding under FirstEnergy's regulated utility money pool and the Facility, (ii)2019, to fund capital expenditures, and (iii) for working capital and other general businesscorporate purposes.


On December 15, 2017, WPJune 5, 2019, AGC issued $275$50 million of 4.14% FMBs maturing in 2047.4.47% senior unsecured notes due 2029. Proceeds from the issuance of the FMBssenior notes were used to repay at maturity $275improve liquidity, re-establish the debt component within its capital structure following the recent redemption of all of its existing long-term debt, and satisfy working capital requirements and other general corporate purposes.

On August 15, 2019, WP issued $150 million of WP's 5.95%4.22% FMBs due December 15, 2017. 2059. Proceeds were used to refinance existing indebtedness, fund capital expenditures and for other general corporate purposes.


On November 14, 2019, MP issued $155 million of 3.23% FMBs due 2029 and $45 million of 3.93% FMBs due 2049. Proceeds were used to refinance existing debt, to fund capital expenditures, and for other general corporate purposes.

Cash Flows From Investing Activities


Cash used for investing activities in 20172019 principally represented cash used for property additions. The following table summarizes investing activities for 2017, 20162019, 2018 and 2015:2017:
 For the Years Ended December 31 For the Years Ended December 31,
Cash Used for Investing Activities 2017 2016 2015 2019 2018 2017
 (In millions) (In millions)
Property Additions:            
Regulated Distribution $1,191
 $1,063
 $1,040
 $1,473
 $1,411
 $1,191
Regulated Transmission 1,030
 1,101
 1,020
 1,090
 1,104
 1,030
Competitive Energy Services 317
 619
 588
Corporate/Other 49
 52
 56
 102
 160
 366
Nuclear fuel 254
 232
 190
 
 
 254
Proceeds from asset sales (388) (15) (20) (47) (425) (388)
Investments 98
 111
 114
 38
 54
 98
Notes receivable from affiliated companies 
 500
 
Asset removal costs 172
 145
 142
 217
 218
 172
Other (7) (27) (8) 
 (4) 
 $2,716
 $3,281
 $3,122
 $2,873
 $3,018
 $2,723


20172019 compared with 20162018


Cash used for investing activityactivities in 20172019 decreased $565$145 million as compared to 2016,2018, primarily due to lower property additions. The declinethe decrease in property additions was due to the following:

a decrease of $302 million at CES,notes receivable from affiliated companies resulting from lower capitalFES's borrowings from the committed line of credit available under the secured credit facility with FE during the first quarter of 2018 and investments, associated with outages, MATS compliance and the Mansfield dewatering facility,
a decrease of $71 million at Regulated Transmission due to timing of capital investments associated with its Energizing the Future investment program; partially offset by lower proceeds from asset sales.



54



an increase
FirstEnergy's Consolidated Statements of $128 million at Regulated Distribution due to an increase in storm restoration workCash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of investing cash flow items from discontinued operations for the years ended December 31, 2019, 2018 and smart meter investments in Pennsylvania.2017:

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 remaining non-affiliated leasehold interest in Perry Unit 1. The increase in nuclear fuel was due to the scheduled Davis-Besse refueling and maintenance outage in 2016.
  For the Years Ended December 31,
(In millions) 2019 2018 2017
   
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions $
 $(27) $(317)
Nuclear fuel 
 
 (254)
Sales of investment securities held in trusts 
 109
 940
Purchases of investment securities held in trusts 
 (122) (999)

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, the Utilities and the Transmission Companies net their regulatory assets and liabilities based on federal and state jurisdictions.

Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain of these regulatory assets, totaling approximately $111 million as of December 31, 2019, are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific order.

The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 2019 and December 31, 2018, and the changes during the year ended December 31, 2019:

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Net Regulatory Assets (Liabilities) by Source December 31,
2019
 December 31,
2018
 Change
  (In millions)
Regulatory transition costs $(8) $49
 $(57)
Customer payables for future income taxes (2,605) (2,725) 120
Nuclear decommissioning and spent fuel disposal costs (197) (148) (49)
Asset removal costs (756) (787) 31
Deferred transmission costs 298
 170
 128
Deferred generation costs 214
 202
 12
Deferred distribution costs 155
 208
 (53)
Contract valuations 51
 72
 (21)
Storm-related costs 551
 500
 51
Other 36
 52
 (16)
Net Regulatory Liabilities included on the Consolidated Balance Sheets $(2,261) $(2,407) $146

The following is a description of the regulatory assets and liabilities described above:

Regulatory transition costs - Includes the recovery of PN above-market NUG costs; JCP&L costs incurred during the transition to a competitive retail market and under-recovered during the period from August 1, 1999 through July 31, 2003; and JCP&L costs associated with BGS, capacity and ancillary services, net of all revenues from the sale of the committed supply in the wholesale market. Amounts are amortized primarily through 2021.

Customer payables for future income taxes - Reflects amounts to be recovered or refunded through future rates to pay income taxes that become payable when rate revenue is provided to recover items such as AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes such as tax reform. These amounts are being amortized over the period in which the related deferred tax assets reverse, which is generally over the expected life of the underlying asset.



55







Nuclear decommissioning and spent fuel disposal costs - Reflects a regulatory liability representing amounts collected from customers and placed in external trusts including income, losses and changes in fair value thereon (as well as accretion of the related ARO) primarily for the future decommissioning of TMI-2.

Asset removal costs - Primarily represents the rates charged to customers that include a provision for the cost of future activities to remove assets, including obligations for which an ARO has been recognized, that are expected to be incurred at the time of retirement.

Deferred transmission costs - Principally represents differences between revenues earned based on actual costs for the formula-rate Transmission Companies and the amounts billed. Amounts are recorded as a regulatory asset or liability and recovered or refunded, respectively, in subsequent periods.

Deferred generation costs - Primarily relates to regulatory assets associated with the securitized recovery of certain electric customer heating discounts, fuel and purchased power regulatory assets at the Ohio Companies (amortized through 2034) as well as the ENEC at MP and PE. 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. The ENEC rate is updated annually.

Deferred distribution costs - Primarily relates to the Ohio Companies' deferral of certain expenses resulting from distribution and reliability related expenditures, including interest, and are amortized through 2036.

Contract valuations - Includes the changes in fair value of PN above-market NUG costs and the amortization of purchase accounting adjustments at MP and PE which were recorded in connection with the AE merger representing the fair value of NUG purchased power contracts (amortized over the life of the contracts with various end dates from 2034 through 2036).

Storm-related costs - Relates to the recovery of storm costs, which vary by jurisdiction. Approximately $193 million and $232 million are currently being recovered through rates as of December 31, 2019 and 2018, respectively.

The following table provides information about the composition of net regulatory assets that do not earn a current return as of December 31, 2019 and 2018, of which approximately $228 million and $290 million, respectively, are currently being recovered through rates over varying periods depending on the nature of the deferral and the jurisdiction.
Regulatory Assets by Source Not Earning a Current Return December 31,
2019
 December 31,
2018
 Change
    (in millions)  
Regulatory transition costs $7
 $10
 $(3)
Deferred transmission costs 27
 80
 (53)
Deferred generation costs 15
 8
 7
Storm-related costs 471
 363
 108
Other 25
 42
 (17)
Regulatory Assets Not Earning a Current Return $545
 $503
 $42



56




CONTRACTUAL OBLIGATIONS


As of December 31, 2017,2019, FirstEnergy's estimated undiscounted cash payments under existing contractual obligations that it considers firm obligations are as follows:
Contractual Obligations Total 2018 2019-2020 2021-2022 Thereafter Total 2020 2021-2022 2023-2024 Thereafter
 (In millions) (In millions)
Long-term debt(1)
 $22,266
 $1,051
 $2,548
 $3,460
 $15,207
 $20,066
 $364
 $2,024
 $2,440
 $15,238
Short-term borrowings 300
 300
 
 
 
 1,000
 1,000
 
 
 
Interest on long-term debt(2)
 13,972
 1,081
 1,951
 1,773
 9,167
 12,131
 928
 1,781
 1,581
 7,841
Operating leases(3)
 1,874
 146
 230
 235
 1,263
 339
 40
 80
 65
 154
Capital leases(3)
 117
 28
 41
 28
 20
Finance leases(3)
 80
 20
 32
 12
 16
Fuel and purchased power(4)
 9,110
 1,260
 1,956
 1,395
 4,499
 1,687
 540
 770
 377
 
Capital expenditures (5)
 1,778
 558
 625
 595
 
 1,445
 503
 573
 369
 
Pension funding(6)
 2,217
 1,250
 
 460
 507
 1,385
 
 159
 721
 505
FES bankruptcy settlement agreement(6)
 853
 853
 
 
 
Intercompany tax allocation agreement(7)
 100
 100
 
 
 
Total $51,634
 $5,674
 $7,351
 $7,946
 $30,663
 $39,086
 $4,348
 $5,419
 $5,565
 $23,754


(1)
Excludes unamortized discounts and premiums, fair value accounting adjustments and capitalfinance leases.
(2)
Interest on variable-rate debt based on rates as of December 31, 2017.2019.
(3)
See Note 7,8, "Leases," of the Combined Notes to Consolidated Financial Statements.
(4)
Amounts under contract with fixed or minimum quantities based on estimated annual requirements.
(5) 
Amounts represent committed capital expenditures as of December 31, 2017.2019.
(6) 
In January 2018, FirstEnergy satisfied its minimum required funding obligationsAssumes FES Debtors emergence in 2020, see Note 1, "Organization and Basis of $500 million and addressed funding obligations through 2020 to its qualified pension plan with additional contributions of $750 million. The impactPresentation," of the contributions is reflected inNotes to Consolidated Financial Statements for further discussion on settlement.
(7)
Estimated amounts owed to the table above.FES Debtors under the intercompany tax allocation agreement for the 2018 and 2019 tax returns, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on tax sharing agreement with the FES Debtors.


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 $2.8$2.6 billion in 2018, of which $300 million are expected to relate to the Utilities' contracts with FES.2020.


The table above also excludes regulatory liabilities (see Note 15,14, "Regulatory Matters"), AROs (see Note 14,13, "Asset Retirement Obligations"), reserves for litigation, injuries and damages, environmental remediation, and annual insurance premiums, including nuclear insurance (see Note 16,15, "Commitments, Guarantees and 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 $13.4 billion (assuming 102 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $450 million;JCP&L, ME and (ii) $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 per incident but not more than $76 million in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, NG purchases insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. NG is a Member Insured of NEIL, which provides coverage for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. NG, as the Member Insured and each entity with an insurable interest, purchases policies, renewable yearly, corresponding to their respective nuclear interests, which provide an aggregate indemnity of up to approximately $1.4 billion for replacement power costs incurred during an outage after an initial 12-week waiting period.

NG, as the Member Insured and each entity with an insurable interest, is insured underPN maintain property damage insurance provided by NEIL.NEIL for their interest in the retired TMI- 2 nuclear facility, a permanently shut down and defueled facility. Under these arrangements, up to $2.75 billion$150 million of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. Member Insureds of NEILJCP&L, ME and PN pay annual premiums and are subject to retrospective premium assessments if losses exceed the accumulated funds availableof up to the insurer. NG purchases insurance through NEIL that will pay its obligation in the eventapproximately $1.2 million during a retrospective premium call is made by NEIL, subject to the terms of the policy.policy year.


FirstEnergy intendsJCP&L, ME and PN intend 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 NG'sJCP&L, ME or PN’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’sJCP&L, ME or PN’s insurance policies, or to the extent such insurance becomes unavailable in the future, FirstEnergyJCP&L, ME or PN would remain at risk for such costs.


The NRC requiresPrice-Anderson Act limits public liability relative to a single incident at a nuclear power plant licensees to obtain minimum property insuranceplant. In connection with TMI-2, JCP&L, ME and PN carry the required ANI third party liability 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 inand also have coverage under 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 orderedPrice Anderson indemnity agreement issued by the NRC. FirstEnergyThe total available coverage in the event of a nuclear incident is unable to predict what effect these requirements may have on$560 million, which is also the availabilitylimit of insurance proceeds.public liability for any nuclear incident involving TMI-2.
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


57




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, 2017,2019, was approximately $3.8$1.6 billion, as summarized below:
Guarantees and Other Assurances Maximum Exposure
  (In millions)
FE's Guarantees on Behalf of its Subsidiaries  
Energy and Energy-Related Contracts(1)
 $7
Deferred compensation arrangements(2)
 592
AE Supply asset sales(3)
 555
Fuel-Related(4)
 72
Other(5)
 4
  1,230
Subsidiaries’ Guarantees  
Energy and Energy-Related Contracts(6)
 265
FES’ guarantee of FG’s sale and leaseback obligations 1,574
  1,839
FE's Guarantees on Behalf of Business Ventures  
Global Holding Facility 275
   
Other Assurances  
Surety Bonds - Wholly Owned Subsidiaries 128
Surety Bonds(7),(8)
 263
Sale leaseback indemnity 58
LOCs(9)
 10
  459
Total Guarantees and Other Assurances $3,803
Guarantees and Other Assurances Maximum Exposure
  (In millions)
FE's Guarantees on Behalf of the FES Debtors  
Surety Bonds - FG(1)
 $200
Deferred compensation arrangements 150
  350
FE's Guarantees on Behalf of its Consolidated Subsidiaries  
AE Supply asset sales(2)
 555
Deferred compensation arrangements 466
Fuel related contracts and other 10
  1,031
FE's Guarantees on Other Assurances  
Global Holding Facility 114
Surety Bonds 135
LOCs and other 16
  265
Total Guarantees and Other Assurances $1,646


(1) 
Issued for open-ended terms, with a 10-day termination right by FirstEnergy.
(2)
CES related portion is $149 million, including $58 million and $91 million at FES and FENOC, respectively.
(3)
As 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 AGC arising under the amended and restated purchase agreement.
(4)
FE is the guarantor of the remaining payments due to CSX/BNSF in connection with the definitive settlement on a transportation agreement.
(5)
Includes guarantees of $4 million for various leases.
(6)
Includes energy 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 CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.
(8)(2) 
As a condition to closing AE Supply's sale of four natural gas generating plants in December 2017, FE provides credit supportprovided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC. In connection with the FES Bankruptcy settlement agreement, FirstEnergy has provided certain additional guarantees to FG for $23 millionretained environmental liabilities of surety bonds held by AE Supply.
(9)
Includes $10 million issued for various terms pursuantSupply related to LOC capacity available under FirstEnergy's revolving credit facilities.the Pleasants Power Station and the McElroy's Run CCR disposal facility.



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 CES'AE Supply's power portfolio exposure as of December 31, 2017, FES has posted collateral of $123 million and2019, AE Supply has posted collateral of $4 million.no collateral. The Regulated Distribution Segment hasUtilities and Transmission Companies have posted collateral of $4 million.no collateral.


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. The following table discloses the potential additional credit rating contingent contractual collateral obligations as of December 31, 2017:

2019:
Potential Collateral Obligations
FES
AE Supply
Regulated FE Corp Total
AE Supply
Utilities
and FET
 FE Total


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

$1
 $
 $
 $1
Upon Further Downgrade

 
 41
 
 41


 36
 
 36
Surety Bonds (Collateralized Amount)(1)

16
 1
 107
 237
 361


 63
 257
 320
Total Exposure from Contractual Obligations
$20
 $2
 $148
 $237
 $407

$1
 $99
 $257
 $357




58




(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 CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.


Excluded from the preceding table are the potential collateral obligations due to affiliate transactions between the Regulated Distribution segment and CES segment. As of December 31, 2017, FES has $2 million of collateral posted with its affiliates.

Other Commitments and Contingencies


FE is a guarantor under a $120 million syndicated senior secured term loan facility due March 3, 2020,November 12, 2024, under which Global Holding's outstanding principal balance is $275 million.$114 million as of December 31, 2019. In addition to 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, continue to provide their joint and several guaranties of the obligations of Global Holding under the facility.


In connection with the 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.
OFF-BALANCE SHEET ARRANGEMENTS

FES has obligations that are not included on its Consolidated Balance Sheet related to the 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 $862 million as of December 31, 2017. As of December 31, 2017, FES' leasehold interest was 93.83% of Bruce Mansfield Unit 1.

On June 1, 2017, NG completed the purchase of the 2.60% lessor equity interests of the remaining non-affiliated leasehold interests in Beaver Valley Unit 2 for $38 million. In addition, the Beaver Valley Unit 2 leases expired in accordance with their terms on June 1, 2017, resulting in NG being the sole owner of Beaver Valley Unit 2.



87




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 exposedhas limited exposure to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk PolicyManagement 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 informationinformation. As of December 31, 2019, FirstEnergy has a net liability of $13 million in non-hedge derivative contracts that are primarily related to NUG contracts at certain of the Utilities. NUG contracts are subject to regulatory accounting and do not impact earnings.

Equity Price Risk

As of December 31, 2019, the FirstEnergy pension plan assets were allocated approximately as follows: 29% in equity securities, 36% in fixed income securities, 9% in hedge funds, 2% in insurance-linked securities, 7% in real estate, 4% in private equity and 13% in cash and short-term securities. A decline in the value of pension plan assets could result in additional funding requirements. FirstEnergy’s funding policy is based on actuarial computations using the projected unit credit method. On February 1, 2019, FirstEnergy made a $500 million voluntary cash contribution to the extent that such information is available. In cases where such information is not available,qualified pension plan. FirstEnergy relies on model-based information. The model provides estimates of future regional prices for electricityexpects no required contributions through 2021. See Note 5, "Pension 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 10, "Fair Value Measurements,Other Postemployment Benefits," of the Combined Notes to Consolidated Financial Statements). SourcesStatements for additional details on FirstEnergy's pension and OPEB plans. Through December 31, 2019, FirstEnergy's pension plan assets have earned approximately 20.3% as compared to an annual expected return on plan assets of information for the valuation of net commodity derivative assets and liabilities as7.50%.

As of December 31, 2017, are summarized by year2019, FirstEnergy's OPEB plans were invested 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)
 $(25) $(35) $(11) $
 $
 $
 $(71)
Prices based on models 1
 
 
 
 
 
 1
Total(2)
 $(24) $(35) $(11) $
 $
 $
 $(70)

(1)
Primarily represents contracts based on broker and ICE quotes.
(2)
Includes $(79) million in non-hedge derivative contracts that are primarily related to NUG contracts at certain of the Utilities. NUG contracts are subject to regulatory accounting and 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 offixed income and equity securities. Through December 31, 2017, not subject2019, FirstEnergy's OPEB plans have earned approximately 18.1% as compared to regulatory accounting, an increase in commodity pricesannual expected return on plan assets of 10% would decrease net income by approximately $6 million during the next twelve months.7.50%.

Equity Price Risk


NDT funds have been established to satisfy NG’sJCP&L, ME and other FirstEnergy subsidiaries'PN's nuclear decommissioning obligations.obligations associated with TMI-2. As of December 31, 2017,2019, approximately 55%15% and 85% of the funds were invested in fixed income securities 41% of the funds were invested in equity securities and 4% were invested in short-term investments, respectively, with limitations related to concentration and investment grade ratings. The investments are carried at their market values of approximately $1,491 million, $1,104$135 million and $90$763 million for fixed income securities, equity securities and short-term investments, respectively, as of December 31, 2017,2019, excluding $(7)$16 million of net receivables, payables and accrued income. A hypothetical 10% decrease in prices quoted by stock exchanges would result in a $110 million reduction in fair value as of December 31, 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 fundsJCP&L, ME and PN’s NDTs or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2017, FirstEnergy2019, JCP&L, ME and PN made no contributions to the NDTs.






8859







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 new debt securities. As discussed in Note 7, "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 2018
2019
2020
2021
2022
There-after
Total
Fair Value 2020
2021
2022
2023
2024
There-after
Total
Fair Value
 (In millions) (In millions)
Assets:                                
Investments Other Than Cash and Cash Equivalents:                                
Fixed Income $
 $
 $
 $
 $
 $1,738
 $1,738
 $1,738
 $
 $
 $
 $
 $
 $401
 $401
 $401
Average interest rate % % % % % 3.3% 3.3%   % % % % % 3.0% 3.0%  
                                
Liabilities:                                
Long-term Debt:                                
Fixed rate $679
 $1,035
 $541
 $490
 $1,100
 $16,957
 $20,802
 $21,579
 $364
 $132
 $1,142
 $1,194
 $1,246
 $15,238
 $19,316
 $22,178
Average interest rate 6.8% 6.5% 5.5% 5.7% 4.1% 4.9% 5.0%   5.4% 3.7% 4.1% 4.1% 4.7% 4.9% 4.8%  
Variable rate(1)
 $
 $9
 $250
 $1,200
 $
 $
 $1,459
 $1,459
Variable rate $
 $750
 $
 $
 $
 $
 $750
 $750
Average interest rate % 1.1% 2.4% 2.4% % % 2.4%   % 2.5% % % % % 2.5%  


(1) AsFirstEnergy recognizes net actuarial gains or losses for its pension and OPEB plans in the fourth quarter of Decembereach fiscal year and whenever a plan is determined to qualify for a remeasurement. A primary factor contributing to these actuarial gains and losses are changes in the discount rates used to value pension and OPEB obligations as of the measurement date and the difference between expected and actual returns on the plans’ assets. Upon the FES Debtors' emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax mark-to-market loss to be up to $400 million assuming a discount rate of approximately 3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 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.

2020.
CREDIT RISK


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

Wholesale Credit Risk

FirstEnergy 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 FirstEnergy has a legally enforceable right of offset. FirstEnergy monitors and manages the credit risk of wholesale marketing, risk management and energy transacting operations throughmaintains credit policies and procedures whichwith respect to counterparty credit (including requirement that counterparties maintain specified credit ratings) and require other assurances in the form of credit support or collateral in certain circumstance in order to limit counterparty credit risk. However, FirstEnergy, as applicable, has concentrations of suppliers and customers among electric utilities, financial institutions and energy marketing and trading companies. These concentrations may impact FirstEnergy's overall exposure to credit risk, positively or negatively, as counterparties may be similarly affected by changes in economic, regulatory or other conditions. In the event an energy supplier of the Ohio Companies, Pennsylvania Companies, JCP&L or PE defaults on its obligation, the affected company would be required to seek replacement power in the market. In general, subject to regulatory review or other processes, appropriate incremental costs incurred by these entities would be recoverable from customers through applicable rate mechanisms, thereby mitigating the financial risk for these entities. FirstEnergy's credit policies to manage credit risk include the use of an established credit approval process, daily monitoring of counterparty credit limits, the use of credit mitigation measuresprovisions, such as margin, prepayment or collateral requirements. FirstEnergy and its subsidiaries may request additional credit assurance, in certain circumstances, in the use of master netting agreements. The majority of FirstEnergy's energy contract counterparties maintain investment-gradeevent that the counterparties' credit ratings.

Retail Credit Risk

FirstEnergy's 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 obligationsratings fall below investment grade, their tangible net worth falls below specified percentages 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 throughtheir exposures exceed an 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.limit.

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 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 Ohio by the PUCO, 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, Maryland, Michigan, New Jersey and 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, Further, 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

60




The following table summarizes the adoptionkey terms of distribution rate orders in effect for 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.Utilities:

CompanyRates EffectiveAllowed Debt/EquityAllowed ROE
CEIMay 200951% / 49%10.5%
ME(1)
January 201748.8% / 51.2%
Settled(2)
MPFebruary 201554% / 46%
Settled(2)
JCP&LJanuary 201755% / 45%9.6%
OEJanuary 200951% / 49%10.5%
PE (West Virginia)February 201554% / 46%
Settled(2)
PE (Maryland)March 201947% / 53%9.65%
PN(1)
January 201747.4% / 52.6%
Settled(2)
Penn(1)
January 201749.9% / 50.1%
Settled(2)
TEJanuary 200951% / 49%10.5%
WP(1)
January 201749.7% / 50.3%
Settled(2)
(1)Reflects filed debt/equity as final settlement/orders do not specifically include capital structure.
(2) Commission-approved settlement agreements did not disclose ROE rates.

MARYLAND


PE operates under MDPSC approved base rates that were effective as of March 23, 2019. PE also 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-party monitor. Although settlements with respect to SOS supply for PE customers have expired, service continues in the same manner until changed by order of the MDPSC. 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 and demand and requiringprogram requires each electric utility to file a plan every three years. On July 16, 2015, the MDPSC issued an order setting new incremental energy savings goals for 2017to reduce electric consumption and beyond, beginning with the goal of 0.97% savings achieved under PE's current plan for 2016, and increasingdemand 0.2% per year, thereafter to reach 2%. The Maryland legislature in April 2017 adopted a statute requiring the same 0.2% per year increase, up to the ultimate goal of 2% annual savings, for the duration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs and services are available. The costs of PE's 2015-2017 plan 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 22, 2017, the MDPSC issued an order approving the 2018-2020 plan with various modifications.PE 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.


On February 27, 2013,January 19, 2018, PE filed a joint petition along with other utility companies, work group stakeholders and the MDPSC issued an order requiring the Maryland electric utilitiesvehicle work group leader to submit analyses relating to the costs and benefits of making further system and staffing enhancementsimplement a statewide electric vehicle portfolio in order to attempt to reduce storm outage durations.PE's 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 2013 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 2013 Order. On July 1, 2014, the Staff of theconnection with a 2016 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, 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 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 issued a ruling on any of those matters.

On September 26, 2016, the 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 launchproposed 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 proposingmillion, to recover program costs subject tobe recovered over a five-year amortization. On February 6, 2018,January 14, 2019, the MDPSC opened a new proceeding to considerapproved the petition and directed that comments be filed by March 16, 2018.



90




On January 12, 2018,subject to certain reductions in the MDPSC instituted a proceeding to examine the impactsscope of the Tax Actprogram. The MDPSC approved PE’s compliance filing, which implements the pilot program, with minor modifications, on the rates and charges of Maryland utilities.July 3, 2019.

On August 24, 2018, 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 filefiled a base rate case with the MDPSC, which it supplemented on October 22, 2018, to update the partially forecasted test year with a full twelve months of actual data. The rate case requested an annual increase in the third quarterbase distribution rates of 2018 where the benefits$19.7 million, plus creation of an EDIS to fund four enhanced service reliability programs. In responding to discovery, PE revised its request for an annual increase in base rates to $17.6 million. The proposed rate increase reflected $7.3 million in annual savings for customers resulting from the effectsrecent federal tax law changes. On March 22, 2019, the MDPSC issued a final order that approved a rate increase of $6.2 million, approved three of the Tax Act will be realized by customers throughfour EDIS programs for four years, directed PE to file a lowernew depreciation study within 18 months, and ordered the filing of a new base rate increase than would otherwise be necessary.case in four years to correspond to the ending of the approved EDIS programs.


NEW JERSEY


JCP&L currentlyoperates under NJBPU approved rates that were effective as of January 1, 2017. JCP&L provides BGS for retail customers who do not choose a third partythird-party EGS and for customers of third-party EGSs that fail to provide the contracted service. The supply for BGS is comprised of two components, procured through separate, annually held descending clock auctions, the results of which are approved by the NJBPU. One BGS component reflects hourly real time energy prices and is available for larger commercial and industrial customers. The second BGS component provides 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 byOn April 18, 2019, pursuant to the NJBPU on December 12, 2016, effective asMay 2018 New Jersey enacted legislation establishing a ZEC program to provide ratepayer funded subsidies 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,New Jersey nuclear energy supply, the NJBPU approved the accelerationimplementation of the amortization ofa non-bypassable, irrevocable ZEC charge for all New Jersey electric utility customers, including JCP&L’s 2012 major storm expenses that are recovered through the SRC in order forcustomers. Once collected from customers by JCP&L, these funds will be remitted to achieve full recovery byeligible nuclear energy generators.


61





In 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, 2015,2017, the NJBPU approved the NJBPU staff's recommendationissued proposed rules 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 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 stated that it would continue to applymodify its current CTA policy in base rate cases subject to incorporating the following modifications:to: (i) calculatingcalculate savings using a five-year look back from the beginning of the test year; (ii) allocatingallocate savings with 75% retained by the company and 25% allocated to rate payers;ratepayers; and (iii) excludingexclude transmission assets of electric distribution companies in the savings calculation.calculation, which were published in the NJ Register in the first quarter of 2018.JCP&L filed comments supporting the proposed rulemaking. On November 5, 2014,January 17, 2019, the Division ofNJBPU approved the proposed CTA rules with no changes. On May 17, 2019, the Rate Counsel appealedfiled an appeal with the NJBPU Order regarding the generic CTA proceeding toAppellate Division of the Superior Court of New Jersey Appellate Division andJersey. JCP&L filedis contesting this appeal but is unable to participate as a respondentpredict the outcome of this matter.

Also in that proceeding supporting the order. On September 18,December 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. On July 13, 2018, JCP&L expectsfiled an infrastructure plan, JCP&L Reliability Plus, which proposed to makeaccelerate $386.8 million of electric distribution infrastructure investment over four years to enhance the reliability and resiliency of its distribution system and reduce the frequency and duration of power outages. On April 23, 2019, JCP&L filed a filingStipulation of Settlement with the NJBPU on behalf of the JCP&L, Rate Counsel, NJBPU Staff and New Jersey Large Energy Users Coalition, which provides that JCP&L will invest up to approximately $97 million in 2018.capital investments beginning on June 1, 2019 through December 31, 2020. JCP&L shall seek recovery of the capital investment through an accelerated cost recovery mechanism, provided for in the rules, that includes a revenue adjustment calculation and a process for two rate adjustments. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modifications. Pursuant to the Stipulation, JCP&L filed a petition on September 16, 2019, to seek approval of rate adjustments to provide for cost recovery established with JCP&L Reliability Plus.


On January 31, 2018, the NJBPU instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of New Jersey utilities. JCP&L must track and apply regulatory accounting treatment forThe NJBPU ordered New Jersey utilities to: (1) defer on their books the impacts of the Tax Act effective January 1, 2018; (2) to file tariffs effective April 1, 2018, reflecting the rate impacts of changes in current taxes; and (3) to file tariffs effective July 1, 2018, reflecting the rate impacts of changes in deferred taxes. On March 2, 2018, JCP&L filed a petition with the NJBPU, by March 2,which included proposed tariffs for a base rate reduction of $28.6 million effective April 1, 2018, regarding the expectedand a rider to reflect $1.3 million in rate impacts of changes in deferred taxes. On March 26, 2018, the NJBPU approved JCP&L’s rate reduction effective April 1, 2018, on an interim basis subject to refund, pending the outcome of this proceeding. On April 23, 2019, JCP&L filed a Stipulation of Settlement on behalf of the Rate Counsel, NJBPU Staff, and the New Jersey Large Energy Users Coalition with the NJBPU. The terms of the Stipulation of Settlement provide that between January 1, 2018 and March 31, 2018, JCP&L’s refund obligation is estimated to be approximately $7 million, which was refunded to customers in 2019. The Stipulation of Settlement also provides for a base rate reduction of $28.6 million, which was reflected in rates on April 1, 2018, and a Rider Tax Act on Adjustment for certain items over a five-year period. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modification.

JCP&L’s expenses&L expects to file a distribution base rate case in New Jersey in February 2020, which will seek to recover certain costs associated with providing safe and revenues and how the effects will be passed throughreliable electric service to its customers.JCP&L customers, along with recovery of previously incurred storm costs.


OHIO


The Ohio Companies operate under base distribution rates approved by the PUCO effective in 2009. The Ohio Companies’ residential and commercial base distribution revenues are decoupled, through a mechanism that took effect on February 1, 2020, to the base distribution revenue and lost distribution revenue associated with energy efficiency and peak demand reduction programs recovered as of the twelve-month period ending on December 31, 2018.The Ohio Companies currently operate under ESP IV which commencedeffective June 1, 2016, and expires May 31, 2024. The material terms of ESP IV, as approved in the PUCO’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 freezecontinuing through May 31, 2024. In addition, ESP IV2024, that continues the supply of power to non-shopping customers at a market-based price set through an auction process.



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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 ofIn addition, ESP IV include:includes: (1) continuation of a base distribution rate freeze through May 31, 2024; (2) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs; (2) an agreement to file 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; and (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and job retention in the 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 mechanismOhio.

ESP IV further provided for residential customers' base distribution rates (which filing was made on April 3, 2017, and remains pending).

Several parties, including the Ohio Companies filed 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 properly designedcollect through Rider DMR would be valued at $558$132.5 million annually for eightthree years beginning in 2017, grossed up for federal income taxes, resulting in an approved amount of approximately $168 million annually in 2018 and include an additional amount that recognizes2019. Revenues from Rider DMR are excluded from the value ofsignificantly excessive earnings test. On appeal, the economic impact of FirstEnergy maintaining its headquarters in Ohio. Other parties’ applications for rehearing argued, among other things, thatSCOH, on June 19, 2019, reversed the PUCO’s adoption ofdetermination that Rider DMR is not supported by law or sufficient evidence.lawful, and remanded the matter to the PUCO with instructions to remove Rider DMR from ESP IV. On August 16, 2017,20, 2019, the PUCO denied all remaining intervenor applications for rehearing,SCOH denied the Ohio Companies’ challengesmotion for reconsideration. The PUCO entered an Order directing the Ohio Companies to the modifications tocease further collection through Rider DMR, and addedcredit back to customers a third-party monitor to ensure thatrefund of Rider DMR funds are spent appropriately.collected since July 2, 2019, and remove Rider DMR from ESP IV. On September 15, 2017,October 1, 2019, the Ohio


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Companies implemented PUCO approved tariffs to refund approximately $28 million to customers, including Rider DMR revenues billed from July 2, 2019 through August 31, 2019.

On July 15, 2019, OCC filed an application for rehearinga Notice of Appeal with the SCOH, challenging the PUCO’s exclusion of Rider DMR revenues from the determination of the PUCO’s August 16,existence of significantly excessive earnings under ESP IV for calendar year 2017 ruling on the issues of the third-party monitor and the ROE calculation for advanced metering infrastructure. On October 11, 2017, the PUCO denied the Ohio Companies' application for rehearing on both issues. On October 16, 2017, the Sierra Club and the Ohio Manufacturer's Association Energy Group filed notices of appeal with the Supreme Court of Ohio appealing various PUCO entries on their applications for rehearing. On November 16, 2017, theclaiming a $42 million refund is due to OE customers. The Ohio Companies intervened inare contesting this appeal but are unable to predict the appeal. Additional parties subsequently filed noticesoutcome of appeal with the Supreme Court ofthis matter.

Under Ohio challenging various PUCO entries on their applications for rehearing. For additional information, see “FERC Matters - Ohio ESP IV PPA,” below.

Under ORC 4928.66,law, the Ohio Companies are required to implement energy efficiency programs that achieve certain annual energy savings and 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 22.2% by 2027. On April 15, 2016, theThe Ohio Companies filed an application for approval of their three-year energy efficiency portfolio plans for the 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 includeCompanies’ 2017-2019 plan includes a portfolio of energy efficiency programs targeted to a 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.segments. The Ohio Companies anticipate the cost of the plansplan will be approximately $268 million over the life of the portfolio plansplan and such costs are expected to be recovered through the Ohio Companies’ existing rate mechanisms. On November 21, 2017, the PUCO issued an order that approved the filed Stipulation and Recommendationproposed plan with several modifications, including a cap on the Ohio Companies’ collection of program costs and shared savings set at4% of the Ohio Companies’ total sales to customerscustomers. On October 15, 2019, the SCOH reversed the PUCO’s decision to impose the 4% cost-recovery cap and remanded the matter to the PUCO for approval of the portfolio plans without the cost-recovery cap.

On July 23, 2019, Ohio enacted legislation establishing support for nuclear energy supply in Ohio. In addition to the provisions supporting nuclear energy, the legislation included a provision implementing a decoupling mechanism for Ohio electric utilities. The legislation also is ending current energy efficiency program mandates on December 31, 2020, provided statewide energy efficiency mandates are achieved as reporteddetermined by the PUCO. On October 23, 2019, the PUCO solicited comments on FERC Form 1.whether the PUCO should terminate the energy efficiency programs once the statewide energy efficiency mandates are achieved. Opponents to the legislation sought to submit it to a statewide referendum, and stay its effect unless and until approved by a majority of Ohio voters. Petitioners filed a lawsuit in the U.S. District Court for the Southern District of Ohio seeking additional time to gather signatures in support of a referendum. Petitioners failed to file the necessary number of petition signatures, and the legislation took effect on October 22, 2019. On DecemberOctober 23, 2019, the U.S. District Court denied petitioners’ request for more time, and certified questions of state law to the SCOH to answer. Petitioners appealed the U.S. District Court’s decision to the U.S. Court of Appeals for the Sixth Circuit. The Petitioners ended their challenge to the legislation voluntarily at the end of January 2020 causing the dismissal of the appeal, the lawsuit before the U.S District Court, and the proceedings before the SCOH.

On November 21, 2017,2019, the Ohio Companies filed an application for rehearing challenging the PUCO’s modification of the Stipulation and Recommendationapplied to include the 4% cost cap, which was denied by the PUCO on January 10, 2018.

Ohio law requires electric utilitiesfor approval of a decoupling mechanism, which would set residential and electric service companies in Ohio to serve part of their load from renewable energy resources measured by an annually increasing percentage amount through 2026, except that in 2014 SB310 froze 2015 and 2016 requirementscommercial base distribution related revenues at the 2014 level (2.5%), pushing back scheduled increases,levels collected in 2018. As such, those base distribution revenues would no longer be based on electric consumption, 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. Theallows continued support of energy efficiency initiatives while also providing revenue certainty to the Ohio Companies conducted RFPs in 2009, 2010 and 2011 to secure RECs to help meet these renewable energy requirements. In September 2011,Companies. On January 15, 2020, the PUCO opened a docket to reviewapproved the Ohio Companies' alternative energy recovery rider through whichCompanies’ decoupling application, and the Ohio Companies recover the costs of acquiring these RECs. The PUCO issued an Opinion and Orderdecoupling mechanism took effect on August 7, 2013, approving the Ohio Companies' acquisition process and their purchases of RECs to meet statutory mandates in all instances except for certain purchases arising from one auction and directed 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. On December 24, 2013, following the denial of their application for rehearing,February 1, 2020.

In February 2016, the Ohio Companies filed a noticeGrid Modernization Business Plan for PUCO consideration and approval, as required by the terms of appeal and a motion for stay of the PUCO's order with the Supreme Court of Ohio, which was granted. The OCC and the ELPC also filed appeals of the PUCO's order. On 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 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


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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.

ESP IV. 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.

OnAlso, on January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act on Ohio utilities’ rates and determine the appropriate course of action to pass benefits on to customers. On November 9, 2018, the Ohio Companies filed a settlement agreement that provides for the implementation of the first phase of grid modernization plans, including the investment of $516 million over three years to modernize the Ohio Companies’ electric distribution system, and for all tax savings associated with the Tax Act to flow back to customers. As part of the agreement, the Ohio Companies also filed an application for approval of a rider to return the remaining tax savings to customers following PUCO approval of the settlement. On January 25, 2019, the Ohio Companies filed a supplemental settlement agreement that keeps intact the provisions of the settlement described above and adds further customer benefits and protections, which broadened support for the settlement. The settlement had broad support, including PUCO Staff, the OCC, representatives of industrial and commercial customers, a low-income advocate, environmental advocates, hospitals, competitive generation suppliers and other parties. On July 17, 2019, the PUCO approved the settlement agreement with no material modifications. On September 11, 2019, the PUCO denied the application for rehearing of environmental advocates who were not parties to the settlement.

The Ohio Companies’ Rider NMB is designed to recover NMB transmission-related costs imposed on or charged to the Ohio Companies must establishby FERC or PJM. On December 14, 2018, the Ohio Companies filed an application for a regulatory liability,review of their 2019 Rider NMB, including recovery of future Legacy RTEP costs and previously absorbed Legacy RTEP costs, net of refunds received from PJM. On February 27, 2018, the PUCO issued an order directing the Ohio Companies to file revised final tariffs recovering Legacy RTEP costs incurred since May 31, 2018, but excluding recovery of approximately $95 million in Legacy RTEP costs incurred prior to May 31, 2018, net of refunds received from PJM. The PUCO solicited comments on whether the Ohio Companies should be permitted to recover the Legacy RTEP charges incurred prior to May 31, 2018. On October 9, 2019, the PUCO approved the recovery of the $95 million of previously excluded Legacy RTEP charges.



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PENNSYLVANIA

The Pennsylvania Companies operate under rates approved by the PPUC, effective as of January 27, 2017. These rates were adjusted for the net impact of the Tax Act, effective March 15, 2018. The net impact of the Tax Act for the period January 1, 2018 through March 14, 2018 must also be separately tracked for the estimated reductiontreatment 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 taxfuture 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

proceeding. The Pennsylvania Companies operate under DSPs for the June 1, 20172019 through May 31, 20192023 delivery period, which provide for the competitive procurement of generation supply for customers who do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service. Under the DSPs, the supply will be provided by wholesale suppliers through a mix of 12 and 24-month energy contracts, as well as one RFP for 2-year SREC contracts 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 towill 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, andterm, 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, 2018,100kW, customer assistance program shopping limitations, and script modifications related to the PPUC is expected to issue a final order on these DSPs by mid-September 2018.Pennsylvania Companies' customer referral programs. 


The Pennsylvania Companies operate under rates that were approved by the PPUC on January 19, 2017, effective as of January 27, 2017. These rates provide annual increases in operating revenues of approximately $96 million at ME, $100 million at PN, $29 million at Penn, and $66 million at WP, and are intended to benefit customers by modernizing the grid with smart technologies, increasing vegetation management activities, and continuing other customer service enhancements.

Pursuant to Pennsylvania's EE&C legislation inPennsylvania Act 129 of 2008 and PPUC orders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. On June 19, 2015, the PPUC issued a Phase III Final Implementation Order setting: demand reduction targets, relative 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 targets, as a percentage of each Pennsylvania Companies’ historic 2010 forecasts (in MWH), at 4.0% for ME, 3.9%for PN, 3.3% for Penn, and 2.6% for WP. The Pennsylvania Companies'Companies’ Phase III EE&C plans for the June 2016 through May 2021 period, which were approved in March 2016, with expected costs up to $390 million, are designed to achieve the targets established in the PPUC'sPPUC’s Phase III Final Implementation Order with full recovery through the 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 must be filed prior to approval of a DSIC. On February 11, 2016, the PPUC approved LTIIPs for each of the Pennsylvania Companies. On June 14, 2017, theThe 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. TheFollowing a periodic review of the LTIIPs estimated costs forin 2018 as required by regulation once every five years, the remaining periodPPUC entered an Order concluding that the Pennsylvania Companies have substantially adhered to the schedules and expenditures outlined in their LTIIPs, but that changes to the LTIIPs as designed are necessary to maintain and improve reliability and directed the Pennsylvania Companies to file modified or new LTIIPs. On May 23, 2019, the PPUC approved the Pennsylvania Companies’ Modified LTIIPs that revised LTIIP spending in 2019 of 2018 to 2020, as modified, are:approximately $45 million by ME, $25 million by PN, $26 million by Penn and $51 million by WP, $50.1 million; PN $44.8 million; Penn $33.2 million; and ME $51.3 million.

terminating at the end of 2019. On February 16, 2016,August 30, 2019, the Pennsylvania Companies filed Petitions for approval of proposed LTIIPs for the five-year period beginning January 1, 2020 and ending December 31, 2024 for a total capital investment of approximately $572 million for certain infrastructure improvement initiatives. On January 16, 2020, the PPUC approved the LTIIPs without modification, as well as directed the Pennsylvania Companies to submit corrective action plans by March 16, 2020, which outline how they will reduce their pole replacement backlogs over a five-year period to a rolling two-year backlog.

The Pennsylvania Companies’ approved 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 In the 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


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February 2, 2017, theThe parties to the DSIC proceeding submitted a Joint Settlement to the ALJ that resolved the issues that were pending from the order issued on June 9, 2016, which is pendingand the PPUC approval. The ADIT issue is subject to further litigationapproved the Joint Settlement without modification and a hearing was held on May 12, 2017. On August 31, 2017,reversed the ALJ issued aALJ’s previous decision recommending that the complaint ofwould have required the Pennsylvania OCA be granted by the PPUC such that the Pennsylvania Companies to reflect all federal and 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 Pennsylvania CompaniesOCA filed exceptions toan appeal with the decision on September 20, 2017, and reply exceptions on October 2, 2017.

On February 12, 2018, the PPUC initiated a proceeding to determine the effectsPennsylvania Commonwealth Court of the Tax Act on the tax liability of utilitiesPPUC’s decision, and the feasibility of reflecting such impacts in rates charged to customers. By March 9, 2018, the Pennsylvania Companies must submit informationcontested the appeal. The Commonwealth Court reversed the PPUC’s decision of April 19, 2018 and remanded the matter to the PPUC to calculaterequire the net effectPennsylvania Companies to revise their tariffs and DSIC calculations to include ADIT and state income taxes. The Commonwealth Court denied Applications for Reargument in the Court’s July 11, 2019 Opinion and Order filed by the PPUC and the Pennsylvania Companies. On October 7, 2019, the PPUC and the Pennsylvania Companies filed separate Petitions for Allowance of Appeal of the Tax ActCommonwealth Court’s Opinion and Order to the Pennsylvania Supreme Court.

On August 30, 2019, Penn filed a Petition seeking approval of a waiver of the statutory DSIC cap of 5% of distribution rate revenue and approval to increase the maximum allowable DSIC to 11.81% of distribution rate revenue for the five-year period of its proposed LTIIP. The Pennsylvania Office of Small Business Advocate, the PPUC’s Bureau of Investigation, and the Pennsylvania OCA opposed Penn’s Petition. On January 17, 2020, the parties filed a petition seeking approval of settlement that provides for a temporary increase in the recoverability cap from 5% to 7.5%, which will expire on income tax expense andthe earlier of the effective date of new base rates following Penn’s next base rate base, and comments addressing whether rates should be adjustedcase or the expiration of its LTIIP II program. The settlement is subject to reflect the tax rate changes, and if so, how and when such modifications should take effect.PPUC approval.


WEST VIRGINIA


MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking.ratemaking and operates under rates approved by the WVPSC effective February 2015. 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.




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On September 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, 2015,August 21, 2019, MP and PE filed an IRP with the WVPSC identifyingtheir annual ENEC case requesting a capacity shortfall startingdecrease in 2016 and exceeding 700 MWs byENEC rates of $6.1 million beginning January 1, 2020, and 850 MWs by 2027.representing a 0.4% decrease in rates versus those in effect on August 21, 2019. On June 3, 2016, the WVPSC accepted the IRP. On December 16, 2016, MP issued an RFP to address its generation shortfall, along with issuing a second 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 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 MWs) for approximately $195 million, subject to customary and other closing conditions, including regulatory approvals. In addition, on March 7, 2017,October 11, 2019, MP and PE filed an applicationa supplement requesting approval of the termination of the 50 MW PPA with Morgantown Energy Associates, a NUG entity. A settlement between MP, PE, and the majority of the intervenors fully resolving the ENEC case, which maintains 2019 ENEC rates into 2020, and supports the termination of the Morgantown Energy Associates PPA, was filed with the WVPSC on October 18, 2019. An order was issued on December 20, 2019, approving the ENEC settlement 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 conclusiontermination of the WVPSC proceeding. PPA with Morgantown Energy Associates.

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,August 21, 2019, MP and PE filed with the WVPSC for a reconciliation of their VMS to confirm that rate recovery matches VMP costs and for a regularperiodic review of that program. MP and PE proposed a $15 million annual decreaseits vegetation management program requesting an increase in VMS rates effectiveof $7.6 million beginning January 1, 2018,2020. The increase is due to moving from a 5-year maintenance cycle to a 4-year cycle and an additional $15 million decreaseperforming more operation and maintenance work and less capital work on the rights of way. The increase is a 0.5% increase in rates forversus those in effect on August 21, 2019. This is an overall decreaseAll the parties reached a settlement in total revenuethe case, and average rates of 1%. On December 15, 2017, the WVPSC issued anits order adopting a unanimousapproving the settlement without modification.change on December 20, 2019.


OnFERC REGULATORY MATTERS

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. With respect to their wholesale services and rates, the Utilities, AE Supply and the Transmission Companies are subject to regulation by FERC. FERC regulations require JCP&L, MP, PE, WP and the Transmission Companies to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of JCP&L, MP, PE, WP and the Transmission Companies are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the PJM Tariff.

The following table summarizes the key terms of rate orders in effect for transmission customer billings for FirstEnergy's transmission owner entities:
CompanyRates EffectiveCapital StructureAllowed ROE
ATSIJanuary 1, 2015Actual (13 month average)10.38%
JCP&L
June 1, 2017(1)
Settled(1)(3)
Settled(1)(3)
MP
March 21, 2018(2)
Settled(3)
Settled(3)
PE
March 21, 2018(2)
Settled(3)
Settled(3)
WP
March 21, 2018(2)
Settled(3)
Settled(3)
MAITJuly 1, 2017Lower of Actual (13 month average) or 60%10.3%
TrAILJuly 1, 2008Actual (year-end)12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects)
(1) Effective on January 3, 2018, the WVPSC initiated1, 2020, JCP&L has implemented a proceedingforward-looking formula rate, which has been accepted by FERC, subject to investigate the effects of therefund, pending further hearing and settlement proceedings.
(2) See FERC Actions on Tax Act below.
(3) FERC-approved settlement agreements did not specify.

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 and AE Supply 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, although major wholesale purchases remain subject to regulation by 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.relevant state commissions.




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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, FENOC, ATSI, MAIT and TrAIL.the Transmission Companies. 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 eightsix regional entities, including RFC. All of FirstEnergy'sthe facilities that FirstEnergy operates 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 material 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, andor obligations to upgrade


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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 certain 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 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. On June 15, 2016, various parties, including ATSI and the Utilities, filed a settlement agreement at FERC agreeing to apply a combined usage based/socialization approach to cost allocation for charges to transmission customers in the PJM Region for transmission projects operating at or above 500 kV. Certain other parties in the proceeding did not agree to the settlement and filed protests to the settlement seeking, among other issues, to strike certain of the evidence 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 settlement. FirstEnergy and certain of the other parties responded to such opposition. On October 20, 2017, the settling and non-opposing parties requested expedited action by FERC. The settlement is pending before FERC.



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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 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,In a subsequent order, FERC denied FirstEnergy's request for rehearing of FERC's earlier order rejecting the settlement agreement and affirmed its prior ruling that ATSI must submit the cost/benefit analysis. ATSI is evaluating the cost/benefit approach.


Separately, ATSI resolved a dispute regarding responsibility for certain costs for the “Michigan Thumb” transmission project. Potential responsibility arises under the MISO MVP tariff, which has been litigated in complex proceedings before FERC and certain U.S. appellate courts. Actions on Tax Act

On October 29, 2015,March 15, 2018, FERC issued an order finding that ATSI and the ATSI zone do not have to pay MISO 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 theinitiated proceedings on behalf of ATSI, the 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 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 TOs in a protest of MISO's proposal to allocate MVP costs to energy transactions that cross MISO's borders into the PJM Region. On July 13, 2016, FERC issued its order finding it appropriate for MISO to assess an MVP usage charge for transmission exports from MISO to PJM. Various parties, including FirstEnergy and the PJM TOs, requested rehearing or clarification of 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 FERChow to address possible changes to ADIT and bonus depreciation as a result of the Seventh Circuit's June 25, 2014 order described above under "PJM Transmission Rates."

The outcome of the proceedingsTax Act. Such possible changes could impact FERC-jurisdictional rates, including transmission rates. On November 21, 2019, FERC issued a final rule (Order 864). Order 864 requires utilities with transmission formula rates to update their formula rate templates to include mechanisms to (i) deduct any excess ADIT from or add any deficient ADIT to their rate base; (ii) raise or lower their income tax allowances by any amortized excess or deficient ADIT; and (iii) incorporate a new permanent worksheet into their rates that address the remaining open issueswill annually track information related to MVP costs and "legacy RTEP" transmission projects cannot be predicted at this time.

Transfer 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 28, 2016, as amended on January 10, 2017, MAIT submitted an applicationexcess or deficient ADIT. Alternatively, formula rate utilities can demonstrate to FERC requesting authorizationthat their formula rate template already achieves these outcomes. Utilities with transmission stated rates are required to implement a forward-looking formulaaddress these new requirements as part of their next transmission rate to recover and earn a return on transmission assets effective February 1, 2017. Various intervenors submitted protestscase. To assist with implementation of the proposed MAIT formula rate. Among other things,rule, FERC also issued on November 15, 2018, a policy statement providing accounting and ratemaking guidance for treatment of ADIT for all FERC-jurisdictional public utilities. The policy statement also addresses the protest asked FERC to suspendaccounting and ratemaking treatment of ADIT following the proposed effective date for thesale or retirement of an asset after December 31, 2017. FirstEnergy’s formula rate until June 1, 2017. On March 10, 2017, FERC issued an order acceptingtransmission utilities will make the MAIT formularequired filings on or before the deadlines established in FERC’s order. FirstEnergy’s stated rate transmission utilities will address the requirements as part of their next transmission rate for filing, suspendingcase. JCP&L is addressing the formularequirements in the course of its pending transmission rate case.

Transmission ROE Methodology

FERC’s methodology for five months to become effective July 1, 2017, 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 pending the outcome of the hearing and settlement procedures. On October 13, 2017, MAIT and certain parties filed a settlement agreement with FERC. The settlement agreement provides for certain changes to MAIT's formula rate, changes MAIT'scalculating electric transmission utility 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 remainhas been in effect unless changed pursuant to section 205 or 206 of the FPA provided the effective date for any change shall be no earlier than January 1, 2022. The settlement agreement currently is pending at FERC. Astransition as a result of an April 14, 2017 ruling by the settlement agreement, MAIT recognized a pre-tax impairment charge of $13 million in the third quarter of 2017.

JCP&L Transmission Formula Rate

D.C. Circuit that vacated FERC’s then-effective methodology. 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 earn 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 things, the protest asked FERC to suspend the


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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 authorizingin which it proposed a revised ROE methodology. FERC proposed that, for complaint proceedings alleging that an existing ROE is not just and reasonable, FERC will rely on three financial models - discounted cash flow, capital-asset pricing, and expected earnings - to establish a composite zone of reasonableness to identify a range of just and reasonable ROEs. FERC then will utilize the redemption. Upontransmission utility’s risk relative to other utilities within that zone of reasonableness to assign the consummationtransmission utility to one of three quartiles within the zone. FERC would take no further action (i.e., dismiss the complaint) if the existing ROE falls within the identified quartile. However, if the replacement ROE falls outside the quartile, FERC would deem the existing ROE presumptively unjust and unreasonable and would determine the replacement ROE. FERC would add a fourth financial model risk premium to the analysis to calculate a ROE based on the average point of central tendency for each of the redemption, AGC will becomefour financial models. On March 21, 2019, FERC established NOIs to collect industry and stakeholder comments on the revised ROE methodology that is described in the October 16, 2018 decision, and also whether to make changes to FERC’s existing policies and practices for awarding transmission rates incentives. On November 21, 2019, FERC announced in a wholly-owned subsidiary of MP.

On December 28, 2017,complaint proceeding involving MISO utilities that FERC issued an order authorizingwould rely on the sale of BU Energy’s Buchanan interests. Additional filings have been submitted to FERCdiscounted cash flow and capital-asset pricing models as the basis for the purpose of amending affected FERC-jurisdictional rates and implementing the transaction once


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the sales are consummated. There can be no assurance that all regulatory approvalsestablishing ROE. It is not clear at this time whether FERC’s November ruling will be obtained and/or all closing conditions willapplied more broadly. Any changes to FERC’s transmission rate ROE and incentive policies would be satisfied or thatapplied on a prospective basis. FirstEnergy currently is participating through various trade groups in the remaining transactions will be consummated.

As a result ofFERC dockets where 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

In 2012, the PJM Board of Managers canceled the PATH project, a proposed transmission line from West Virginia through VirginiaROE methodology is being reviewed, and into 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, 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 procedures. 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 allowing recovery of certain related costs. On February 21, 2017, PATH23, 2019, JCP&L filed a request for rehearing of FERC’s November decision in the MISO utilities docket.

JCP&L Transmission Formula Rate

On October 30, 2019, JCP&L filed tariff amendments with FERC seeking recovery of disallowed costs and requestingto convert JCP&L’s existing stated transmission rate to a forward-looking formula transmission rate. JCP&L requested that the ROE be reset to 10.4%. The Edison Electric Institute submitted an amicus curiae request for reconsideration in support of PATH.tariff amendments become effective January 1, 2020. On March 20, 2017, PATH also submitted a compliance filing implementing the JanuaryDecember 19, 2017 order. Certain affected ratepayers commented on the compliance filing, alleging inaccuracies in and lack of transparency of data and information2019, FERC issued its initial order in the compliance filing,case, allowing JCP&L to transition to a forward-looking formula rate as of January 1, 2020 as requested, subject to refund, pending further hearing and requested that PATH be directed to recalculate the refund providedsettlement proceedings. JCP&L is engaged in the filing. PATH responded to these comments in a filing that was submitted on May 22, 2017. On July 27, 2017, FERC Staff issued a letter to PATH requesting additional information on, and edits to, the compliance filing, as directed by the January 19, 2017 order. PATH filed its response on September 27, 2017.FERC orders on PATH's requests for rehearing and compliance filing remain pending.settlement negotiations.

Market-Based Rate Authority, Triennial Update

The Utilities, AE Supply, FES and certain of its subsidiaries, Buchanan Generation and Green Valley 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 FERC that demonstrates that each entity continues to meet FERC’s requirements for holding market-based rate authority. On December 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 July 27, 2017, FERC accepted the triennial filing as submitted.


ENVIRONMENTAL MATTERS


Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality, hazardous and solid waste disposal, and other environmental matters. PursuantWhile FirstEnergy's environmental policies and procedures are designed to a March 28, 2017 executive order,achieve compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and


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potential revision by 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.implementing agencies. 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 materially 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.


CSAPR requires reductions of NOx and SO2 emissions in two phases (2015 and 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. The D.C. Circuit ordered the EPA on July 28, 2015, to reconsider the CSAPR caps 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 reduce emissions by more than their contribution to air pollution in downwind states. The EPA issued a CSAPR update rule on September 7, 2016, reducing summertime NOx emissions from 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 update rule to 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. On September 13, 2019, the D.C. Circuit remanded the CSAPR update rule to the EPA citing that the rule did not eliminate upwind states’ significant contributions to downwind states’ air quality attainment requirements within applicable attainment deadlines. Depending on the outcome of the appeals, the EPA’s reconsideration of the CSAPR update rule and how the


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EPA and the states ultimately implement CSAPR, the future cost of compliance may be materialmaterially impact FirstEnergy's operations, cash flows and financial condition.

In February 2019, the EPA announced its final decision to retain without changes to FirstEnergy's and FES' operations may result.

The EPA tightened the primary and secondary NAAQS for ozone fromSO2, specifically retaining the 20082010 primary (health-based) 1-hour standard levels of 75 PPB to 70 PPB on October 1, 2015. The EPA statedPPB. As of September 30, 2019, FirstEnergy has no power plants operating in areas designated as non-attainment by 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. EPA.

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 seekssought 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 seekssought NOx emission rate limits for the 36 EGUs by May 1, 2017. On JanuarySeptember 14, 2018, the EPA denied both the States of Delaware and Maryland's petitions under CAA Section 126. In October 2018, Delaware and Maryland appealed the denials of their petitions to the D.C. Circuit. In March 2018, the State of New York filed a CAA Section 126 petition with the EPA alleging that NOx emissions from nine states (including Ohio, Pennsylvania and West Virginia) significantly contribute to New York’s inability to attain the ozone NAAQS. The petition seeks suitable emission rate limits for large stationary sources that are affecting New York’s air quality within the three years allowed by CAA Section 126. On May 3, 2017,2018, 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.November 9, 2018. On September 27, 2017, and20, 2019, the EPA denied New York’s CAA Section 126 petition. On October 4, 2017,29, 2019, the State of Maryland and various environmental organizations filed complaints inNew York appealed the U.S. District Court fordenial of its petition to the District of Maryland seeking an order that the EPA either approve or deny the CAA Section 126 petition of November 16, 2016.D.C. Circuit. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.
MATS imposed emission limits for mercury, PM, and HCl for all existing and new fossil fuel fired EGUs effective in April 2015 with averaging of emissions from multiple units located at a single plant.The 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 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 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 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, deactivated on September 1, 2012, as a result of the EPA’s MATS and for FG’s W.H. Sammis generating 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 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 respect to this agreement. If the case proceeds to arbitration, the amount of damages owed to BNSF and NS could be materially higher and may


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cause FES to seek protection under U.S. bankruptcy laws. FG intends to vigorously assert its position in this arbitration proceeding, and if it were ultimately determined that the force majeure provisions or other defenses do not excuse the delivery shortfalls, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted.

As to a specific coal supply agreement, AE Supply, the party thereto, asserted termination rights effective in 2015 as a result of MATS. In response to notification of the termination, on January 15, 2015, Tunnel Ridge, LLC, the coal supplier, commenced litigation in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging AE Supply did not have sufficient justification to terminate the agreement and seeking damages for the difference between the market and contract price of the coal, or lost profits plus incidental damages. AE Supply filed an answer denying any liability related to the termination. On May 1, 2017, the complaint was amended to add FE, FES and FG, 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 principle settling all claims in dispute. The agreement in principle includes, among other matters, a $93 million payment by AE Supply, as well as certain coal supply commitments for Pleasants Power Station during its remaining operation by AE Supply. Certain aspects of the final settlement agreement will be guaranteed by FE, including the $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, 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 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.


The EPA released its final “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air 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. 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. The EPA released its final CPP regulations in August 2015 (which have been stayed by the U.S. Supreme Court), to reduce 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 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 outcomes 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 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 in2025. In 2015, FirstEnergy set a goal of reducing company-wide CO2 emissions by at least 90 percent below 2005 levels by 2045. As of December 31, 2018, FirstEnergy has reduced its CO2 emissions by approximately 62 percent. In September 2016, the U.S. 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 itsAgreement’s 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 CO2CO2 emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations. The CO2 emissions per KWH

In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHG under the Clean Air Act,” concluding that concentrations 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-firedseveral key GHGs constitutes an "endangerment" and nuclear generators.may be regulated as "air pollutants" under





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the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. The EPA released its final CPP regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. 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 March28, 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 October16, 2017, the EPA issued a proposed rule to repeal the CPP. To replace the CPP, the EPA proposed the ACE rule on August 21, 2018, which would establish emission guidelines for states to develop plans to address GHG emissions from existing coal-fired power plants. On June 19, 2019, the EPA repealed the CPP and replaced it with the ACE rule that establishes guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired power plants. Depending on the outcomes of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be material.

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.facilities. 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. Depending on any final action taken by the states with respect to impingement and entrainment, the future capital costs of compliance with these standards may be material.


On September 30, 2015, the EPA finalized new, more stringent effluent limits for the Steam Electric Power Generating category (40 CFR Part 423) for arsenic, mercury, selenium and nitrogen for wastewater from wet scrubber systems and zero discharge of pollutants in ash transport water. The treatment obligations phase-in as permits are renewed on a five-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, 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. On November 4, 2019, the EPA issued a proposed rule revising the effluent limits for discharges from wet scrubber systems and extending the deadline for compliance to December 31, 2025. The EPA’s proposed rule retains the zero discharge standard and 2023 compliance date for ash transport water, but adds some allowances for discharge under certain circumstances. In addition, the EPA allows for less stringent limits for sub-categories of generating units based on capacity utilization, flow volume from the scrubber system, and unit retirement date. Depending on the outcome of appeals and how any final rules are ultimately implemented, the future costs of compliance with these standards may be substantial and changes to FirstEnergy's and FES' operations may result.


In October 2009,On September 29, 2016, FirstEnergy received a request from the WVDEP issuedEPA for information pursuant to CWA Section 308(a) for information concerning boron exceedances of effluent limitations established in the NPDES Permit for the former Mitchell Power Station’s Mingo landfill, owned by WP. On November 1, 2016, WP provided an initial response that contained information related to a similar boron issue at the former Springdale Power Station’s landfill. The EPA requested additional information regarding the Springdale landfill and on November 15, 2016, WP provided a response and intends to fully comply with the Section 308(a) information request. On March 3, 2017, WP proposed to the PA DEP a re-route of its wastewater discharge to eliminate potential boron exceedances at the Springdale landfill. On January 29, 2018, WP submitted an NPDES waterpermit renewal application to PA DEP proposing to re-route its wastewater discharge permit forto eliminate potential boron exceedances at the Fort Martin plant, which imposes TDS, sulfate concentrationsMingo landfill. On February 20, 2018, the DOJ issued a letter and other effluent limitations for heavy metals, as well as temperature limitations. Concurrent with the issuancetolling agreement on behalf of EPA alleging violations of the Fort Martin NPDES permit, WVDEP also issued an administrative order setting deadlines for MPCWA at the Mingo landfill while seeking to meet certainenter settlement negotiations in lieu of filing a complaint. On November 4, 2019, the effluent limits that were effective immediately under the termsEPA proposed a penalty 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 $150nearly $1.3 million to $300 million in ordersettle alleged past boron exceedances at the Mingo and Springdale landfills. On December 17, 2019, WP responded to install technologythe EPA's settlement proposal but is unable 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 the appeal or estimate the possible loss or range of loss.this matter.

FirstEnergy intends to vigorously defend against the CWA matters described above but, except as indicated above, cannot predict their outcomes or estimate the 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 CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.


In April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards for 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. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. Based on an assessment ofOn July 17, 2018, the finalized regulations,EPA Administrator signed a final rule extending 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 future, including changes resulting from the strategic review at CES, could materially and adversely impact FirstEnergy's and FES' AROs.

Pursuant to a 2013 consent decree, PA DEP issued a 2014 permitdeadline for the Little Blue Runcertain CCR impoundment requiring the Bruce Mansfield plantfacilities to cease disposal and commence closure activities, as well as, establishing less stringent groundwater monitoring and protection requirements. On August 21, 2018, the D.C. Circuit remanded sections of CCRs by December 31, 2016, and FGthe CCR Rule to the EPA to provide bondingadditional safeguards for 45 yearsunlined CCR impoundments that are more protective of closure and post-closure activities and to complete closure within a 12-year period, but authorizing FG 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 plant are being beneficially reused with the majority used for reclamation of a site owned by the Marshall County Coal Company in Moundsville, W. Va.,human health and the remainder recycled into drywall by National Gypsum. These beneficial reuse options should be sufficient for ongoing plant operations, however,environment. On November 4, 2019, the Bruce Mansfield plant is pursuing other options. On May 22, 2015 and September 21, 2015,EPA issued a proposed rule accelerating the PA DEP reissued a permit for the Hatfield'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 Environmental Hearing Board challenging the renewal, reissuance and modification of the permit for the Hatfield’s Ferry CCR disposal facility were resolved through a Consent Adjudication between FG, PA DEP and the Sierra Club requiring operational changes that became effective November 3, 2017.





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date that certain CCR impoundments must cease accepting waste and initiate closure to August 31, 2020. The proposed rule, which includes a 60-day comment period, provides exceptions, which could allow extensions to closure dates.

FirstEnergy or 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 Sheets as of December 31, 2017,2019, based on estimates of the total costs of cleanup, FE's and its subsidiaries'FirstEnergy's proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $125$109 million have been accrued through December 31, 2017.2019. Included in the total are accrued liabilities of approximately $80$77 million for environmental remediation of former manufactured gas plantsMGP and gas holder facilities in New Jersey, which are being recovered by JCP&L through a non-bypassable SBC. FirstEnergyFE or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the loss or range of losses cannot be determined or reasonably estimated at this time.


OTHER LEGAL PROCEEDINGS


Nuclear Plant Matters


Under NRC regulations, FirstEnergyJCP&L, ME and PN must ensure that adequate funds will be available to decommission itstheir retired nuclear facilities.facility, TMI-2. As of December 31, 2017, FirstEnergy2019, JCP&L, ME and PN had in total approximately $2.7 billion (FES $1.9 billion)$882 million invested in external trusts to be used for the decommissioning and environmental remediation of itstheir retired TMI-2 nuclear generating facilities.facility. The values of FirstEnergy'sthese NDTs also fluctuate based on market conditions. If the values of the trusts decline by a material amount, FirstEnergy'sthe obligation to JCP&L, ME and PN 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.


As partOn October 15, 2019, JCP&L, ME, PN and GPUN executed an asset purchase and sale agreement with TMI-2 Solutions, LLC, a subsidiary of routine inspectionsEnergySolutions, LLC, concerning the transfer and dismantlement of TMI-2. This transfer of TMI-2 to TMI-2 Solutions, LLC will include the transfer of: (i) the ownership and operating NRC licenses for TMI-2; (ii) the external trusts for the decommissioning and environmental remediation of TMI-2; and (iii) related liabilities of approximately $900 million as of December 31, 2019. There can be no assurance that the transfer will receive the required regulatory approvals and, even if approved, whether the conditions to the closing of the concrete shield building at Davis-Bessetransfer will be satisfied. On November 12, 2019, JCP&L filed a Petition with the NJBPU seeking approval of the transfer and sale of JCP&L’s entire 25% interest in 2013, FENOC identified changesTMI-2 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,TMI-2 Solutions, LLC. Also on November 12, 2019, JCP&L, ME, PN, GPUN and its ability to safely perform all of its functions. In a May 28, 2015, Inspection Report regarding the apparent cause evaluation on crack propagation,TMI-2 Solutions, LLC filed an application with the NRC issued a non-cited violationseeking approval to transfer the NRC license for FENOC’s failureTMI-2 to requestTMI-2 Solutions, LLC. Both proceedings are ongoing.

FES Bankruptcy

On March 31, 2018, FES, including its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C. and obtain a license amendmentFGMUC, and FENOC filed voluntary petitions for its method of evaluating the significancebankruptcy protection under Chapter 11 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.

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 NG's nuclear units, have the necessary financial resources to maintain safe operations, particularlyUnited States Bankruptcy Code 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 orderBankruptcy Court. See Note 3, "Discontinued Operations," for FES to satisfy its nuclear support obligations to NG. additional information.


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 andFE or its subsidiaries. The loss or range of loss in these matters is not expected to be material to FirstEnergyFE or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 15,14, "Regulatory Matters,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 FirstEnergyFE 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'sFE'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 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.







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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


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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. In connection with adopting the new revenue recognition guidance in 2018, FirstEnergy has elected the optional invoice practical expedient for most of its revenues and, with the exception of JCP&L transmission revenues, utilizes the optional short-term contract exemption for transmission revenues due to the annual establishment of revenue requirements, which eliminates the need to provide certain revenue disclosures regarding unsatisfied performance obligations. See Note 1, "Organization and Basis of Presentation,2, "Revenue," for additional details.information.


Regulatory Accounting


FirstEnergy’s regulated distributionRegulated Distribution and regulated transmissionRegulated Transmission segments are subject to regulations that set the prices (rates) the Utilities AGC, ATSI, MAIT and TrAILthe Transmission Companies 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. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items experienced at the Company and comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain regulatory assets are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific rate order. 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 15,14, "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. FirstEnergy considers the entire regulatory asset balance as the unit of account for the purposes of balance sheet classification rather than the next years recovery and as such net regulatory assets and liabilities are presented in the non-current section on the FirstEnergy Consolidated Balance Sheets.


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 recognizes 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 pre-tax pension and OPEB mark-to-market adjustment charged to earnings for the years ended December 31, 2019, 2018, and 2017, 2016, and 2015 were $141$676 million, $147$145 million, and$242141 million, respectively.respectively, of these amounts, approximately $2 million, $1 million, and $39 million are included in discontinued operations.


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 3.75%3.34%, 4.25%4.44% and 4.50%3.75% as of December 31, 2017, 20162019, 2018 and 2015,2017, respectively. The assumed discount rates for OPEB were 3.50%3.18%, 4.00%4.30% and 4.25%3.50% as of December 31, 2017, 20162019, 2018 and 2015,2017, respectively.


Effective in 2019, FirstEnergy changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for pension and OPEB plans. Historically, FirstEnergy estimated these components utilizing a single, weighted average discount rate derived from the yield curve used to measure the benefit obligation. FirstEnergy has elected to use a spot rate approach in the estimation of the components of benefit cost by applying specific spot rates along the full yield curve to the


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relevant projected cash flows, as this provides a better estimate of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This election is considered a change in estimate and, accordingly, accounted for prospectively, and did not have a material impact on FirstEnergy's financial statements.

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 2017,2019, FirstEnergy’s qualified pension and OPEB plan assets experienced gains of $1,492 millionor 20.2%, compared to losses of $371 million, or (4)% in 2018, and gains of $999 million,or 15.1% compared to gains of $472 million, or 8.2% in 2016 and losses of $(172) million, or (2.7)% in 20152017 and assumed a 7.50% rate of return on plan assets in 20172019, 2018 and 2016 and a 7.75% expected rate of return in 20152017, which generated $478$569 million, $429$605 million and $476$478 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 increasedecrease or decreaseincrease 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 20182020 is 7.50%.


During 2017,2019, the Society of Actuaries released its updatedpublished new mortality tables that include more current data than the RP-2014 tables as well as new improvement scale forscales. An analysis of FirstEnergy pension plans, MP-2017, incorporating three additional years of SSA data on U.S. population mortality. MP-2017 incorporates SSAand OPEB plan mortality data from 2013 to 2015 and a slight modificationindicated the use of two input values designed to improve the model’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 RP2014Pri-2012 mortality table with the projection scale MP-2017MP-2019 was most appropriate. As such, the Pri-2012 mortality table with projection scale MP-2019 was utilized to determine the 20172019 benefit cost and obligation as of December 31, 20172019 for the FirstEnergy pension and OPEB plans.The impact of using the Pri-2012 mortality table with projection scale MP-2017MP-2019 resulted in a decrease into the projected pension benefit obligation of $62approximately $29 million and $3 million for the pension and OPEB plans, respectively, and was included in the 20172019 pension and OPEB mark-to-market adjustment.


Based on discount rates of 3.75%3.34% for pension, 3.50%3.18% for OPEB and an estimated return on assets of 7.50%, FirstEnergy expects its 20182020 pre-tax net periodic benefit credit (including amounts capitalized) to be approximately $50$108 million (excluding any actuarial


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mark-to-market adjustments that would be recognized in 2018)2020 or impacts resulting from FES' emergence from bankruptcy). Upon the FES Debtors' emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax mark-to-market loss to be up to $400 million assuming a discount rate of approximately 3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020.

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, 2017.2019, 2018, and 2017:
Postemployment Benefits Expense (Credits) 2017 2016 2015 2019 2018 2017
 (In millions) (In millions)
Pension $247
 $277
 $316
 $622
 $200
 $247
OPEB (45) (40) (61) (21) (158) (45)
Total $202
 $237
 $255
 $601
 $42
 $202


Health care cost trends continue to increase and will affect future OPEB costs. The composite health care trend rate assumptions were approximately 6.0-5.5% in 20172019 and 2016,2018, 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 effects on 20182020 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% $315
 $18
 $333
 Decrease by 0.25% $360
 $16
 $376
Long-term return on assets Decrease by .25% $19
 $1
 $20
 Decrease by 0.25% $20
 $1
 $21
Health care trend rate Increase by 1.0% N/A
 $21
 $21
 Increase by 1.0% N/A
 $20
 $20


See Note 4,5, "Pension and Other Postemployment Benefits," for additional information.


Long-Lived Assets

Income Taxes
FirstEnergy evaluates long-livedrecords 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 classifiedand 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


71




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 in its financial statements 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 heldthe 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 by applying the applicable statutory interest rate to the difference between the tax position recognized and usedthe amount previously taken, or expected to be taken, on the tax return. FirstEnergy includes net interest and penalties in the provision for impairment when eventsincome taxes.

See Note 7, "Taxes," for additional information on FirstEnergy income taxes.

NEW ACCOUNTING PRONOUNCEMENTS

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016 and subsequently updated to address implementation questions): The new guidance requires 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, as well as new qualitative and quantitative disclosures. FirstEnergy implemented a third-party software tool that assisted with the initial adoption and will assist with ongoing compliance. FirstEnergy chose to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. Upon adoption, on January 1, 2019, FirstEnergy increased assets and liabilities by$186 million, with no impact to results of operations or cash flows. See Note 8, "Leases," for additional information on FirstEnergy's leases.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB has not yet been adopted. 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 based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016 and subsequently updated): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for expected credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost 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, with early adoption permitted. FirstEnergy has analyzed its financial instruments within the scope of this guidance, primarily trade receivables, AFS debt securities and certain third-party guarantees and does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (Issued August 2018): ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customers in a software licensing arrangement. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. FirstEnergy does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2019-12, "Simplifying the Accounting for Income Taxes" (Issued in December 2019): ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in circumstances indicatetax laws or rates and clarifies the carryingaccounting for transactions that result in a step-up in the tax basis of goodwill. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
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."


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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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 Rules 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, management conducted an evaluation of the effectiveness of their internal control over financial reporting under the supervision of the chief executive officer and chief financial officer. Based on that evaluation, management concluded that FirstEnergy's internal control over financial reporting was effective as of December 31, 2019. The effectiveness of FirstEnergy’s internal control over financial reporting, as of December 31, 2019, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.


73




Report of Independent Registered Public Accounting Firm

To theStockholders 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 (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of income (loss), of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 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, 2019, 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 the accompanying Management’s Report on Internal Control over Financial Reporting. 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.
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.
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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken


74




as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Recoverability of Regulatory Assets That Do Not Have an Order for Recovery
As described in Note 1 to the consolidated financial statements, the Company accounts for the effects of regulation through the application of regulatory accounting to its regulated distribution and transmission subsidiaries as 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. This ratemaking process results in the recording of regulatory assets and liabilities based on anticipated future cash inflows and outflows. Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers and certain of these assets, totaling approximately $111 million as of December 31, 2019, have been recorded based on precedent and rate making premises without a specific order.
The principal considerations for our determination that performing procedures relating to the Company’s recoverability of regulatory assets that do not have an order for recovery is a critical audit matter are there was significant judgment by management when assessing the probability of recovery of these regulatory assets from customers. This led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the recoverability of these regulatory assets.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s regulatory accounting process, including controls over management’s assessment of the recoverability of regulatory assets that do not have an order for recovery. These procedures also included evaluating the reasonableness of management’s assessment of recoverability of regulatory assets which involved evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar regulatory jurisdictions as well as assessing progress of communications between management and regulators.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 10, 2020
We have served as the Company’s auditor since 2002.



75




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 
For the Years Ended December 31,
(In millions, except per share amounts) 2019 2018 2017
       
REVENUES:      
Distribution services and retail generation $8,720
 $8,937
 $8,685
Transmission 1,510
 1,335
 1,307
Other 805
 989
 936
Total revenues(1)
 11,035
 11,261
 10,928
       
OPERATING EXPENSES:      
Fuel 497
 538
 497
Purchased power 2,927
 3,109
 2,926
Other operating expenses 2,952
 3,133
 2,802
Provision for depreciation 1,220
 1,136
 1,027
Amortization (deferral) of regulatory assets, net (79) (150) 308
General taxes 1,008
 993
 940
Total operating expenses 8,525
 8,759
 8,500
       
OPERATING INCOME 2,510
 2,502
 2,428
       
OTHER INCOME (EXPENSE):      
Miscellaneous income, net 243
 205
 53
Pension and OPEB mark-to-market adjustment (674) (144) (102)
Interest expense (1,033) (1,116) (1,005)
Capitalized financing costs 71
 65
 52
Total other expense (1,393) (990) (1,002)
       
INCOME BEFORE INCOME TAXES 1,117
 1,512
 1,426
       
INCOME TAXES 213
 490
 1,715
       
INCOME (LOSS) FROM CONTINUING OPERATIONS 904
 1,022
 (289)
       
Discontinued operations (Note 3)(2) 
 8
 326
 (1,435)
       
NET INCOME (LOSS) $912
 $1,348
 $(1,724)
       
INCOME ALLOCATED TO PREFERRED STOCKHOLDERS (Note 1) 4
 367
 
       
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $908
 $981
 $(1,724)
       
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:      
Basic - Continuing Operations $1.69
 $1.33
 $(0.65)
Basic - Discontinued Operations 0.01
 0.66
 (3.23)
Basic - Net Income (Loss) Attributable to Common Stockholders $1.70
 $1.99
 $(3.88)
       
Diluted - Continuing Operations $1.67
 $1.33
 $(0.65)
Diluted - Discontinued Operations 0.01
 0.66
 (3.23)
Diluted - Net Income (Loss) Attributable to Common Stockholders $1.68
 $1.99
 $(3.88)
       
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:      
Basic 535
 492
 444
Diluted 542
 494
 444
       

(1) Includes excise and gross receipts tax collections of $373 million, $386 million and $370 million in 2019, 2018 and 2017, respectively.

(2) Net of income tax benefit of $5 million, $1,251 million, and $820 million in 2019, 2018 and 2017, respectively.

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


76




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
NET INCOME (LOSS) $912
 $1,348
 $(1,724)
       
OTHER COMPREHENSIVE INCOME (LOSS):      
Pension and OPEB prior service costs (31) (83) (85)
Amortized losses on derivative hedges 2
 21
 10
Change in unrealized gains on available-for-sale securities 
 (106) 22
Other comprehensive loss (29) (168) (53)
Income tax benefits on other comprehensive loss (8) (67) (21)
Other comprehensive loss, net of tax (21) (101) (32)
       
COMPREHENSIVE INCOME (LOSS) $891
 $1,247
 $(1,756)

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.



77




FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2019
 December 31,
2018
ASSETS  
  
CURRENT ASSETS:  
  
Cash and cash equivalents $627
 $367
Restricted cash 52
 62
Receivables-  
  
Customers, net of allowance for uncollectible accounts of $46 in 2019 and $50 in 2018 1,091
 1,221
Affiliated companies, net of allowance for uncollectible accounts of $1,063 in 2019 and $920 in 2018 
 20
Other, net of allowance for uncollectible accounts of $21 in 2019 and $2 in 2018 203
 270
Materials and supplies, at average cost 281
 252
Prepaid taxes and other 157
 175
Current assets - discontinued operations 33
 25
  2,444
 2,392
PROPERTY, PLANT AND EQUIPMENT:  
  
In service 41,767
 39,469
Less — Accumulated provision for depreciation 11,427
 10,793
  30,340
 28,676
Construction work in progress 1,310
 1,235
  31,650
 29,911
     
INVESTMENTS:  
  
Nuclear plant decommissioning trusts 
 790
Nuclear fuel disposal trust 270
 256
Other 299
 253
Investments - held for sale (Note 15) 882
 
  1,451
 1,299
     
DEFERRED CHARGES AND OTHER ASSETS:  
  
Goodwill 5,618
 5,618
Regulatory assets 99
 91
Other 1,039
 752
  6,756
 6,461
  $42,301
 $40,063
LIABILITIES AND CAPITALIZATION  
  
CURRENT LIABILITIES:  
  
Currently payable long-term debt $380
 $503
Short-term borrowings 1,000
 1,250
Accounts payable 918
 965
Accounts payable - affiliated companies 87
 
Accrued interest 249
 243
Accrued taxes 545
 533
Accrued compensation and benefits 258
 318
Other 1,425
 822
  4,862
 4,634
CAPITALIZATION:  
  
Stockholders’ equity-  
  
Common stock, $0.10 par value, authorized 700,000,000 shares - 540,652,222 and 511,915,450 shares outstanding as of December 31, 2019 and December 31, 2018, respectively 54
 51
Preferred stock, $100 par value, authorized 5,000,000 shares, of which 1,616,000 are designated Series A Convertible Preferred - none outstanding as of December 31, 2019, and 704,589 shares outstanding as of December 31, 2018 
 71
Other paid-in capital 10,868
 11,530
Accumulated other comprehensive income 20
 41
Accumulated deficit (3,967) (4,879)
Total stockholders' equity 6,975
 6,814
Long-term debt and other long-term obligations 19,618
 17,751
  26,593
 24,565
NONCURRENT LIABILITIES:  
  
Accumulated deferred income taxes 2,849
 2,502
Retirement benefits 3,065
 2,906
Regulatory liabilities 2,360
 2,498
Asset retirement obligations 165
 812
Adverse power contract liability 49
 89
Other 1,667
 2,057
Noncurrent liabilities - held for sale (Note 15) 691
 
  10,846
 10,864
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15) 


 


  $42,301
 $40,063

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


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FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  Series A Convertible Preferred Stock Common Stock OPIC AOCI Accumulated Deficit Total Stockholders' Equity
(In millions) Shares Amount Shares Amount   
Balance, January 1, 2017 
 $
 442
 $44
 $10,555
 $174
 $(4,532) $6,241
Net loss             (1,724) (1,724)
Other comprehensive loss, net of tax           (32)   (32)
Stock-based compensation         36
     36
Cash dividends declared on common stock         (639)     (639)
Stock Investment Plan and certain share-based benefit plans     3
   56
     56
Reclass to liability awards         (7)     (7)
Share-based compensation accounting change             (6) (6)
Balance, December 31, 2017 
 
 445
 44
 10,001
 142
 (6,262) 3,925
Net income             1,348
 1,348
Other comprehensive loss, net of tax           (101)   (101)
Stock-based compensation         60
     60
Cash dividends declared on common stock         (906)     (906)
Cash dividends declared on preferred stock         (71)     (71)
Stock Investment Plan and certain share-based benefit plans     4
 1
 61
     62
Stock issuance (Note 11)(1)
 1.6
 162
 30
 3
 2,297
     2,462
Conversion of Series A Convertible Stock (Note 11) (0.9) (91) 33
 3
 88
     
Impact of adopting new accounting pronouncements             35
 35
Balance, December 31, 2018 0.7
 71
 512
 51
 11,530
 41
 (4,879) 6,814
Net income             912
 912
Other comprehensive loss, net of tax           (21)   (21)
Stock-based compensation         41
     41
Cash dividends declared on common stock         (824)     (824)
Cash dividends declared on preferred stock         (3)     (3)
Stock Investment Plan and certain share-based benefit plans     3
   56
     56
Conversion of Series A Convertible Stock (Note 11) (0.7) (71) 26
 3
 68
     
Balance, December 31, 2019 
 $
 541
 $54
 $10,868
 $20
 $(3,967) $6,975

(1) The Preferred Stock included an embedded conversion option at a price that is below the fair value of the long-lived assets may not be recoverable. First,Common Stock on the estimated undiscounted future cash flows attributablecommitment date. This beneficial conversion feature (BCF), which was approximately $296 million, was recorded to OPIC as well as the amortization of the BCF (deemed dividend) through the period from the issue date to the assetsfirst allowable conversion date (July 22, 2018) and as such there is compared withno net impact to OPIC for 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.year ended December 31, 2018. See Note 1, "Organization and Basis of Presentation.Presentation - Earnings per share," and Note 11, "Capitalization" for additional information on the BCF and the equity issuance.


Dividends declared for each share of common stock and as-converted share of preferred stock was $1.53 during 2019, $1.82 during 2018, and $1.44 during 2017.
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


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FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,
(In millions) 2019 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) $912
 $1,348
 $(1,724)
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Gain on disposal, net of tax (Note 3) (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 1,217
 1,384
 1,700
Impairment of assets and related charges 
 
 2,399
Pension trust contributions (500) (1,250) 
Retirement benefits, net of payments (108) (137) 29
Pension and OPEB mark-to-market adjustment 676
 144
 141
Deferred income taxes and investment tax credits, net 252
 485
 839
Asset removal costs charged to income 28
 42
 22
Unrealized (gain) loss on derivative transactions 
 (5) 81
Gain on sale of investment securities held in trusts 
 (9) (63)
Changes in current assets and liabilities-      
Receivables 271
 (248) (39)
Materials and supplies (37) 24
 (6)
Prepaid taxes and other 10
 (61) 30
Accounts payable (49) 109
 72
Accrued taxes 12
 
 (9)
Accrued interest 6
 (25) 55
Accrued compensation and benefits (60) 37
 (27)
Other current liabilities (21) (121) (35)
Other (83) 128
 343
Net cash provided from operating activities 2,467
 1,410
 3,808
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
New financing-      
Long-term debt 2,300
 1,474
 4,675
Short-term borrowings, net 
 950
 
Preferred stock issuance 
 1,616
 
Common stock issuance 
 850
 
Redemptions and repayments-      
Long-term debt (789) (2,608) (2,291)
Short-term borrowings, net 
 
 (2,375)
Tender premiums paid on debt redemptions 
 (89) 
Preferred stock dividend payments (6) (61) 
Common stock dividend payments (814) (711) (639)
Other (35) (27) (72)
Net cash provided from (used for) financing activities 656
 1,394
 (702)
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions (2,665) (2,675) (2,587)
Nuclear fuel 
 
 (254)
Proceeds from asset sales 47
 425
 388
Sales of investment securities held in trusts 1,637
 909
 2,170
Purchases of investment securities held in trusts (1,675) (963) (2,268)
Notes receivable from affiliated companies 
 (500) 
Asset removal costs (217) (218) (172)
Other 
 4
 
Net cash used for investing activities (2,873) (3,018) (2,723)
       
Net change in cash, cash equivalents and restricted cash 250
 (214) 383
Cash, cash equivalents, and restricted cash at beginning of period 429
 643
 260
Cash, cash equivalents, and restricted cash at end of period $679
 $429
 $643
       
SUPPLEMENTAL CASH FLOW INFORMATION:      
Non-cash transaction: beneficial conversion feature (Note1) $
 $296
 $
Non-cash transaction: deemed dividend convertible preferred stock (Note 1) $
 $(296) $
Cash paid during the year-      
Interest (net of amounts capitalized) $960
 $1,071
 $1,039
Income taxes, net of refunds $12
 $49
 $53
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


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FIRSTENERGY CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note
Number
 
Page
Number
   
   
2Revenue
   
3Discontinued Operations
   
4Accumulated Other Comprehensive Income
   
5
   
6Stock-Based Compensation Plans
   
7Taxes
   
8Leases
   
9Intangible Assets
   
10Fair Value Measurements
   
11Capitalization
   
12Short-Term Borrowings and Bank Lines of Credit
   
13Asset Retirement Obligations
   
14Regulatory Matters
   
15Commitments, Guarantees and Contingencies
   
16Transactions with Affiliated Companies
   
17Segment Information
   
18Summary of Quarterly Financial Data (Unaudited)



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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, AE Supply, MP, AGC, PE, WP, and FET and its principal subsidiaries (ATSI, MAIT and TrAIL). In addition, FE holds all of the outstanding equity of other direct subsidiaries including: AESC, FirstEnergy Properties, Inc., FEV, FELHC, Inc., GPUN, Allegheny Ventures, Inc., and Suvon, LLC doing business as both FirstEnergy Home and FirstEnergy Advisors.

FE and its subsidiaries are principally involved in the transmission, distribution and generation 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. FirstEnergy’s transmission operations include approximately 24,500 miles of lines and two regional transmission operation centers. AGC, JCP&L and MP control 3,790 MWs of total capacity.
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 and permitted pursuant to GAAP. FE and its subsidiaries consolidate a VIE when it is determined that it is the primary beneficiary (see below). 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).

Certain prior year amounts have been reclassified to conform to the current year presentation.

FES and FENOC Chapter 11 Filing

On March 31, 2018, the FES Debtors announced that, in order to facilitate an orderly financial restructuring, they filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court (which is referred to throughout as the FES Bankruptcy). As a result of the bankruptcy filings, FirstEnergy concluded that it no longer had a controlling interest in the FES Debtors as the entities are subject to the jurisdiction of the Bankruptcy Court and, accordingly, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy’s consolidated financial statements. Since such time, FE has accounted and will account for its investments in the FES Debtors at fair values of 0. FE concluded that in connection with the disposal, FES and FENOC became discontinued operations. See Note 2, "Asset Sales and Impairments,3, "Discontinued Operations," for impairmentsadditional information.

On September 26, 2018, the Bankruptcy Court approved a FES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, two groups of key FES creditors (collectively, the FES Key Creditor Groups), the FES Debtors and the UCC. The FES Bankruptcy settlement agreement resolves certain claims by FirstEnergy against the FES Debtors and all claims by the FES Debtors and the FES Key Creditor Groups against FirstEnergy, and includes the following terms, among others:
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
A $225 million cash payment from FirstEnergy.
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million


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note issuance, into a cash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns excludes amounts allocated for non-deductible interest as discussed in Note 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the Intercompany Tax Allocation Agreement with the FES Debtors.

The FES Bankruptcy settlement agreement remains subject to satisfaction of certain conditions. There can be no assurance that such conditions will be satisfied or the FES Bankruptcy settlement agreement will be otherwise consummated, and the actual outcome of this matter may differ materially from the terms of the agreement described herein. FirstEnergy will continue to evaluate the impact of any new factors on the settlement and their relative impact on the financial statements.
In connection with the FES Bankruptcy settlement agreement, FirstEnergy entered into a separation agreement with the FES Debtors to implement the separation of the FES Debtors and their businesses from FirstEnergy. A business separation committee was established between FirstEnergy and the FES Debtors to review and determine issues that arise in the context of the separation of the FES Debtors’ businesses from those of FirstEnergy.
As contemplated under the FES Bankruptcy settlement agreement, AE Supply entered into an agreement on December 31, 2018, to transfer the 1,300 MW Pleasants Power Station and related assets to FG, while retaining certain specified liabilities. Under the terms of the agreement, FG acquired the economic interests in Pleasants as of January 1, 2019, and AE Supply operated Pleasants until it transferred, which, as discussed above, occurred on January 30, 2020. After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred, and FE will provide guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility.
On April 11, 2019, the Bankruptcy Court entered an order denying the FES Debtors’ disclosure statement approval motion. The Bankruptcy Court concluded that the nonconsensual third-party releases proposed under the plan of reorganization, which were a condition under the FES Bankruptcy settlement agreement for FirstEnergy’s benefit, were legally impermissible and rendered the plan unconfirmable. On April 18, 2019, FirstEnergy consented to the waiver of the condition. Additionally, the FES Debtors agreed to provide FirstEnergy with the same third-party release provided in favor of certain other parties in any plan of reorganization and to pay FirstEnergy approximately $60 million in cash (paid during the second quarter of 2019) to resolve certain outstanding pension and service charges totaling $87 million, which resulted in FirstEnergy recognizing a $27 million pre-tax charge to income in the first quarter of 2019 ($17 million of which was recognized in continuing operations). Further, the FES Debtors agreed to initiate negotiations with the EPA, OEPA, PA DEP and the NRC to obtain those parties’ cooperation with the FES Debtors’ revised plan of reorganization. FirstEnergy may choose to participate in those negotiations at its option. On May 20, 2019, the Bankruptcy Court approved the waiver and a revised disclosure statement.
In August 2019, the Bankruptcy Court held hearings to consider whether to confirm the FES Debtors’ plan of reorganization. Upon the conclusion of the hearing, the Bankruptcy Court ruled against the objections of several parties, including FERC and OVEC. However, the Bankruptcy Court ruled in favor of the objections made by certain of the FES Debtors’ unions regarding their collective bargaining agreements. The Bankruptcy Court adjourned the hearing without ruling on confirmation and explained that the only issue to be resolved was the acceptance or rejection by the FES Debtors of the collective bargaining agreements at issue.
In October 2019, the FES Debtors and the unions objecting to confirmation of the plan of reorganization reached an agreement framework and the unions agreed to withdraw their objections to the plan of reorganization. On October 15, 2019, the Bankruptcy Court held a hearing to confirm the FES Debtors’ plan of reorganization, and on October 16, 2019, entered a final order confirming the FES Debtors' plan of reorganization. On October 29, 2019, several parties, including FERC, filed notices of appeal with the United States District Court for the Northern District of Ohio appealing the Bankruptcy Court’s final order approving FES Debtors’ plan of reorganization. On December 3, 2019, the NRC provided its approval. The emergence of the FES Debtors from bankruptcy


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pursuant to the confirmed plan of reorganization is subject to the satisfaction of certain conditions, including approvals from the FERC.
Restricted Cash

Restricted cash primarily relates to the consolidated VIE's discussed below. The cash collected from JCP&L, MP, PE and the Ohio Companies' customers is used to service debt of their respective funding companies.
ACCOUNTING FOR THE EFFECTS OF REGULATION

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities and the Transmission Companies 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, the Utilities and the Transmission Companies net their regulatory assets and liabilities based on federal and state jurisdictions.

Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain of these regulatory assets, totaling approximately $111 million as of December 31, 2019, are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific order.

The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 2019 and December 31, 2018, and the changes during the year ended December 31, 2019:
Net Regulatory Assets (Liabilities) by Source December 31,
2019
 December 31,
2018
 Change
  (In millions)
Regulatory transition costs $(8) $49
 $(57)
Customer payables for future income taxes (2,605) (2,725) 120
Nuclear decommissioning and spent fuel disposal costs (197) (148) (49)
Asset removal costs (756) (787) 31
Deferred transmission costs 298
 170
 128
Deferred generation costs 214
 202
 12
Deferred distribution costs 155
 208
 (53)
Contract valuations 51
 72
 (21)
Storm-related costs 551
 500
 51
Other 36
 52
 (16)
Net Regulatory Liabilities included on the Consolidated Balance Sheets $(2,261) $(2,407) $146


The following table provides information about the composition of net regulatory assets that do not earn a current return as of December 31, 2019 and 2018, of which approximately $228 million and $290 million, respectively, are currently being recovered through rates over varying periods depending on the nature of the deferral and the jurisdiction.
Regulatory Assets by Source Not Earning a Current Return December 31,
2019
 December 31,
2018
 Change
    (in millions)  
Regulatory transition costs $7
 $10
 $(3)
Deferred transmission costs 27
 80
 (53)
Deferred generation costs 15
 8
 7
Storm-related costs 471
 363
 108
Other 25
 42
 (17)
Regulatory Assets Not Earning a Current Return $545
 $503
 $42



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CUSTOMER RECEIVABLES

Receivables from customers include retail electric sales and distribution deliveries to residential, commercial and industrial customers for the Utilities. There was no material concentration of receivables as of December 31, 2019 and 2018, with respect to any particular segment of FirstEnergy’s customers. Billed and unbilled customer receivables as of December 31, 2019 and 2018, net of allowance for uncollectible accounts, are included below. The allowance for uncollectible customer receivables is based on historical loss information comprised of a rolling 36-month average net write-off percentage of revenues.
Customer Receivables December 31, 2019 December 31, 2018
  (In millions)
Billed $564
 $686
Unbilled 527
 535
Total $1,091
 $1,221

EARNINGS (LOSS) PER SHARE OF COMMON STOCK

The convertible preferred stock issued in January 2018 (see Note 11, "Capitalization") is considered participating securities since these shares participate in dividends on common stock on an "as-converted" basis. As a result, EPS of common stock is computed using the two-class method required for participating securities.

The two-class method uses an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available only to common stockholders. Under the two-class method, net income attributable to common stockholders is derived by subtracting the following from income from continuing operations:

preferred stock dividends,
deemed dividends for the amortization of the beneficial conversion feature recognized at issuance of the preferred stock (if any), and
an allocation of undistributed earnings between the common stock and the participating securities (convertible preferred stock) based on their respective rights to receive dividends.

Net losses are not allocated to the convertible preferred stock as they do not havea contractual obligation to share in the losses of FirstEnergy. FirstEnergy allocates undistributed earnings based upon income from continuing operations.

The preferred stock included an embedded conversion option at a price that was below the fair value of the common stock on the commitment date. This beneficial conversion feature, which was approximately $296 million, represents the difference between the fair value per share of the common stock and the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature was amortized as a deemed dividend over the period from the issue date to the first allowable conversion date (July 22, 2018) as a charge to OPIC, since FE is in an accumulated deficit position with no retained earnings to declare a dividend. As noted above, for EPS reporting purposes, this beneficial conversion feature was reflected in net income attributable to common stockholders as a deemed dividend and was fully amortized in 2018.

Basic EPS available to common stockholders is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Participating securities are excluded from basic weighted average ordinary shares outstanding. Diluted EPS available to common stockholders is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such common shares is dilutive.

Diluted EPS reflects the dilutive effect of potential common shares from share-based awards and convertible shares of preferred stock. The dilutive effect of outstanding share-based awards is computed using the treasury stock method, which assumes any proceeds that could be obtained upon the exercise of the award would be used to purchase common stock at the average market price for the period. The dilutive effect of the convertible preferred stock is computed using the if-converted method, which assumes conversion of the convertible preferred stock at the beginning of the period, giving income recognition for the add-back of the preferred share dividends, amortization of beneficial conversion feature, and undistributed earnings allocated to preferred stockholders.


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  Year Ended December 31,
Reconciliation of Basic and Diluted EPS of Common Stock 2019 2018 2017
     
(In millions, except per share amounts)      
EPS of Common Stock      
Income from continuing operations $904
 $1,022
 $(289)
Less: Preferred dividends (3) (71) 
Less: Amortization of beneficial conversion feature 
 (296) 
Less: Undistributed earnings allocated to preferred stockholders(1)
 (1) 
 
Income (loss) from continuing operations available to common stockholders 900
 655
 (289)
Discontinued operations, net of tax 8
 326
 (1,435)
Less: Undistributed earnings allocated to preferred stockholders (1)
 
 
 
 
Income (loss) from discontinued operations available to common stockholders 8
 326
 (1,435)
       
Income (loss) attributable to common stockholders, basic $908
 $981
 $(1,724)
       
Income allocated to preferred stockholders, preferred dilutive (2)

 4
 N/A
 N/A
       
Income (loss) attributable to common stockholders, dilutive $912
 $981
 $(1,724)
       
Share Count information:      
Weighted average number of basic shares outstanding 535
 492
 444
Assumed exercise of dilutive stock options and awards 3
 2
 
Assumed conversion of preferred stock 4
 
 
Weighted average number of diluted shares outstanding 542
 494
 444
       
Income (loss) attributable to common stockholders, per common share:      
Income from continuing operations, basic $1.69
 $1.33
 $(0.65)
Discontinued operations, basic 0.01
 0.66
 (3.23)
Income (loss) attributable to common stockholders, basic $1.70
 $1.99
 $(3.88)
       
Income from continuing operations, diluted $1.67
 $1.33
 $(0.65)
Discontinued operations, diluted 0.01
 0.66
 (3.23)
Income (loss) attributable to common stockholders, diluted
 $1.68
 $1.99
 $(3.88)

(1)
Undistributed earnings were not allocated to participating securities for the year ended December 31, 2018, as income from continuing operations less dividends declared (common and preferred) and deemed dividends were a net loss. Undistributed earning allocated to participating securities for the year ended December 31, 2019 were immaterial.
(2)
The shares of common stock issuable upon conversion of the preferred shares (26 million shares) were not included for 2018 as their inclusion would be anti-dilutive to basic EPS from continuing operations. Amounts allocated to preferred stockholders of $4 million for the year ended December 31,2019 are included within Income from continuing operations available to common stockholders for diluted earnings.

For the years ended December 31, 2018 and 2017, approximately 1 million and 2016.3 million shares from stock options and awards were excluded from the calculation of diluted shares outstanding, respectively, as their inclusion would be antidilutive, and, in the case of 2017, a result of the net loss for the period. For the year ended December 31, 2019, 0 shares from stock options or awards were excluded from the calculation of diluted shares.



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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. Property, plant and equipment balances by segment as of December 31, 2019 and 2018, were as follows:
  December 31, 2019
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total
  (In millions)
Regulated Distribution $28,735
 $(8,540) $20,195
 $744
 $20,939
Regulated Transmission 12,023
 (2,383) 9,640
 526
 10,166
Corporate/Other 1,009
 (504) 505
 40
 545
Total $41,767
 $(11,427) $30,340
 $1,310
 $31,650


  December 31, 2018
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total
  (In millions)
Regulated Distribution $27,520
 $(8,132) $19,388
 $628
 $20,016
Regulated Transmission 11,041
 (2,210) 8,831
 545
 9,376
Corporate/Other 908
 (451) 457
 62
 519
Total $39,469
 $(10,793) $28,676
 $1,235
 $29,911

(1) Includes finance leases of $163 million and $173 million as of December 31, 2019 and 2018, respectively.

The major classes of Property, plant and equipment are largely consistent with the segment disclosures above. Regulated Distribution has approximately $2 billion of total regulated generation property, plant and equipment.

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 depreciation rates for FirstEnergy were 2.7%, 2.6% and 2.4% in 2019, 2018 and 2017, respectively.

For the years ended December 31, 2019, 2018 and 2017, capitalized financing costs on FirstEnergy's Consolidated Statements of Income (Loss) include $45 million, $46 million and $35 million, respectively, of allowance for equity funds used during construction and $26 million, $19 million and $17 million, respectively, of capitalized interest.

Jointly Owned Plants

FE, through its subsidiary, AGC, owns an undivided 16.25% interest (487 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 $161 million representing AGC's share in this facility as of December 31, 2019. AGC is obligated to pay its share of the costs of this jointly-owned facility in the same proportion as its ownership interests 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). AGC provides the generation capacity from this facility to its owner, MP.

Asset Retirement ObligationsNEW ACCOUNTING PRONOUNCEMENTS


FE recognizes an AROASU 2016-02, "Leases (Topic 842)" (Issued February 2016 and subsequently updated to address implementation questions): The new guidance requires organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the future decommissioningrights and obligations created by those leases on their balance sheets, as well as new qualitative and quantitative disclosures. FirstEnergy implemented a third-party software tool that assisted with the initial adoption and will assist with ongoing compliance. FirstEnergy chose to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. Upon adoption, on January 1, 2019, FirstEnergy increased assets and liabilities by$186 million, with no impact to results of operations or cash flows. See Note 8, "Leases," for additional information on FirstEnergy's leases.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB has not yet been adopted. 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 based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016 and subsequently updated): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for expected credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost 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, with early adoption permitted. FirstEnergy has analyzed its financial instruments within the scope of this guidance, primarily trade receivables, AFS debt securities and certain third-party guarantees and does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (Issued August 2018): ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customers in a software licensing arrangement. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. FirstEnergy does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2019-12, "Simplifying the Accounting for Income Taxes" (Issued in December 2019): ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
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."


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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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 Rules 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, management conducted an evaluation of the effectiveness of their internal control over financial reporting under the supervision of the chief executive officer and chief financial officer. Based on that evaluation, management concluded that FirstEnergy's internal control over financial reporting was effective as of December 31, 2019. The effectiveness of FirstEnergy’s internal control over financial reporting, as of December 31, 2019, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.


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Report of Independent Registered Public Accounting Firm

To theStockholders 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 (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of income (loss), of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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, 2019 and 2018, and the results of its nuclear power plantsoperations and future remediationits cash flows for each of the three years in the period ended December 31, 2019 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, 2019, 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 the accompanying Management’s Report on Internal Control over Financial Reporting. 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 environmental liabilities associatedprocedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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 allgenerally 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.
Because of its long-lived assets. 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.
Critical Audit Matters
The ARO liability represents an estimatecritical audit matter communicated below is a matter arising from the current period audit of the fair valueconsolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of FE's current obligationcritical audit matters does not alter in any way our opinion on the consolidated financial statements, taken


74




as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Recoverability of Regulatory Assets That Do Not Have an Order for Recovery
As described in Note 1 to the consolidated financial statements, the Company accounts for the effects of regulation through the application of regulatory accounting to its regulated distribution and transmission subsidiaries as 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. This ratemaking process results in the recording of regulatory assets and liabilities based on anticipated future cash inflows and outflows. Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers and certain of these assets, totaling approximately $111 million as of December 31, 2019, have been recorded based on precedent and rate making premises without a specific order.
The principal considerations for our determination that performing procedures relating to the Company’s recoverability of regulatory assets that do not have an order for recovery is a critical audit matter are there was significant judgment by management when assessing the probability of recovery of these regulatory assets from customers. This led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to nuclear decommissioningthe recoverability of these regulatory assets.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the retirement or remediationconsolidated financial statements. These procedures included testing the effectiveness of environmental liabilities of other assets. A fair value measurement inherently involves uncertainty incontrols relating to the amount and timing of settlementCompany’s regulatory accounting process, including controls over management’s assessment of the liability. FE usesrecoverability of regulatory assets that do not have an expected cash flow approachorder for recovery. These procedures also included evaluating the reasonableness of management’s assessment of recoverability of regulatory assets which involved evaluating evidence related to measureprecedent for similar items at the Company and information on comparable companies within similar regulatory jurisdictions as well as assessing progress of communications between management and regulators.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 10, 2020
We have served as the Company’s auditor since 2002.



75




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 
For the Years Ended December 31,
(In millions, except per share amounts) 2019 2018 2017
       
REVENUES:      
Distribution services and retail generation $8,720
 $8,937
 $8,685
Transmission 1,510
 1,335
 1,307
Other 805
 989
 936
Total revenues(1)
 11,035
 11,261
 10,928
       
OPERATING EXPENSES:      
Fuel 497
 538
 497
Purchased power 2,927
 3,109
 2,926
Other operating expenses 2,952
 3,133
 2,802
Provision for depreciation 1,220
 1,136
 1,027
Amortization (deferral) of regulatory assets, net (79) (150) 308
General taxes 1,008
 993
 940
Total operating expenses 8,525
 8,759
 8,500
       
OPERATING INCOME 2,510
 2,502
 2,428
       
OTHER INCOME (EXPENSE):      
Miscellaneous income, net 243
 205
 53
Pension and OPEB mark-to-market adjustment (674) (144) (102)
Interest expense (1,033) (1,116) (1,005)
Capitalized financing costs 71
 65
 52
Total other expense (1,393) (990) (1,002)
       
INCOME BEFORE INCOME TAXES 1,117
 1,512
 1,426
       
INCOME TAXES 213
 490
 1,715
       
INCOME (LOSS) FROM CONTINUING OPERATIONS 904
 1,022
 (289)
       
Discontinued operations (Note 3)(2) 
 8
 326
 (1,435)
       
NET INCOME (LOSS) $912
 $1,348
 $(1,724)
       
INCOME ALLOCATED TO PREFERRED STOCKHOLDERS (Note 1) 4
 367
 
       
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $908
 $981
 $(1,724)
       
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:      
Basic - Continuing Operations $1.69
 $1.33
 $(0.65)
Basic - Discontinued Operations 0.01
 0.66
 (3.23)
Basic - Net Income (Loss) Attributable to Common Stockholders $1.70
 $1.99
 $(3.88)
       
Diluted - Continuing Operations $1.67
 $1.33
 $(0.65)
Diluted - Discontinued Operations 0.01
 0.66
 (3.23)
Diluted - Net Income (Loss) Attributable to Common Stockholders $1.68
 $1.99
 $(3.88)
       
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:      
Basic 535
 492
 444
Diluted 542
 494
 444
       

(1) Includes excise and gross receipts tax collections of $373 million, $386 million and $370 million in 2019, 2018 and 2017, respectively.

(2) Net of income tax benefit of $5 million, $1,251 million, and $820 million in 2019, 2018 and 2017, respectively.

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


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FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
NET INCOME (LOSS) $912
 $1,348
 $(1,724)
       
OTHER COMPREHENSIVE INCOME (LOSS):      
Pension and OPEB prior service costs (31) (83) (85)
Amortized losses on derivative hedges 2
 21
 10
Change in unrealized gains on available-for-sale securities 
 (106) 22
Other comprehensive loss (29) (168) (53)
Income tax benefits on other comprehensive loss (8) (67) (21)
Other comprehensive loss, net of tax (21) (101) (32)
       
COMPREHENSIVE INCOME (LOSS) $891
 $1,247
 $(1,756)

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.



77




FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2019
 December 31,
2018
ASSETS  
  
CURRENT ASSETS:  
  
Cash and cash equivalents $627
 $367
Restricted cash 52
 62
Receivables-  
  
Customers, net of allowance for uncollectible accounts of $46 in 2019 and $50 in 2018 1,091
 1,221
Affiliated companies, net of allowance for uncollectible accounts of $1,063 in 2019 and $920 in 2018 
 20
Other, net of allowance for uncollectible accounts of $21 in 2019 and $2 in 2018 203
 270
Materials and supplies, at average cost 281
 252
Prepaid taxes and other 157
 175
Current assets - discontinued operations 33
 25
  2,444
 2,392
PROPERTY, PLANT AND EQUIPMENT:  
  
In service 41,767
 39,469
Less — Accumulated provision for depreciation 11,427
 10,793
  30,340
 28,676
Construction work in progress 1,310
 1,235
  31,650
 29,911
     
INVESTMENTS:  
  
Nuclear plant decommissioning trusts 
 790
Nuclear fuel disposal trust 270
 256
Other 299
 253
Investments - held for sale (Note 15) 882
 
  1,451
 1,299
     
DEFERRED CHARGES AND OTHER ASSETS:  
  
Goodwill 5,618
 5,618
Regulatory assets 99
 91
Other 1,039
 752
  6,756
 6,461
  $42,301
 $40,063
LIABILITIES AND CAPITALIZATION  
  
CURRENT LIABILITIES:  
  
Currently payable long-term debt $380
 $503
Short-term borrowings 1,000
 1,250
Accounts payable 918
 965
Accounts payable - affiliated companies 87
 
Accrued interest 249
 243
Accrued taxes 545
 533
Accrued compensation and benefits 258
 318
Other 1,425
 822
  4,862
 4,634
CAPITALIZATION:  
  
Stockholders’ equity-  
  
Common stock, $0.10 par value, authorized 700,000,000 shares - 540,652,222 and 511,915,450 shares outstanding as of December 31, 2019 and December 31, 2018, respectively 54
 51
Preferred stock, $100 par value, authorized 5,000,000 shares, of which 1,616,000 are designated Series A Convertible Preferred - none outstanding as of December 31, 2019, and 704,589 shares outstanding as of December 31, 2018 
 71
Other paid-in capital 10,868
 11,530
Accumulated other comprehensive income 20
 41
Accumulated deficit (3,967) (4,879)
Total stockholders' equity 6,975
 6,814
Long-term debt and other long-term obligations 19,618
 17,751
  26,593
 24,565
NONCURRENT LIABILITIES:  
  
Accumulated deferred income taxes 2,849
 2,502
Retirement benefits 3,065
 2,906
Regulatory liabilities 2,360
 2,498
Asset retirement obligations 165
 812
Adverse power contract liability 49
 89
Other 1,667
 2,057
Noncurrent liabilities - held for sale (Note 15) 691
 
  10,846
 10,864
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15) 


 


  $42,301
 $40,063

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


78




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  Series A Convertible Preferred Stock Common Stock OPIC AOCI Accumulated Deficit Total Stockholders' Equity
(In millions) Shares Amount Shares Amount   
Balance, January 1, 2017 
 $
 442
 $44
 $10,555
 $174
 $(4,532) $6,241
Net loss             (1,724) (1,724)
Other comprehensive loss, net of tax           (32)   (32)
Stock-based compensation         36
     36
Cash dividends declared on common stock         (639)     (639)
Stock Investment Plan and certain share-based benefit plans     3
   56
     56
Reclass to liability awards         (7)     (7)
Share-based compensation accounting change             (6) (6)
Balance, December 31, 2017 
 
 445
 44
 10,001
 142
 (6,262) 3,925
Net income             1,348
 1,348
Other comprehensive loss, net of tax           (101)   (101)
Stock-based compensation         60
     60
Cash dividends declared on common stock         (906)     (906)
Cash dividends declared on preferred stock         (71)     (71)
Stock Investment Plan and certain share-based benefit plans     4
 1
 61
     62
Stock issuance (Note 11)(1)
 1.6
 162
 30
 3
 2,297
     2,462
Conversion of Series A Convertible Stock (Note 11) (0.9) (91) 33
 3
 88
     
Impact of adopting new accounting pronouncements             35
 35
Balance, December 31, 2018 0.7
 71
 512
 51
 11,530
 41
 (4,879) 6,814
Net income             912
 912
Other comprehensive loss, net of tax           (21)   (21)
Stock-based compensation         41
     41
Cash dividends declared on common stock         (824)     (824)
Cash dividends declared on preferred stock         (3)     (3)
Stock Investment Plan and certain share-based benefit plans     3
   56
     56
Conversion of Series A Convertible Stock (Note 11) (0.7) (71) 26
 3
 68
     
Balance, December 31, 2019 
 $
 541
 $54
 $10,868
 $20
 $(3,967) $6,975

(1) The Preferred Stock included an embedded conversion option at a price that is below the fair value of the nuclear decommissioning and environmental remediation ARO, consideringCommon Stock on the expected timing of settlementcommitment date. This beneficial conversion feature (BCF), which was approximately $296 million, was recorded to OPIC as well as the amortization of the AROBCF (deemed dividend) through the period from the issue date to the first allowable conversion date (July 22, 2018) and as such there is no net impact to OPIC for the year ended December 31, 2018. See Note 1, "Organization and Basis of Presentation - Earnings per share," and Note 11, "Capitalization" for additional information on the BCF and the equity issuance.

Dividends declared for each share of common stock and as-converted share of preferred stock was $1.53 during 2019, $1.82 during 2018, and $1.44 during 2017.
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


79




FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,
(In millions) 2019 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) $912
 $1,348
 $(1,724)
Adjustments to reconcile net income (loss) to net cash from operating activities-      
Gain on disposal, net of tax (Note 3) (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 1,217
 1,384
 1,700
Impairment of assets and related charges 
 
 2,399
Pension trust contributions (500) (1,250) 
Retirement benefits, net of payments (108) (137) 29
Pension and OPEB mark-to-market adjustment 676
 144
 141
Deferred income taxes and investment tax credits, net 252
 485
 839
Asset removal costs charged to income 28
 42
 22
Unrealized (gain) loss on derivative transactions 
 (5) 81
Gain on sale of investment securities held in trusts 
 (9) (63)
Changes in current assets and liabilities-      
Receivables 271
 (248) (39)
Materials and supplies (37) 24
 (6)
Prepaid taxes and other 10
 (61) 30
Accounts payable (49) 109
 72
Accrued taxes 12
 
 (9)
Accrued interest 6
 (25) 55
Accrued compensation and benefits (60) 37
 (27)
Other current liabilities (21) (121) (35)
Other (83) 128
 343
Net cash provided from operating activities 2,467
 1,410
 3,808
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
New financing-      
Long-term debt 2,300
 1,474
 4,675
Short-term borrowings, net 
 950
 
Preferred stock issuance 
 1,616
 
Common stock issuance 
 850
 
Redemptions and repayments-      
Long-term debt (789) (2,608) (2,291)
Short-term borrowings, net 
 
 (2,375)
Tender premiums paid on debt redemptions 
 (89) 
Preferred stock dividend payments (6) (61) 
Common stock dividend payments (814) (711) (639)
Other (35) (27) (72)
Net cash provided from (used for) financing activities 656
 1,394
 (702)
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions (2,665) (2,675) (2,587)
Nuclear fuel 
 
 (254)
Proceeds from asset sales 47
 425
 388
Sales of investment securities held in trusts 1,637
 909
 2,170
Purchases of investment securities held in trusts (1,675) (963) (2,268)
Notes receivable from affiliated companies 
 (500) 
Asset removal costs (217) (218) (172)
Other 
 4
 
Net cash used for investing activities (2,873) (3,018) (2,723)
       
Net change in cash, cash equivalents and restricted cash 250
 (214) 383
Cash, cash equivalents, and restricted cash at beginning of period 429
 643
 260
Cash, cash equivalents, and restricted cash at end of period $679
 $429
 $643
       
SUPPLEMENTAL CASH FLOW INFORMATION:      
Non-cash transaction: beneficial conversion feature (Note1) $
 $296
 $
Non-cash transaction: deemed dividend convertible preferred stock (Note 1) $
 $(296) $
Cash paid during the year-      
Interest (net of amounts capitalized) $960
 $1,071
 $1,039
Income taxes, net of refunds $12
 $49
 $53
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.


80




FIRSTENERGY CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note
Number
 
Page
Number
   
   
2Revenue
   
3Discontinued Operations
   
4Accumulated Other Comprehensive Income
   
5
   
6Stock-Based Compensation Plans
   
7Taxes
   
8Leases
   
9Intangible Assets
   
10Fair Value Measurements
   
11Capitalization
   
12Short-Term Borrowings and Bank Lines of Credit
   
13Asset Retirement Obligations
   
14Regulatory Matters
   
15Commitments, Guarantees and Contingencies
   
16Transactions with Affiliated Companies
   
17Segment Information
   
18Summary of Quarterly Financial Data (Unaudited)



81




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, AE Supply, MP, AGC, PE, WP, and FET and its principal subsidiaries (ATSI, MAIT and TrAIL). In addition, FE holds all of the outstanding equity of other direct subsidiaries including: AESC, FirstEnergy Properties, Inc., FEV, FELHC, Inc., GPUN, Allegheny Ventures, Inc., and Suvon, LLC doing business as both FirstEnergy Home and FirstEnergy Advisors.

FE and its subsidiaries are principally involved in the transmission, distribution and generation of electricity. FirstEnergy’s ten utility operating companies comprise one of the nation’s largest investor-owned electric systems, 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 recognizedserving over six million customers in the periodMidwest and Mid-Atlantic regions. FirstEnergy’s transmission operations include approximately 24,500 miles of lines and two regional transmission operation centers. AGC, JCP&L and MP control 3,790 MWs of total capacity.
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 and permitted pursuant to GAAP. FE and its subsidiaries consolidate a VIE when 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,determined that it is reflectedthe primary beneficiary (see below). Investments in affiliates over which FE and its subsidiaries have the measurement ofability to exercise significant influence, but do not have a controlling financial interest, follow 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 liabilityequity method of accounting. Deferred income taxes reflectUnder the net tax effect of temporary differences betweenequity method, the carrying amounts of assets and liabilities for financial reporting purposesinterest in the entity is reported as an investment in the Consolidated Balance Sheets and the amounts recognized for tax purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery periodpercentage of FE's ownership share 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 thatentity’s earnings 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 penaltiesreported in the provision for income taxes. See Note 6, "Taxes," for additional information.Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).


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 changesCertain prior year amounts have been reclassified 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 relatedconform 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 ispresentation.

FES and FENOC Chapter 11 Filing

On March 31, 2018, the reductionFES Debtors announced that, in order to facilitate an orderly financial restructuring, they filed voluntary petitions under Chapter 11 of the corporate federal income tax rate. Other provisions are not expectedUnited States Bankruptcy Code with the Bankruptcy Court (which is referred to have a significant impact onthroughout as 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.

FES Bankruptcy). As a result of the bankruptcy filings, FirstEnergy concluded that it no longer had a controlling interest in the FES Debtors as the entities are subject to the jurisdiction of the Bankruptcy Court and, accordingly, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy’s consolidated financial statements. Since such time, FE has accounted and will account for its investments in the FES Debtors at fair values of 0. FE concluded that in connection with the disposal, FES and FENOC became discontinued operations. See Note 3, "Discontinued Operations," for additional information.

On September 26, 2018, the Bankruptcy Court approved a FES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, two groups of key FES creditors (collectively, the FES Key Creditor Groups), the FES Debtors and the UCC. The FES Bankruptcy settlement agreement resolves certain claims by FirstEnergy against the FES Debtors and all claims by the FES Debtors and the FES Key Creditor Groups against FirstEnergy, and includes the following terms, among others:
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
A $225 million cash payment from FirstEnergy.
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to the FES Debtors under the Intercompany Income Tax Act,Allocation Agreement for the tax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, recognizedthe FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million


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note issuance, into a non-cashcash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns excludes amounts allocated for non-deductible interest as discussed in Note 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the Intercompany Tax Allocation Agreement with the FES Debtors.

The FES Bankruptcy settlement agreement remains subject to satisfaction of certain conditions. There can be no assurance that such conditions will be satisfied or the FES Bankruptcy settlement agreement will be otherwise consummated, and the actual outcome of this matter may differ materially from the terms of the agreement described herein. FirstEnergy will continue to evaluate the impact of any new factors on the settlement and their relative impact on the financial statements.
In connection with the FES Bankruptcy settlement agreement, FirstEnergy entered into a separation agreement with the FES Debtors to implement the separation of the FES Debtors and their businesses from FirstEnergy. A business separation committee was established between FirstEnergy and the FES Debtors to review and determine issues that arise in the context of the separation of the FES Debtors’ businesses from those of FirstEnergy.
As contemplated under the FES Bankruptcy settlement agreement, AE Supply entered into an agreement on December 31, 2018, to transfer the 1,300 MW Pleasants Power Station and related assets to FG, while retaining certain specified liabilities. Under the terms of the agreement, FG acquired the economic interests in Pleasants as of January 1, 2019, and AE Supply operated Pleasants until it transferred, which, as discussed above, occurred on January 30, 2020. After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred, and FE will provide guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility.
On April 11, 2019, the Bankruptcy Court entered an order denying the FES Debtors’ disclosure statement approval motion. The Bankruptcy Court concluded that the nonconsensual third-party releases proposed under the plan of reorganization, which were a condition under the FES Bankruptcy settlement agreement for FirstEnergy’s benefit, were legally impermissible and rendered the plan unconfirmable. On April 18, 2019, FirstEnergy consented to the waiver of the condition. Additionally, the FES Debtors agreed to provide FirstEnergy with the same third-party release provided in favor of certain other parties in any plan of reorganization and to pay FirstEnergy approximately $60 million in cash (paid during the second quarter of 2019) to resolve certain outstanding pension and service charges totaling $87 million, which resulted in FirstEnergy recognizing a $27 million pre-tax charge to income tax expensein the first quarter of $1.2 billion (FES - $1.1 billion)2019 ($17 million of which was recognized in continuing operations). Further, the FES Debtors agreed to initiate negotiations with the EPA, OEPA, PA DEP and resultedthe NRC to obtain those parties’ cooperation with the FES Debtors’ revised plan of reorganization. FirstEnergy may choose to participate in excess deferred taxesthose negotiations at its option. On May 20, 2019, the Bankruptcy Court approved the waiver and a revised disclosure statement.
In August 2019, the Bankruptcy Court held hearings to consider whether to confirm the FES Debtors’ plan of $2.3 billionreorganization. Upon the conclusion of the hearing, the Bankruptcy Court ruled against the objections of several parties, including FERC and OVEC. However, the Bankruptcy Court ruled in favor of the objections made by certain of the FES Debtors’ unions regarding their collective bargaining agreements. The Bankruptcy Court adjourned the hearing without ruling on confirmation and explained that the only issue to be resolved was the acceptance or rejection by the FES Debtors of the collective bargaining agreements at issue.
In October 2019, the FES Debtors and the unions objecting to confirmation of the plan of reorganization reached an agreement framework and the unions agreed to withdraw their objections to the plan of reorganization. On October 15, 2019, the Bankruptcy Court held a hearing to confirm the FES Debtors’ plan of reorganization, and on October 16, 2019, entered a final order confirming the FES Debtors' plan of reorganization. On October 29, 2019, several parties, including FERC, filed notices of appeal with the United States District Court for the Northern District of Ohio appealing the Bankruptcy Court’s final order approving FES Debtors’ plan of reorganization. On December 3, 2019, the NRC provided its approval. The emergence of the FES Debtors from bankruptcy


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pursuant to the confirmed plan of reorganization is subject to the satisfaction of certain conditions, including approvals from the FERC.
Restricted Cash

Restricted cash primarily relates to the consolidated VIE's discussed below. The cash collected from JCP&L, MP, PE and the Ohio Companies' customers is used to service debt of their respective funding companies.
ACCOUNTING FOR THE EFFECTS OF REGULATION

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities and the Transmission Companies 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 businesses,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, the Utilities and the Transmission Companies net their regulatory assets and liabilities based on federal and state jurisdictions.

Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain of these regulatory assets, totaling approximately $111 million as of December 31, 2019, are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific order.

The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 2019 and December 31, 2018, and the changes during the year ended December 31, 2019:
Net Regulatory Assets (Liabilities) by Source December 31,
2019
 December 31,
2018
 Change
  (In millions)
Regulatory transition costs $(8) $49
 $(57)
Customer payables for future income taxes (2,605) (2,725) 120
Nuclear decommissioning and spent fuel disposal costs (197) (148) (49)
Asset removal costs (756) (787) 31
Deferred transmission costs 298
 170
 128
Deferred generation costs 214
 202
 12
Deferred distribution costs 155
 208
 (53)
Contract valuations 51
 72
 (21)
Storm-related costs 551
 500
 51
Other 36
 52
 (16)
Net Regulatory Liabilities included on the Consolidated Balance Sheets $(2,261) $(2,407) $146


The following table provides information about the composition of net regulatory assets that do not earn a current return as of December 31, 2019 and 2018, of which approximately $228 million and $290 million, respectively, are currently being recovered through rates over varying periods depending on 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 excessnature of the purchase price overdeferral and the estimated fair valuesjurisdiction.
Regulatory Assets by Source Not Earning a Current Return December 31,
2019
 December 31,
2018
 Change
    (in millions)  
Regulatory transition costs $7
 $10
 $(3)
Deferred transmission costs 27
 80
 (53)
Deferred generation costs 15
 8
 7
Storm-related costs 471
 363
 108
Other 25
 42
 (17)
Regulatory Assets Not Earning a Current Return $545
 $503
 $42



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CUSTOMER RECEIVABLES

Receivables from customers include retail electric sales and distribution deliveries to residential, commercial and industrial customers for the Utilities. There was no material concentration of receivables as of December 31, 2019 and 2018, with respect to any particular segment of FirstEnergy’s customers. Billed and unbilled customer receivables as of December 31, 2019 and 2018, net of allowance for uncollectible accounts, are included below. The allowance for uncollectible customer receivables is based on historical loss information comprised of a rolling 36-month average net write-off percentage of revenues.
Customer Receivables December 31, 2019 December 31, 2018
  (In millions)
Billed $564
 $686
Unbilled 527
 535
Total $1,091
 $1,221

EARNINGS (LOSS) PER SHARE OF COMMON STOCK

The convertible preferred stock issued in January 2018 (see Note 11, "Capitalization") is considered participating securities since these shares participate in dividends on common stock on an "as-converted" basis. As a result, EPS of common stock is computed using the two-class method required for participating securities.

The two-class method uses an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available only to common stockholders. Under the two-class method, net income attributable to common stockholders is derived by subtracting the following from income from continuing operations:

preferred stock dividends,
deemed dividends for the amortization of the assets acquiredbeneficial conversion feature recognized at issuance of the preferred stock (if any), and liabilities assumed is recognized
an allocation of undistributed earnings between the common stock and the participating securities (convertible preferred stock) based on their respective rights to receive dividends.

Net losses are not allocated to the convertible preferred stock as goodwill.they do not havea contractual obligation to share in the losses of FirstEnergy. 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%)allocates undistributed earnings based upon income from continuing operations.

The preferred stock included an embedded conversion option at a price that was below 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 thatthe common stock on the commitment date. This beneficial conversion feature, which was approximately $296 million, represents the difference between the fair value per share of the common stock and the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature was amortized as a deemed dividend over the period from the issue date to the first allowable conversion date (July 22, 2018) as a charge to OPIC, since FE is in an accumulated deficit position with no retained earnings to declare a dividend. As noted above, for EPS reporting unitpurposes, this beneficial conversion feature was reflected in net income attributable to common stockholders as a deemed dividend and was fully amortized in 2018.

Basic EPS available to common stockholders is less than its carrying value, then no further testingcomputed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Participating securities are excluded from basic weighted average ordinary shares outstanding. Diluted EPS available to common stockholders is required. However,computed by dividing income available to common stockholders by the weighted average number of common shares outstanding, including all potentially dilutive common shares, if FirstEnergy concludesthe effect of such common shares is dilutive.

Diluted EPS reflects the dilutive effect of potential common shares from share-based awards and convertible shares of preferred stock. The dilutive effect of outstanding share-based awards is computed using the treasury stock method, which assumes any proceeds that itcould be obtained upon the exercise of the award would be used to purchase common stock at the average market price for the period. The dilutive effect of the convertible preferred stock is more likely than not thatcomputed using the fair valueif-converted method, which assumes conversion of the convertible preferred stock at the beginning of the period, giving income recognition for the add-back of the preferred share dividends, amortization of beneficial conversion feature, and undistributed earnings allocated to preferred stockholders.




10585







  Year Ended December 31,
Reconciliation of Basic and Diluted EPS of Common Stock 2019 2018 2017
     
(In millions, except per share amounts)      
EPS of Common Stock      
Income from continuing operations $904
 $1,022
 $(289)
Less: Preferred dividends (3) (71) 
Less: Amortization of beneficial conversion feature 
 (296) 
Less: Undistributed earnings allocated to preferred stockholders(1)
 (1) 
 
Income (loss) from continuing operations available to common stockholders 900
 655
 (289)
Discontinued operations, net of tax 8
 326
 (1,435)
Less: Undistributed earnings allocated to preferred stockholders (1)
 
 
 
 
Income (loss) from discontinued operations available to common stockholders 8
 326
 (1,435)
       
Income (loss) attributable to common stockholders, basic $908
 $981
 $(1,724)
       
Income allocated to preferred stockholders, preferred dilutive (2)

 4
 N/A
 N/A
       
Income (loss) attributable to common stockholders, dilutive $912
 $981
 $(1,724)
       
Share Count information:      
Weighted average number of basic shares outstanding 535
 492
 444
Assumed exercise of dilutive stock options and awards 3
 2
 
Assumed conversion of preferred stock 4
 
 
Weighted average number of diluted shares outstanding 542
 494
 444
       
Income (loss) attributable to common stockholders, per common share:      
Income from continuing operations, basic $1.69
 $1.33
 $(0.65)
Discontinued operations, basic 0.01
 0.66
 (3.23)
Income (loss) attributable to common stockholders, basic $1.70
 $1.99
 $(3.88)
       
Income from continuing operations, diluted $1.67
 $1.33
 $(0.65)
Discontinued operations, diluted 0.01
 0.66
 (3.23)
Income (loss) attributable to common stockholders, diluted
 $1.68
 $1.99
 $(3.88)

(1)
Undistributed earnings were not allocated to participating securities for the year ended December 31, 2018, as income from continuing operations less dividends declared (common and preferred) and deemed dividends were a net loss. Undistributed earning allocated to participating securities for the year ended December 31, 2019 were immaterial.
(2)
The shares of common stock issuable upon conversion of the preferred shares (26 million shares) were not included for 2018 as their inclusion would be anti-dilutive to basic EPS from continuing operations. Amounts allocated to preferred stockholders of $4 million for the year ended December 31,2019 are included within Income from continuing operations available to common stockholders for diluted earnings.

For the years ended December 31, 2018 and 2017, approximately 1 million and 3 million shares from stock options and awards were excluded from the calculation of diluted shares outstanding, respectively, as their inclusion would be antidilutive, and, in the case of 2017, 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 assessmentresult of the Regulated Distribution and Regulated Transmission reporting units' goodwill, assessing economic, industry and market considerations in addition tonet loss for the reporting units' overall financial performance. Key factors used inperiod. For the assessment include: growth rates, interest rates, expected capital expenditures, utility sector market performance and other market considerations. It was determined thatyear ended December 31, 2019, 0 shares from stock options or awards were excluded from the fair valuescalculation of these reporting units were, more likely than not, greater than their carrying value and a quantitative analysis was not necessary.diluted shares.


See Note 2, "Asset Sales and Impairments," for further discussion of CES goodwill impairment charge recognized in 2016.

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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. Property, plant and equipment balances by segment as of December 31, 2019 and 2018, were as follows:
  December 31, 2019
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total
  (In millions)
Regulated Distribution $28,735
 $(8,540) $20,195
 $744
 $20,939
Regulated Transmission 12,023
 (2,383) 9,640
 526
 10,166
Corporate/Other 1,009
 (504) 505
 40
 545
Total $41,767
 $(11,427) $30,340
 $1,310
 $31,650


  December 31, 2018
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total
  (In millions)
Regulated Distribution $27,520
 $(8,132) $19,388
 $628
 $20,016
Regulated Transmission 11,041
 (2,210) 8,831
 545
 9,376
Corporate/Other 908
 (451) 457
 62
 519
Total $39,469
 $(10,793) $28,676
 $1,235
 $29,911

(1) Includes finance leases of $163 million and $173 million as of December 31, 2019 and 2018, respectively.

The major classes of Property, plant and equipment are largely consistent with the segment disclosures above. Regulated Distribution has approximately $2 billion of total regulated generation property, plant and equipment.

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 depreciation rates for FirstEnergy were 2.7%, 2.6% and 2.4% in 2019, 2018 and 2017, respectively.

For the years ended December 31, 2019, 2018 and 2017, capitalized financing costs on FirstEnergy's Consolidated Statements of Income (Loss) include $45 million, $46 million and $35 million, respectively, of allowance for equity funds used during construction and $26 million, $19 million and $17 million, respectively, of capitalized interest.

Jointly Owned Plants

FE, through its subsidiary, AGC, owns an undivided 16.25% interest (487 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 $161 million representing AGC's share in this facility as of December 31, 2019. AGC is obligated to pay its share of the costs of this jointly-owned facility in the same proportion as its ownership interests 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). AGC provides the generation capacity from this facility to its owner, MP.

NEW ACCOUNTING PRONOUNCEMENTSChanges in Cash Position


ASU 2016-09, "ImprovementsAs of December 31, 2019, FirstEnergy had $627 million of cash and cash equivalents and approximately $52 million of restricted cash compared to Employee Share-Based Payment Accounting" (Issued March 2016): ASU 2016-09 simplifies several aspects$367 million of cash and cash equivalents and approximately $62 million of restricted cash as of December 31, 2018, 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 distribution and transmission operating subsidiaries. The most significant use of cash from operating activities is buying electricity to serve non-shopping customers and paying fuel suppliers, employees, tax authorities, lenders and others for a wide range of materials and services.

Net cash provided from operating activities was $2,467 million during 2019, $1,410 million during 2018 and $3,808 million during 2017.

2019 compared with 2018

Cash flows from operations increased $1,057 million in 2019 as compared with 2018. The year-over-year change in cash from operations increased due to the following:

a $750 million decrease in cash contributions to the qualified pension plan;
higher transmission revenue reflecting a higher base rate and recovery of incremental operating expenses at ATSI and MAIT;
decrease to working capital primarily due to higher receipts from customers;
lower storm costs; partially offset by
lower revenues due to tax savings being provided to customers in relation to the Tax Act;
the absence of FES' cash from operations from the first quarter of 2018.



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FirstEnergy's Consolidated Statements of Cash Flows combine cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of operating cash flow items from discontinued operations for the years ended December 31, 2019, 2018 and 2017:
  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Income (loss) from discontinued operations $8
 $326
 $(1,435)
Gain on disposal, net of tax (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 
 110
 333
Deferred income taxes and investment tax credits, net 47
 61
 (842)
Unrealized (gain) loss on derivative transactions 
 (10) 81

Cash Flows From Financing Activities

Cash provided from financing activities was $656 million and $1,394 million in 2019 and 2018, respectively, compared to cash used for financing activities of $702 million in 2017. The following table summarizes new equity and debt financing, redemptions, repayments, make-whole premiums paid on debt redemptions short-term borrowings and dividends:
  For the Years Ended December 31,
Securities Issued or Redeemed / Repaid 2019 2018 2017
  (In millions)
New Issues  
  
  
Preferred stock issuance $
 $1,616
 $
Common stock issuance 
 850
 
Unsecured notes 1,850
 850
 3,800
PCRBs 
 74
 
FMBs 450
 50
 625
Term loan 
 500
 250
  $2,300
 $3,940
 $4,675
       
Redemptions / Repayments  
  
  
Unsecured notes $(725) $(555) $(1,330)
PCRBs 
 (216) (158)
FMBs (1) (325) (725)
Term loan 
 (1,450) 
Senior secured notes (63) (62) (78)
  $(789) $(2,608) $(2,291)
       
Tender premiums paid on debt redemptions $
 $(89) $
       
Short-term borrowings (repayments), net $
 $950
 $(2,375)
       
Preferred stock dividend payments $(6) $(61) $
       
Common stock dividend payments $(814) $(711) $(639)

On January 10, 2019, ME issued $500 million of 4.30% senior notes due 2029. Proceeds from the issuance of senior notes were primarily used to refinance existing indebtedness, including ME’s $300 million of 7.70% senior notes due 2019, and borrowings outstanding under the FE regulated utility money pool and the FE Facility, to fund capital expenditures, and for other general corporate purposes.



53




On February 8, 2019, JCP&L issued $400 million of 4.30% senior notes due 2026. Proceeds from the issuance of the accountingsenior notes were primarily used to refinance existing indebtedness, including amounts outstanding under the FE regulated utility money pool incurred in connection with the repayment at maturity of JCP&L’s $300 million of 7.35% senior notes due 2019 and the funding of storm recovery and restoration costs and expenses, to fund capital expenditures and working capital requirements and for employee share-based payments.other general corporate purposes.

On March 28, 2019, FET issued $500 million of 4.55% senior notes due 2049. Proceeds from the issuance of the senior notes were used primarily to support FET’s capital structure, to repay short-term borrowings outstanding under the FE unregulated money pool, to finance capital improvements, and for other general corporate purposes, including funding working capital needs and day-to-day operations.

On April 15, 2019, ATSI issued $100 million of 4.38% senior notes due 2031. Proceeds from the issuance of the senior notes were used primarily to repay short-term borrowings, to fund capital expenditures and working capital needs, and for other general corporate purposes.

On May 21, 2019, WP issued $100 million of 4.22% FMBs due 2059. Proceeds from the issuance of the FMBs were or are, as the case may be, used to refinance existing indebtedness, to fund capital expenditures, and for other general corporate purposes.

On June 3, 2019, PN issued $300 million of 3.60% senior notes due 2029. Proceeds from the issuance of the senior notes were used to refinance existing indebtedness, including amounts outstanding under the FE regulated companies’ money pool incurred in connection with the repayment at maturity of PN’s $125 million of 6.63% senior notes due 2019, to fund capital expenditures, and for other general corporate purposes.

On June 5, 2019, AGC issued $50 million of 4.47% senior unsecured notes due 2029. Proceeds from the issuance of the senior notes were used to improve liquidity, re-establish the debt component within its capital structure following the recent redemption of all of its existing long-term debt, and satisfy working capital requirements and other general corporate purposes.

On August 15, 2019, WP issued $150 million of 4.22% FMBs due 2059. Proceeds were used to refinance existing indebtedness, fund capital expenditures and for other general corporate purposes.

On November 14, 2019, MP issued $155 million of 3.23% FMBs due 2029 and $45 million of 3.93% FMBs due 2049. Proceeds were used to refinance existing debt, to fund capital expenditures, and for other general corporate purposes.

Cash Flows From Investing Activities

Cash used for investing activities in 2019 principally represented cash used for property additions. The new guidance requires all income tax effectsfollowing table summarizes investing activities for 2019, 2018 and 2017:
  For the Years Ended December 31,
Cash Used for Investing Activities 2019 2018 2017
  (In millions)
Property Additions:      
Regulated Distribution $1,473
 $1,411
 $1,191
Regulated Transmission 1,090
 1,104
 1,030
Corporate/Other 102
 160
 366
Nuclear fuel 
 
 254
Proceeds from asset sales (47) (425) (388)
Investments 38
 54
 98
Notes receivable from affiliated companies 
 500
 
Asset removal costs 217
 218
 172
Other 
 (4) 
  $2,873
 $3,018
 $2,723

2019 compared with 2018

Cash used for investing activities in 2019 decreased $145 million compared to 2018, primarily due to the decrease in notes receivable from affiliated companies resulting from FES's borrowings from the committed line of awardscredit available under the secured credit facility with FE during the first quarter of 2018 and investments, partially offset by lower proceeds from asset sales.



54




FirstEnergy's Consolidated Statements of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of investing cash flow items from discontinued operations for the years ended December 31, 2019, 2018 and 2017:
  For the Years Ended December 31,
(In millions) 2019 2018 2017
   
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions $
 $(27) $(317)
Nuclear fuel 
 
 (254)
Sales of investment securities held in trusts 
 109
 940
Purchases of investment securities held in trusts 
 (122) (999)
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 recognizedcredited to customers through future regulated rates or amounts collected from customers for costs not yet incurred. FirstEnergy, the Utilities and the Transmission Companies net their regulatory assets and liabilities based on federal and state jurisdictions.

Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain of these regulatory assets, totaling approximately $111 million as of December 31, 2019, are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific order.

The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 2019 and December 31, 2018, and the changes during the year ended December 31, 2019:
Net Regulatory Assets (Liabilities) by Source December 31,
2019
 December 31,
2018
 Change
  (In millions)
Regulatory transition costs $(8) $49
 $(57)
Customer payables for future income taxes (2,605) (2,725) 120
Nuclear decommissioning and spent fuel disposal costs (197) (148) (49)
Asset removal costs (756) (787) 31
Deferred transmission costs 298
 170
 128
Deferred generation costs 214
 202
 12
Deferred distribution costs 155
 208
 (53)
Contract valuations 51
 72
 (21)
Storm-related costs 551
 500
 51
Other 36
 52
 (16)
Net Regulatory Liabilities included on the Consolidated Balance Sheets $(2,261) $(2,407) $146

The following is a description of the regulatory assets and liabilities described above:

Regulatory transition costs - Includes the recovery of PN above-market NUG costs; JCP&L costs incurred during the transition to a competitive retail market and under-recovered during the period from August 1, 1999 through July 31, 2003; and JCP&L costs associated with BGS, capacity and ancillary services, net of all revenues from the sale of the committed supply in the wholesale market. Amounts are amortized primarily through 2021.

Customer payables for future income statementtaxes - Reflects amounts to be recovered or refunded through future rates to pay income taxes that become payable when rate revenue is provided to recover items such as AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes such as tax reform. These amounts are being amortized over the awards vestperiod in which the related deferred tax assets reverse, which is generally over the expected life of the underlying asset.



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Nuclear decommissioning and spent fuel disposal costs - Reflects a regulatory liability representing amounts collected from customers and placed in external trusts including income, losses and changes in fair value thereon (as well as accretion of the related ARO) primarily for the future decommissioning of TMI-2.

Asset removal costs - Primarily represents the rates charged to customers that include a provision for the cost of future activities to remove assets, including obligations for which an ARO has been recognized, that are expected to be incurred at the time of retirement.

Deferred transmission costs - Principally represents differences between revenues earned based on actual costs for the formula-rate Transmission Companies and the amounts billed. Amounts are recorded as a regulatory asset or liability and recovered or refunded, respectively, in subsequent periods.

Deferred generation costs - Primarily relates to regulatory assets associated with the securitized recovery of certain electric customer heating discounts, fuel and purchased power regulatory assets at the Ohio Companies (amortized through 2034) as well as the ENEC at MP and PE. 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. The ENEC rate is updated annually.

Deferred distribution costs - Primarily relates to the Ohio Companies' deferral of certain expenses resulting from distribution and reliability related expenditures, including interest, and are settled. Itamortized through 2036.

Contract valuations - Includes the changes in fair value of PN above-market NUG costs and the amortization of purchase accounting adjustments at MP and PE which were recorded in connection with the AE merger representing the fair value of NUG purchased power contracts (amortized over the life of the contracts with various end dates from 2034 through 2036).

Storm-related costs - Relates to the recovery of storm costs, which vary by jurisdiction. Approximately $193 million and $232 million are currently being recovered through rates as of December 31, 2019 and 2018, respectively.

The following table provides information about the composition of net regulatory assets that do not earn a current return as of December 31, 2019 and 2018, of which approximately $228 million and $290 million, respectively, are currently being recovered through rates over varying periods depending on the nature of the deferral and the jurisdiction.
Regulatory Assets by Source Not Earning a Current Return December 31,
2019
 December 31,
2018
 Change
    (in millions)  
Regulatory transition costs $7
 $10
 $(3)
Deferred transmission costs 27
 80
 (53)
Deferred generation costs 15
 8
 7
Storm-related costs 471
 363
 108
Other 25
 42
 (17)
Regulatory Assets Not Earning a Current Return $545
 $503
 $42



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CONTRACTUAL OBLIGATIONS

As of December 31, 2019, FirstEnergy's estimated undiscounted cash payments under existing contractual obligations that it considers firm obligations are as follows:
Contractual Obligations Total 2020 2021-2022 2023-2024 Thereafter
  (In millions)
Long-term debt(1)
 $20,066
 $364
 $2,024
 $2,440
 $15,238
Short-term borrowings 1,000
 1,000
 
 
 
Interest on long-term debt(2)
 12,131
 928
 1,781
 1,581
 7,841
Operating leases(3)
 339
 40
 80
 65
 154
Finance leases(3)
 80
 20
 32
 12
 16
Fuel and purchased power(4)
 1,687
 540
 770
 377
 
Capital expenditures(5)
 1,445
 503
 573
 369
 
Pension funding 1,385
 
 159
 721
 505
FES bankruptcy settlement agreement(6)
 853
 853
 
 
 
Intercompany tax allocation agreement(7)
 100
 100
 
 
 
Total $39,086
 $4,348
 $5,419
 $5,565
 $23,754

(1)
Excludes unamortized discounts and premiums, fair value accounting adjustments and finance leases.
(2)
Interest on variable-rate debt based on rates as of December 31, 2019.
(3)
See Note 8, "Leases," of the Notes to Consolidated Financial Statements.
(4)
Amounts under contract with fixed or minimum quantities based on estimated annual requirements.
(5)
Amounts represent committed capital expenditures as of December 31, 2019.
(6)
Assumes FES Debtors emergence in 2020, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on settlement.
(7)
Estimated amounts owed to the FES Debtors under the intercompany tax allocation agreement for the 2018 and 2019 tax returns, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on tax sharing agreement with the FES Debtors.

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 $2.6 billion in 2020.

The table above also doesexcludes regulatory liabilities (see Note 14, "Regulatory Matters"), AROs (see Note 13, "Asset Retirement Obligations"), reserves for litigation, injuries and damages, environmental remediation, and annual insurance premiums, including nuclear insurance (see Note 15, "Commitments, Guarantees and 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

JCP&L, ME and PN maintain property damage insurance provided by NEIL for their interest in the retired TMI- 2 nuclear facility, a permanently shut down and defueled facility. Under these arrangements, up to $150 million of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. JCP&L, ME and PN pay annual premiums and are subject to retrospective premium assessments of up to approximately $1.2 million during a policy year.

JCP&L, ME and PN intend to maintain insurance against nuclear risks as long as it is available. To the extent that property damage, decontamination, decommissioning, repair and replacement costs and other such costs arising from a nuclear incident at any of JCP&L, ME or PN’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 JCP&L, ME or PN’s insurance policies, or to the extent such insurance becomes unavailable in the future, JCP&L, ME or PN would remain at risk for such costs.

The Price-Anderson Act limits public liability relative to a single incident at a nuclear power plant. In connection with TMI-2, JCP&L, ME and PN carry the required ANI third party liability coverage and also have coverage under a Price Anderson indemnity agreement issued by the NRC. The total available coverage in the event of a nuclear incident is $560 million, which is also the limit of public liability for any nuclear incident involving TMI-2.
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


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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, 2019, was approximately $1.6 billion, as summarized below:
Guarantees and Other Assurances Maximum Exposure
  (In millions)
FE's Guarantees on Behalf of the FES Debtors  
Surety Bonds - FG(1)
 $200
Deferred compensation arrangements 150
  350
FE's Guarantees on Behalf of its Consolidated Subsidiaries  
AE Supply asset sales(2)
 555
Deferred compensation arrangements 466
Fuel related contracts and other 10
  1,031
FE's Guarantees on Other Assurances  
Global Holding Facility 114
Surety Bonds 135
LOCs and other 16
  265
Total Guarantees and Other Assurances $1,646

(1)
FE provides credit support for FG surety bonds for $169 million and $31 million for the benefit of the PA DEP with respect to LBR CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.
(2)
As a condition to closing AE Supply's sale of four natural gas generating plants in December 2017, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC. In connection with the FES Bankruptcy settlement agreement, FirstEnergy has provided certain additional guarantees to FG for retained environmental liabilities of AE Supply related to the Pleasants Power Station and the McElroy's Run CCR disposal facility.

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 AE Supply's power portfolio exposure as of December 31, 2019, AE Supply has posted no collateral. The Utilities and Transmission Companies have posted no collateral.

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. The following table discloses the potential additional credit rating contingent contractual collateral obligations as of December 31, 2019:
Potential Collateral Obligations
AE Supply
Utilities
and FET
 FE Total


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

 36
 
 36
Surety Bonds (Collateralized Amount)(1)


 63
 257
 320
Total Exposure from Contractual Obligations
$1
 $99
 $257
 $357



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(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 CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.

Other Commitments and Contingencies

FE is a guarantor under a $120 million syndicated senior secured term loan facility due November 12, 2024, under which Global Holding's outstanding principal balance is $114 million as of December 31, 2019. In addition to 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, continue to provide their joint and several guaranties of the obligations of Global Holding under the facility.

In connection with the 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.
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 has limited exposure to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk Management 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.

The valuation of derivative contracts is based on observable market information. As of December 31, 2019, FirstEnergy has a net liability of $13 million in non-hedge derivative contracts that are primarily related to NUG contracts at certain of the Utilities. NUG contracts are subject to regulatory accounting whenand do not impact earnings.

Equity Price Risk

As of December 31, 2019, the FirstEnergy pension plan assets were allocated approximately as follows: 29% in equity securities, 36% in fixed income securities, 9% in hedge funds, 2% in insurance-linked securities, 7% in real estate, 4% in private equity and 13% in cash and short-term securities. A decline in the value of pension plan assets could result in additional funding requirements. FirstEnergy’s funding policy is based on actuarial computations using the projected unit credit method. On February 1, 2019, FirstEnergy made a $500 million voluntary cash contribution to the qualified pension plan. FirstEnergy expects no required contributions through 2021. See Note 5, "Pension and Other Postemployment Benefits," of the Notes to Consolidated Financial Statements for additional details on FirstEnergy's pension and OPEB plans. Through December 31, 2019, FirstEnergy's pension plan assets have earned approximately 20.3% as compared to an employer repurchases moreannual expected return on plan assets of 7.50%.

As of December 31, 2019, FirstEnergy's OPEB plans were invested in fixed income and equity securities. Through December 31, 2019, FirstEnergy's OPEB plans have earned approximately 18.1% as compared to an annual expected return on plan assets of 7.50%.

NDT funds have been established to satisfy JCP&L, ME and PN's nuclear decommissioning obligations associated with TMI-2. As of December 31, 2019, approximately 15% and 85% of the funds were invested in fixed income securities and short-term investments, respectively, with limitations related to concentration and investment grade ratings. The investments are carried at their market values of approximately $135 million and $763 million for fixed income securities and short-term investments, respectively, as of December 31, 2019, excluding $16 million of net receivables, payables and accrued income. A decline in the value of JCP&L, ME and PN’s NDTs or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2019, JCP&L, ME and PN made no contributions to the NDTs.



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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 new debt securities.
Comparison of Carrying Value to Fair Value
Year of Maturity 2020
2021
2022
2023
2024
There-after
Total
Fair Value
  (In millions)
Assets:                
Investments Other Than Cash and Cash Equivalents:                
Fixed Income $
 $
 $
 $
 $
 $401
 $401
 $401
Average interest rate % % % % % 3.0% 3.0%  
                 
Liabilities:                
Long-term Debt:                
Fixed rate $364
 $132
 $1,142
 $1,194
 $1,246
 $15,238
 $19,316
 $22,178
Average interest rate 5.4% 3.7% 4.1% 4.1% 4.7% 4.9% 4.8%  
Variable rate $
 $750
 $
 $
 $
 $
 $750
 $750
Average interest rate % 2.5% % % % % 2.5%  

FirstEnergy recognizes 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. A primary factor contributing to these actuarial gains and losses are changes in the discount rates used to value pension and OPEB obligations as of the measurement date and the difference between expected and actual returns on the plans’ assets. Upon the FES Debtors' emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax mark-to-market loss to be up to $400 million assuming a discount rate of approximately 3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020.
CREDIT RISK

Credit risk is the risk that FirstEnergy would incur a loss as a result of nonperformance by counterparties of their contractual obligations. FirstEnergy maintains credit policies and procedures with respect to counterparty credit (including requirement that counterparties maintain specified credit ratings) and require other assurances in the form of credit support or collateral in certain circumstance in order to limit counterparty credit risk. However, FirstEnergy, as applicable, has concentrations of suppliers and customers among electric utilities, financial institutions and energy marketing and trading companies. These concentrations may impact FirstEnergy's overall exposure to credit risk, positively or negatively, as counterparties may be similarly affected by changes in economic, regulatory or other conditions. In the event an energy supplier of the Ohio Companies, Pennsylvania Companies, JCP&L or PE defaults on its obligation, the affected company would be required to seek replacement power in the market. In general, subject to regulatory review or other processes, appropriate incremental costs incurred by these entities would be recoverable from customers through applicable rate mechanisms, thereby mitigating the financial risk for these entities. FirstEnergy's credit policies to manage credit risk include the use of an employee’s sharesestablished credit approval process, daily credit mitigation provisions, such as margin, prepayment or collateral requirements. FirstEnergy and its subsidiaries may request additional credit assurance, in certain circumstances, in the event that the counterparties' credit ratings fall below investment grade, their tangible net worth falls below specified percentages or their exposures exceed an established credit limit.
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 New Jersey by the NJBPU, in Ohio by the PUCO, 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. Further, if any of the FirstEnergy affiliates were to engage in the construction of significant new transmission facilities, depending on the state, they may be required to obtain state regulatory authorization to site, construct and operate the new transmission facility.



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The following table summarizes the key terms of distribution rate orders in effect for tax withholding purposes. FirstEnergy adopted ASU 2016-09 onthe Utilities:
CompanyRates EffectiveAllowed Debt/EquityAllowed ROE
CEIMay 200951% / 49%10.5%
ME(1)
January 201748.8% / 51.2%
Settled(2)
MPFebruary 201554% / 46%
Settled(2)
JCP&LJanuary 201755% / 45%9.6%
OEJanuary 200951% / 49%10.5%
PE (West Virginia)February 201554% / 46%
Settled(2)
PE (Maryland)March 201947% / 53%9.65%
PN(1)
January 201747.4% / 52.6%
Settled(2)
Penn(1)
January 201749.9% / 50.1%
Settled(2)
TEJanuary 200951% / 49%10.5%
WP(1)
January 201749.7% / 50.3%
Settled(2)
(1)Reflects filed debt/equity as final settlement/orders do not specifically include capital structure.
(2) Commission-approved settlement agreements did not disclose ROE rates.

MARYLAND

PE operates under MDPSC approved base rates that were effective as of March 23, 2019. PE also 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-party monitor. Although settlements with respect to SOS supply for PE customers have expired, service continues in the same manner until changed by order of the MDPSC. PE recovers its costs plus a return for providing SOS.

The EmPOWER Maryland program requires each electric utility to file a plan to reduce electric consumption and demand 0.2% per year, up to the ultimate goal of 2% annual savings, for the duration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs and services are available. PE's approved 2018-2020 EmPOWER Maryland 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. PE 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.

On January 1, 2017. Upon adoption, FirstEnergy elected19, 2018, PE filed a joint petition along with other utility companies, work group stakeholders and the MDPSC electric vehicle work group leader to account for forfeitures as they occur. The change was applied onimplement a modified retrospective basisstatewide electric vehicle portfolio in connection with a cumulative effect adjustment2016 MDPSC proceeding to retained earningsconsider an array of approximately $6issues 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. PE proposed an electric vehicle charging infrastructure program at a projected total cost of $12 million, to be recovered over a five-year amortization. On January 14, 2019, the MDPSC approved the petition subject to certain reductions in the scope of the program. The MDPSC approved PE’s compliance filing, which implements the pilot program, with minor modifications, on July 3, 2019.

On August 24, 2018, PE filed a base rate case with the MDPSC, which it supplemented on October 22, 2018, to update the partially forecasted test year with a full twelve months of actual data. The rate case requested an annual increase in base distribution rates of $19.7 million, plus creation of an EDIS to fund four enhanced service reliability programs. In responding to discovery, PE revised its request for an annual increase in base rates to $17.6 million. The proposed rate increase reflected $7.3 million in annual savings for customers resulting from the recent federal tax law changes. On March 22, 2019, the MDPSC issued a final order that approved a rate increase of $6.2 million, approved three of the four EDIS programs for four years, directed PE to file a new depreciation study within 18 months, and ordered the filing of a new base rate case in four years to correspond to the ending of the approved EDIS programs.

NEW JERSEY

JCP&L operates under NJBPU approved rates that were effective as of January 1, 2017. Additionally, FirstEnergy retrospectively appliedJCP&L provides BGS for retail customers who do not choose a third-party EGS and for customers of third-party EGSs that fail to provide the cash flow presentation requirementcontracted service. 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.

On April 18, 2019, pursuant to present cash paidthe May 2018 New Jersey enacted legislation establishing a ZEC program to tax authorities when shares are withheldprovide ratepayer funded subsidies of New Jersey nuclear energy supply, the NJBPU approved the implementation of a non-bypassable, irrevocable ZEC charge for all New Jersey electric utility customers, including JCP&L’s customers. Once collected from customers by JCP&L, these funds will be remitted to satisfy statutory tax withholding obligations as financing activitieseligible nuclear energy generators.


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In December 2017, the NJBPU issued proposed rules to modify its current CTA policy in base rate cases to: (i) calculate savings using a five-year look back from the beginning of the test year; (ii) allocate savings with 75% retained by reclassifying $12 millionthe company and $13 million from operating activities25% allocated to financing activitiesratepayers; and (iii) exclude transmission assets of electric distribution companies in the savings calculation, which were published in the NJ Register in the first quarter of 2018.JCP&L filed comments supporting the proposed rulemaking. On January 17, 2019, the NJBPU approved the proposed CTA rules with no changes. On May 17, 2019, the Rate Counsel filed an appeal with the Appellate Division of the Superior Court of New Jersey. JCP&L is contesting this appeal but is unable to predict the outcome of this matter.

Also in December 2017, 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. On July 13, 2018, JCP&L filed an infrastructure plan, JCP&L Reliability Plus, which proposed to accelerate $386.8 million of electric distribution infrastructure investment over four years to enhance the reliability and resiliency of its distribution system and reduce the frequency and duration of power outages. On April 23, 2019, JCP&L filed a Stipulation of Settlement with the NJBPU on behalf of the JCP&L, Rate Counsel, NJBPU Staff and New Jersey Large Energy Users Coalition, which provides that JCP&L will invest up to approximately $97 million in capital investments beginning on June 1, 2019 through December 31, 2020. JCP&L shall seek recovery of the capital investment through an accelerated cost recovery mechanism, provided for in the rules, that includes a revenue adjustment calculation and a process for two rate adjustments. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modifications. Pursuant to the Stipulation, JCP&L filed a petition on September 16, 2019, to seek approval of rate adjustments to provide for cost recovery established with JCP&L Reliability Plus.

On January 31, 2018, the NJBPU instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of New Jersey utilities. The NJBPU ordered New Jersey utilities to: (1) defer on their books the impacts of the Tax Act effective January 1, 2018; (2) to file tariffs effective April 1, 2018, reflecting the rate impacts of changes in current taxes; and (3) to file tariffs effective July 1, 2018, reflecting the rate impacts of changes in deferred taxes. On March 2, 2018, JCP&L filed a petition with the NJBPU, which included proposed tariffs for a base rate reduction of $28.6 million effective April 1, 2018, and a rider to reflect $1.3 million in rate impacts of changes in deferred taxes. On March 26, 2018, the NJBPU approved JCP&L’s rate reduction effective April 1, 2018, on an interim basis subject to refund, pending the outcome of this proceeding. On April 23, 2019, JCP&L filed a Stipulation of Settlement on behalf of the Rate Counsel, NJBPU Staff, and the New Jersey Large Energy Users Coalition with the NJBPU. The terms of the Stipulation of Settlement provide that between January 1, 2018 and March 31, 2018, JCP&L’s refund obligation is estimated to be approximately $7 million, which was refunded to customers in 2019. The Stipulation of Settlement also provides for a base rate reduction of $28.6 million, which was reflected in rates on April 1, 2018, and a Rider Tax Act Adjustment for certain items over a five-year period. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modification.

JCP&L expects to file a distribution base rate case in New Jersey in February 2020, which will seek to recover certain costs associated with providing safe and reliable electric service to JCP&L customers, along with recovery of previously incurred storm costs.

OHIO

The Ohio Companies operate under base distribution rates approved by the PUCO effective in 2009. The Ohio Companies’ residential and commercial base distribution revenues are decoupled, through a mechanism that took effect on February 1, 2020, to the base distribution revenue and lost distribution revenue associated with energy efficiency and peak demand reduction programs recovered as of the twelve-month period ending on December 31, 2018.The Ohio Companies currently operate under ESP IV effective June 1, 2016, and 2015 Consolidated Statementscontinuing through May 31, 2024, that continues the supply of Cash Flows, respectively.

ASU 2016-15, "Classificationpower to non-shopping customers at a market-based price set through an auction process. ESP IV also continues Rider DCR, which supports continued investment related to the distribution system for the benefit of Certain Cash Receiptscustomers, with increased revenue caps of $20 million per year from June 1, 2019 through May 31, 2022; and Cash Payments" (Issued August 2016): The standard is intended$15 million per year from June 1, 2022 through May 31, 2024. In addition, ESP IV includes: (1) continuation of a base distribution rate freeze through May 31, 2024; (2) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs; (3) a goal across FirstEnergy to eliminate diversity in practice in how certain cash receiptsreduce CO2 emissions by 90% below 2005 levels by 2045; and cash payments are presented(4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and classifiedjob retention in the Consolidated StatementsOhio Companies’ service territories; (b) establish a fuel-fund in each of Cash Flows,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.

ESP IV further provided for the Ohio Companies to collect through Rider DMR $132.5 million annually for three years beginning in 2017, grossed up for federal income taxes, resulting in an approved amount of approximately $168 million annually in 2018 and 2019. Revenues from Rider DMR are excluded from the significantly excessive earnings test. On appeal, the SCOH, on June 19, 2019, reversed the PUCO’s determination that Rider DMR is lawful, and remanded the matter to the PUCO with instructions to remove Rider DMR from ESP IV. On August 20, 2019, the SCOH denied the Ohio Companies’ motion for reconsideration. The PUCO entered an Order directing the Ohio Companies to cease further collection through Rider DMR, credit back to customers a refund of Rider DMR funds collected since July 2, 2019, and remove Rider DMR from ESP IV. On October 1, 2019, the Ohio


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Companies implemented PUCO approved tariffs to refund approximately $28 million to customers, including Rider DMR revenues billed from July 2, 2019 through August 31, 2019.

On July 15, 2019, OCC filed a Notice of Appeal with the SCOH, challenging the PUCO’s exclusion of Rider DMR revenues from the determination of the existence of significantly excessive earnings under ESP IV for calendar year 2017 and claiming a $42 million refund is due to OE customers. The Ohio Companies are contesting this appeal but are unable to predict the outcome of this matter.

Under Ohio law, the Ohio Companies are required to implement energy efficiency programs that achieve certain annual energy savings and total peak demand reductions. The Ohio Companies’ 2017-2019 plan includes a portfolio of energy efficiency programs targeted to a variety of customer segments. The Ohio Companies anticipate the cost of the plan will be approximately $268 million over the life of the plan and such costs are expected to be recovered through the Ohio Companies’ existing rate mechanisms. On November 21, 2017, the PUCO issued an order that approved the proposed plan with several modifications, including a cap on the Ohio Companies’ collection of program costs and shared savings set at4% of the Ohio Companies’ total sales to customers. On October 15, 2019, the SCOH reversed the PUCO’s decision to impose the 4% cost-recovery cap and remanded the matter to the PUCO for approval of the portfolio plans without the cost-recovery cap.

On July 23, 2019, Ohio enacted legislation establishing support for nuclear energy supply in Ohio. In addition to the provisions supporting nuclear energy, the legislation included a provision implementing a decoupling mechanism for Ohio electric utilities. The legislation also is ending current energy efficiency program mandates on December 31, 2020, provided statewide energy efficiency mandates are achieved as determined by the PUCO. On October 23, 2019, the PUCO solicited comments on whether the PUCO should terminate the energy efficiency programs once the statewide energy efficiency mandates are achieved. Opponents to the legislation sought to submit it to a statewide referendum, and stay its effect unless and until approved by a majority of Ohio voters. Petitioners filed a lawsuit in the U.S. District Court for the Southern District of Ohio seeking additional time to gather signatures in support of a referendum. Petitioners failed to file the necessary number of petition signatures, and the legislation took effect on October 22, 2019. On October 23, 2019, the U.S. District Court denied petitioners’ request for more time, and certified questions of state law to the SCOH to answer. Petitioners appealed the U.S. District Court’s decision to the U.S. Court of Appeals for the Sixth Circuit. The Petitioners ended their challenge to the legislation voluntarily at the end of January 2020 causing the dismissal of the appeal, the lawsuit before the U.S District Court, and the proceedings before the SCOH.

On November 21, 2019, the Ohio Companies applied to the PUCO for approval of a decoupling mechanism, which would set residential and commercial base distribution related revenues at the levels collected in 2018. As such, those base distribution revenues would no longer be based on electric consumption, which allows continued support of energy efficiency initiatives while also providing revenue certainty to the Ohio Companies. On January 15, 2020, the PUCO approved the Ohio Companies’ decoupling application, and the decoupling mechanism took effect on February 1, 2020.

In February 2016, the Ohio Companies filed a Grid Modernization Business Plan for PUCO consideration and approval, as required by the terms of ESP IV. On December 1, 2017, the Ohio Companies filed an application with the PUCO for approval of a DPM Plan, a portfolio 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. Also, on January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act on Ohio utilities’ rates and determine the appropriate course of action to pass benefits on to customers. On November 9, 2018, the Ohio Companies filed a settlement agreement that provides for the implementation of the first phase of grid modernization plans, including the presentationinvestment of debt prepayment or debt extinguishment costs, all of which will be classified as financing activities. ASU 2016-15 is effective for fiscal$516 million over three years to modernize the Ohio Companies’ electric distribution system, 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 impactall tax savings associated with the Tax Act 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 potentialflow back 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.customers. As part of the adoption, FirstEnergy electedagreement, the Ohio Companies also filed an application for approval of a rider to applyreturn the new guidanceremaining tax savings to customers following PUCO approval of the settlement. On January 25, 2019, the Ohio Companies filed a supplemental settlement agreement that keeps intact the provisions of the settlement described above and adds further customer benefits and protections, which broadened support for the settlement. The settlement had broad support, including PUCO Staff, the OCC, representatives of industrial and commercial customers, a low-income advocate, environmental advocates, hospitals, competitive generation suppliers and other parties. On July 17, 2019, the PUCO approved the settlement agreement with no material modifications. On September 11, 2019, the PUCO denied the application for rehearing of environmental advocates who were not parties to the settlement.

The Ohio Companies’ Rider NMB is designed to recover NMB transmission-related costs imposed on or charged to the Ohio Companies by FERC or PJM. On December 14, 2018, the Ohio Companies filed an application for a modified retrospective basis. FirstEnergy will not record a cumulative adjustmentreview of their 2019 Rider NMB, including recovery of future Legacy RTEP costs and previously absorbed Legacy RTEP costs, net of refunds received from PJM. On February 27, 2018, the PUCO issued an order directing the Ohio Companies to retained earningsfile revised final tariffs recovering Legacy RTEP costs incurred since May 31, 2018, but excluding recovery of approximately $95 million in Legacy RTEP costs incurred prior to May 31, 2018, net of refunds received from PJM. The PUCO solicited comments on whether the Ohio Companies should be permitted to recover the Legacy RTEP charges incurred prior to May 31, 2018. On October 9, 2019, the PUCO approved the recovery of the $95 million of previously excluded Legacy RTEP charges.



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PENNSYLVANIA

The Pennsylvania Companies operate under rates approved by the PPUC, effective as of January 27, 2017. These rates were adjusted for initially applying the new guidance as no revenue recognition differences were identified innet impact of the timing or amountTax Act, effective March 15, 2018. The net impact 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 accountingTax Act for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Upon adoption,period January 1, 2018 FirstEnergythrough March 14, 2018 must also be separately tracked for treatment in a future rate proceeding. The Pennsylvania Companies operate under DSPs for the June 1, 2019 through May 31, 2023 delivery period, which provide for the competitive procurement of generation supply for customers who do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service.

Under the 2019-2023 DSPs, supply will recognizebe 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 also include modifications to the Pennsylvania Companies’ POR programs in order to continue their clawback pilot program as a long-term, permanent program term, modifications to the Pennsylvania Companies’ customer class definitions to allow for the introduction of hourly priced default service to customers at or above 100kW, customer assistance program shopping limitations, and script modifications related to the Pennsylvania Companies' customer referral programs. 

Pursuant to Pennsylvania Act 129 of 2008 and PPUC orders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. The Pennsylvania Companies’ Phase III EE&C plans for the June 2016 through May 2021 period, which were approved in March 2016, with expected costs up to $390 million, are designed to achieve the targets established in the PPUC’s Phase III Final Implementation Order with full recovery through the reconcilable EE&C riders.

Pennsylvania EDCs may establish a DSIC to recover costs of infrastructure improvements and costs related to highway relocation projects with PPUC approval. LTIIPs outlining infrastructure improvement plans for PPUC review and approval must be filed prior to approval of a DSIC. 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. Following a periodic review of the LTIIPs in 2018 as required by regulation once every five years, the PPUC entered an Order concluding that the Pennsylvania Companies have substantially adhered to the schedules and expenditures outlined in their LTIIPs, but that changes to the LTIIPs as designed are necessary to maintain and improve reliability and directed the Pennsylvania Companies to file modified or new LTIIPs. On May 23, 2019, the PPUC approved the Pennsylvania Companies’ Modified LTIIPs that revised LTIIP spending in 2019 of approximately $45 million by ME, $25 million by PN, $26 million by Penn and $51 million by WP, and terminating at the end of 2019. On August 30, 2019, the Pennsylvania Companies filed Petitions for approval of proposed LTIIPs for the five-year period beginning January 1, 2020 and ending December 31, 2024 for a total capital investment of approximately $572 million for certain infrastructure improvement initiatives. On January 16, 2020, the PPUC approved the LTIIPs without modification, as well as directed the Pennsylvania Companies to submit corrective action plans by March 16, 2020, which outline how they will reduce their pole replacement backlogs over a five-year period to a rolling two-year backlog.

The Pennsylvania Companies’ approved DSIC riders for quarterly cost recovery went into effect July 1, 2016, subject to hearings and refund or reallocation among customer classes. In the January 19, 2017 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. The parties to the DSIC proceeding submitted a Joint Settlement that resolved the issues that were pending from the order issued on June 9, 2016, and the PPUC approved the Joint Settlement without modification and reversed the ALJ’s previous decision that would have required the Pennsylvania Companies to reflect all gainsfederal and losses for equity securitiesstate income tax deductions related to DSIC-eligible property in incomecurrently effective DSIC rates. The Pennsylvania OCA filed an appeal with the exceptionPennsylvania Commonwealth Court of the PPUC’s decision, and the Pennsylvania Companies contested the appeal. The Commonwealth Court reversed the PPUC’s decision of April 19, 2018 and remanded the matter to the PPUC to require the Pennsylvania Companies to revise their tariffs and DSIC calculations to include ADIT and state income taxes. The Commonwealth Court denied Applications for Reargument in the Court’s July 11, 2019 Opinion and Order filed by the PPUC and the Pennsylvania Companies. On October 7, 2019, the PPUC and the Pennsylvania Companies filed separate Petitions for Allowance of Appeal of the Commonwealth Court’s Opinion and Order to the Pennsylvania Supreme Court.

On August 30, 2019, Penn filed a Petition seeking approval of a waiver of the statutory DSIC cap of 5% of distribution rate revenue and approval to increase the maximum allowable DSIC to 11.81% of distribution rate revenue for the five-year period of its proposed LTIIP. The Pennsylvania Office of Small Business Advocate, the PPUC’s Bureau of Investigation, and the Pennsylvania OCA opposed Penn’s Petition. On January 17, 2020, the parties filed a petition seeking approval of settlement that provides for a temporary increase in the recoverability cap from 5% to 7.5%, which will expire on the earlier of the effective date of new base rates following Penn’s next base rate case or the expiration of its LTIIP II program. The settlement is subject to PPUC approval.

WEST VIRGINIA

MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking and operates under rates approved by the WVPSC effective February 2015. 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.



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On August 21, 2019, MP and PE filed with the WVPSC their annual ENEC case requesting a decrease in ENEC rates of $6.1 million beginning January 1, 2020, representing a 0.4% decrease in rates versus those thatin effect on August 21, 2019. On October 11, 2019, MP and PE filed a supplement requesting approval of the termination of the 50 MW PPA with Morgantown Energy Associates, a NUG entity. A settlement between MP, PE, and the majority of the intervenors fully resolving the ENEC case, which maintains 2019 ENEC rates into 2020, and supports the termination of the Morgantown Energy Associates PPA, was filed with the WVPSC on October 18, 2019. An order was issued on December 20, 2019, approving the ENEC settlement and termination of the PPA with Morgantown Energy Associates.

On August 21, 2019, MP and PE filed with the WVPSC for a reconciliation of their VMS and a periodic review of its vegetation management program requesting an increase in VMS rates of $7.6 million beginning January 1, 2020. The increase is due to moving from a 5-year maintenance cycle to a 4-year cycle and performing more operation and maintenance work and less capital work on the rights of way. The increase is a 0.5% increase in rates versus those in effect on August 21, 2019. All the parties reached a settlement in the case, and the WVPSC issued its order approving the settlement without change on December 20, 2019.

FERC REGULATORY MATTERS

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. With respect to their wholesale services and rates, the Utilities, AE Supply and the Transmission Companies are accounted forsubject to regulation by FERC. FERC regulations require JCP&L, MP, PE, WP and the Transmission Companies to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of JCP&L, MP, PE, WP and the Transmission Companies are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the equity methodPJM Tariff.

The following table summarizes the key terms of accounting.rate orders in effect for transmission customer billings for FirstEnergy's transmission owner entities:
CompanyRates EffectiveCapital StructureAllowed ROE
ATSIJanuary 1, 2015Actual (13 month average)10.38%
JCP&L
June 1, 2017(1)
Settled(1)(3)
Settled(1)(3)
MP
March 21, 2018(2)
Settled(3)
Settled(3)
PE
March 21, 2018(2)
Settled(3)
Settled(3)
WP
March 21, 2018(2)
Settled(3)
Settled(3)
MAITJuly 1, 2017Lower of Actual (13 month average) or 60%10.3%
TrAILJuly 1, 2008Actual (year-end)12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects)
(1) Effective on January 1, 2020, JCP&L has implemented a forward-looking formula rate, which has been accepted by FERC, subject to refund, pending further hearing and settlement proceedings.
(2) See FERC Actions on Tax Act below.
(3) FERC-approved settlement agreements did not specify.

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 NDT’s equity portfoliosUtilities and AE Supply 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, although major wholesale purchases remain subject to regulation by the relevant state commissions.

Federally-enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the Utilities, AE Supply, and the Transmission Companies. 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 JCP&L, MEthese reliability standards to six regional entities, including RFC. All of the facilities that FirstEnergy operates are located within the RFC region. FirstEnergy actively participates in the NERC and PN will notRFC 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 believes that it is in material compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities, FirstEnergy occasionally learns of isolated facts or circumstances that could be impactedinterpreted as unrealized gainsexcursions from the reliability standards. If and losseswhen such occurrences are found, FirstEnergy 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 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 forrefine existing land easements that are not currently accounted for under the old leases standard. FirstEnergy does not plan to adopt thesereliability 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


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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.





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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 againstdevelop and adopt new reliability standards. Any inability on FirstEnergy's part to comply with the valuereliability standards for its bulk electric system could result in the imposition of materialsfinancial penalties, or obligations to upgrade


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or build transmission facilities, that could have a material adverse effect on its financial condition, results of operations and supplies inventory and to increase its asset retirement obligation. For additional information see Note 2, "Asset Sales and Impairments."cash flows.


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 ratingRTO Realignment

On June 1, 2011, ATSI and the current forward wholesale pricing environment present significant challengesATSI zone transferred from MISO to FES. As previously disclosed, FES has $515PJM. 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 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 maturing debt inthe RTO realignment decisions outweigh the exit fee and transmission cost allocation charges. In a subsequent order, FERC affirmed its prior ruling that ATSI must submit the cost/benefit analysis. ATSI is evaluating the cost/benefit approach.

FERC Actions on Tax Act

On March 15, 2018, (excluding intra-company debt), beginning with a $100 million principal payment due April 2, 2018. BasedFERC initiated proceedings on FES' current senior unsecured debt rating, capital structurethe question of how to address possible changes to ADIT 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,"


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"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 lowerbonus depreciation expense, partially offset by a charge to Income tax expense of $1,067 million as a result of the Tax Act, pre-tax chargesAct. Such possible changes could impact FERC-jurisdictional rates, including transmission rates. On November 21, 2019, FERC issued a final rule (Order 864). Order 864 requires utilities with transmission formula rates to update their formula rate templates to include mechanisms to (i) deduct any excess ADIT from or add any deficient ADIT to their rate base; (ii) raise or lower their income tax allowances by any amortized excess or deficient ADIT; and (iii) incorporate a new permanent worksheet into their rates that will annually track information related to excess or deficient ADIT. Alternatively, formula rate utilities can demonstrate to FERC that their formula rate template already achieves these outcomes. Utilities with transmission stated rates are required to address these new requirements as part of $225their next transmission rate case. To assist with implementation of the proposed rule, FERC also issued on November 15, 2018, a policy statement providing accounting and ratemaking guidance for treatment of ADIT for all FERC-jurisdictional public utilities. The policy statement also addresses the accounting and ratemaking treatment of ADIT following the sale or retirement of an asset after December 31, 2017. FirstEnergy’s formula rate transmission utilities will make the required filings on or before the deadlines established in FERC’s order. FirstEnergy’s stated rate transmission utilities will address the requirements as part of their next transmission rate case. JCP&L is addressing the requirements in the course of its pending transmission rate case.

Transmission ROE Methodology

FERC’s methodology for calculating electric transmission utility ROE has been in transition as a result of an April 14, 2017 ruling by the D.C. Circuit that vacated FERC’s then-effective methodology. On October 16, 2018, FERC issued an order in which it proposed a revised ROE methodology. FERC proposed that, for complaint proceedings alleging that an existing ROE is not just and reasonable, FERC will rely on three financial models - discounted cash flow, capital-asset pricing, and expected earnings - to establish a composite zone of reasonableness to identify a range of just and reasonable ROEs. FERC then will utilize the transmission utility’s risk relative to other utilities within that zone of reasonableness to assign the transmission utility to one of three quartiles within the zone. FERC would take no further action (i.e., dismiss the complaint) if the existing ROE falls within the identified quartile. However, if the replacement ROE falls outside the quartile, FERC would deem the existing ROE presumptively unjust and unreasonable and would determine the replacement ROE. FERC would add a fourth financial model risk premium to the analysis to calculate a ROE based on the average point of central tendency for each of the four financial models. On March 21, 2019, FERC established NOIs to collect industry and stakeholder comments on the revised ROE methodology that is described in the October 16, 2018 decision, and also whether to make changes to FERC’s existing policies and practices for awarding transmission rates incentives. On November 21, 2019, FERC announced in a complaint proceeding involving MISO utilities that FERC would rely on the discounted cash flow and capital-asset pricing models as the basis for establishing ROE. It is not clear at this time whether FERC’s November ruling will be applied more broadly. Any changes to FERC’s transmission rate ROE and incentive policies would be applied on a prospective basis. FirstEnergy currently is participating through various trade groups in the FERC dockets where the ROE methodology is being reviewed, and on December 23, 2019, JCP&L filed a request for rehearing of FERC’s November decision in the MISO utilities docket.

JCP&L Transmission Formula Rate

On October 30, 2019, JCP&L filed tariff amendments with FERC to convert JCP&L’s existing stated transmission rate to a forward-looking formula transmission rate. JCP&L requested that the tariff amendments become effective January 1, 2020. On December 19, 2019, FERC issued its initial order in the case, allowing JCP&L to transition to a forward-looking formula rate as of January 1, 2020 as requested, subject to refund, pending further hearing and settlement proceedings. JCP&L is engaged in settlement negotiations.

ENVIRONMENTAL MATTERS

Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality, hazardous and solid waste disposal, and other environmental matters. While FirstEnergy's environmental policies and procedures are designed to achieve compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and


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potential revision by the implementing agencies. FirstEnergy cannot predict the timing or ultimate outcome of any of these reviews or how any future actions taken as a result thereof may materially impact its business, results of operations, cash flows and financial condition.

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 and/or using emission allowances.

CSAPR requires reductions of NOx and SO2 emissions in two phases (2015 and 2017), ultimately capping SO2 emissions in affected states to 2.4 million associatedtons 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 estimated lossessome restrictions. The D.C. Circuit ordered the EPA on long-term coal transportation contract disputes, as discussedJuly 28, 2015, to reconsider the CSAPR caps on NOx and SO2 emissions from power plants in "Outlook - Environmental Matters," above, higher non-cash mark-to-market losses13 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 reduce emissions by more than their contribution to air pollution in downwind states. The EPA issued a CSAPR update rule on commodity contract positions, lower capacity revenue,September 7, 2016, reducing summertime NOx emissions from 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 update rule to 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. On September 13, 2019, the D.C. Circuit remanded the CSAPR update rule to the EPA citing that the rule did not eliminate upwind states’ significant contributions to downwind states’ air quality attainment requirements within applicable attainment deadlines. Depending on the outcome of the appeals, the EPA’s reconsideration of the CSAPR update rule and how the EPA and the states ultimately implement CSAPR, the future cost of compliance may materially impact FirstEnergy's operations, cash flows and financial condition.

In February 2019, the EPA announced its final decision to retain without changes the NAAQS for SO2, specifically retaining the 2010 primary (health-based) 1-hour standard of 75 PPB. As of September 30, 2019, FirstEnergy has no power plants operating in areas designated as non-attainment by the EPA.

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 sought a short-term NOx emission rate limit of 0.125 lb/mmBTU over an averaging period of no more than 24 hours. 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 and Pleasants Units 1 and 2, significantly contribute to Maryland's inability to attain the ozone NAAQS. The petition sought NOx emission rate limits for the 36 EGUs by May 1, 2017. On September 14, 2018, the EPA denied both the States of Delaware and Maryland's petitions under CAA Section 126. In October 2018, Delaware and Maryland appealed the denials of their petitions to the D.C. Circuit. In March 2018, the State of New York filed a CAA Section 126 petition with the EPA alleging that NOx emissions from nine states (including Ohio, Pennsylvania and West Virginia) significantly contribute to New York’s inability to attain the ozone NAAQS. The petition seeks suitable emission rate limits for large stationary sources that are affecting New York’s air quality within the three years allowed by CAA Section 126. On May 3, 2018, the EPA extended the time frame for acting on the CAA Section 126 petition by six months to November 9, 2018. On September 20, 2019, the EPA denied New York’s CAA Section 126 petition. On October 29, 2019, the State of New York appealed the denial of its petition to the D.C. Circuit. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.

Climate Change

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.

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. In 2015, FirstEnergy set a goal of reducing company-wide CO2 emissions by at least 90 percent below 2005 levels by 2045. As of December 31, 2018, FirstEnergy has reduced its CO2 emissions by approximately 62 percent. In September 2016, the U.S. 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’s non-binding obligations to limit global warming to 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 lower contract sales.climate change policies, although potential legislative or regulatory programs restricting CO2 emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations.


Revenues In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHG under the Clean Air Act,” concluding that concentrations of several key GHGs constitutes an "endangerment" and may be regulated as "air pollutants" under

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)%



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the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. The following table summarizesEPA released its final CPP regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel fired EGUs. Numerous states and private parties filed appeals and motions to stay the priceCPP with the D.C. Circuit in October 2015. 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 March28, 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 October16, 2017, the EPA issued a proposed rule to repeal the CPP. To replace the CPP, the EPA proposed the ACE rule on August 21, 2018, which would establish emission guidelines for states to develop plans to address GHG emissions from existing coal-fired power plants. On June 19, 2019, the EPA repealed the CPP and replaced it with the ACE rule that establishes guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired power plants. Depending on the outcomes of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be material.

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 facilities. 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. Depending on any final action taken by the states with respect to impingement and entrainment, the future capital costs of compliance with these standards may be material.

On September 30, 2015, the EPA finalized new, more stringent effluent limits for the Steam Electric Power Generating category (40 CFR Part 423) for arsenic, mercury, selenium and nitrogen for wastewater from wet scrubber systems and zero discharge of pollutants in ash transport water. The treatment obligations phase-in as permits are renewed on a five-year cycle from 2018 to 2023. On April 13, 2017, the EPA granted a Petition for Reconsideration and on September 18, 2017, the EPA postponed certain compliance deadlines for two years. On November 4, 2019, the EPA issued a proposed rule revising the effluent limits for discharges from wet scrubber systems and extending the deadline for compliance to December 31, 2025. The EPA’s proposed rule retains the zero discharge standard and 2023 compliance date for ash transport water, but adds some allowances for discharge under certain circumstances. In addition, the EPA allows for less stringent limits for sub-categories of generating units based on capacity utilization, flow volume factors contributingfrom the scrubber system, and unit retirement date. Depending on the outcome of appeals and how any final rules are ultimately implemented, the future costs of compliance with these standards may be substantial and changes to changes in revenues:FirstEnergy's operations may result.

  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 volumesOn September 29, 2016, FirstEnergy received a request from the EPA for information pursuant to CWA Section 308(a) for information concerning boron exceedances of effluent limitations established in the Governmental Aggregation channel primarily reflectsNPDES Permit for the terminationformer Mitchell Power Station’s Mingo landfill, owned by WP. On November 1, 2016, WP provided an initial response that contained information related to a similar boron issue at the former Springdale Power Station’s landfill. The EPA requested additional information regarding the Springdale landfill and on November 15, 2016, WP provided a response and intends to fully comply with the Section 308(a) information request. On March 3, 2017, WP proposed to the PA DEP a re-route of its wastewater discharge to eliminate potential boron exceedances at the Springdale landfill. On January 29, 2018, WP submitted an FES customer contractNPDES permit renewal application to PA DEP proposing to re-route its wastewater discharge to eliminate potential boron exceedances at the Mingo landfill. On February 20, 2018, the DOJ issued a letter and tolling agreement on behalf of EPA alleging violations of the CWA at the Mingo landfill while seeking to enter settlement negotiations in 2016.lieu of filing a complaint. On November 4, 2019, the EPA proposed a penalty of nearly $1.3 million to settle alleged past boron exceedances at the Mingo and Springdale landfills. On December 17, 2019, WP responded to the EPA's settlement proposal but is unable to predict the outcome of this matter.

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 CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.

In April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards for 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. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. On July 17, 2018, the EPA Administrator signed a final rule extending the deadline for certain CCR facilities to cease disposal and commence closure activities, as well as, establishing less stringent groundwater monitoring and protection requirements. On August 21, 2018, the D.C. Circuit remanded sections of the CCR Rule to the EPA to provide additional safeguards for unlined CCR impoundments that are more protective of human health and the environment. On November 4, 2019, the EPA issued a proposed rule accelerating the


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date that certain CCR impoundments must cease accepting waste and initiate closure to August 31, 2020. The Direct, Governmental Aggregation,proposed rule, which includes a 60-day comment period, provides exceptions, which could allow extensions to closure dates.

FirstEnergy or 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 Mass Market customer base was approximately 900,000the 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 Sheets as of December 31, 2017, compared2019, based on estimates of the total costs of cleanup, FirstEnergy's proportionate responsibility for such costs and the financial ability of other unaffiliated entities to 1.1pay. Total liabilities of approximately $109 million have been accrued through December 31, 2019. Included in the total are accrued liabilities of approximately $77 million for environmental remediation of former MGP and gas holder facilities in New Jersey, which are being recovered by JCP&L through a non-bypassable SBC. FE or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the loss or range of losses cannot be determined or reasonably estimated at this time.

OTHER LEGAL PROCEEDINGS

Nuclear Plant Matters

Under NRC regulations, JCP&L, ME and PN must ensure that adequate funds will be available to decommission their retired nuclear facility, TMI-2. As of December 31, 2019, JCP&L, ME and PN had in total approximately $882 million invested in external trusts to be used for the decommissioning and environmental remediation of their retired TMI-2 nuclear generating facility. The values of these NDTs also fluctuate based on market conditions. If the values of the trusts decline by a material amount, the obligation to JCP&L, ME and PN 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.

On October 15, 2019, JCP&L, ME, PN and GPUN executed an asset purchase and sale agreement with TMI-2 Solutions, LLC, a subsidiary of EnergySolutions, LLC, concerning the transfer and dismantlement of TMI-2. This transfer of TMI-2 to TMI-2 Solutions, LLC will include the transfer of: (i) the ownership and operating NRC licenses for TMI-2; (ii) the external trusts for the decommissioning and environmental remediation of TMI-2; and (iii) related liabilities of approximately $900 million as of December 31, 2016. Although unit pricing was lower year-over-year2019. There can be no assurance that the transfer will receive the required regulatory approvals and, even if approved, whether the conditions to the closing of the transfer will be satisfied. On November 12, 2019, JCP&L filed a Petition with the NJBPU seeking approval of the transfer and sale of JCP&L’s entire 25% interest in TMI-2 to TMI-2 Solutions, LLC. Also on November 12, 2019, JCP&L, ME, PN, GPUN and TMI-2 Solutions, LLC filed an application with the NRC seeking approval to transfer the NRC license for TMI-2 to TMI-2 Solutions, LLC. Both proceedings are ongoing.

FES Bankruptcy

On March 31, 2018, FES, including its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C. and FGMUC, and FENOC filed voluntary petitions for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the Direct, Governmental AggregationBankruptcy Court. See Note 3, "Discontinued Operations," for additional information.

Other Legal Matters

There are various lawsuits, claims (including claims for asbestos exposure) and Mass Market channels,proceedings related to FirstEnergy's normal business operations pending against FE or its subsidiaries. The loss or range of loss in these matters is not expected to be material to FE or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 14, "Regulatory Matters."

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 decrease was primarily attributableamount 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 FE or its subsidiaries have legal liability or are otherwise made subject to lower capacity rates, as discussed below, which is a componentliability based on any of the matters referenced above, it could have a material adverse effect on FE'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 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 Notes to Consolidated Financial Statements.






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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 of unbilled sales and revenues requires management to make estimates regarding electricity available for retail price.

The decreaseload, transmission and distribution line losses, demand by customer class, applicable billing demands, weather-related impacts, number of days unbilled and tariff rates in POLReffect within each customer class. In connection with adopting the new revenue recognition guidance in 2018, FirstEnergy has elected the optional invoice practical expedient for most of $79 million was primarily due to both lower volumesits revenues and, lower unit prices. Structured revenue decreased $103 million, primarilywith the exception of JCP&L transmission revenues, utilizes the optional short-term contract exemption for transmission revenues due to the annual establishment of revenue requirements, which eliminates the need to provide certain revenue disclosures regarding unsatisfied performance obligations. See Note 2, "Revenue," for additional information.

Regulatory Accounting

FirstEnergy’s Regulated Distribution and Regulated Transmission segments are subject to regulations that set the prices (rates) the Utilities and the Transmission Companies 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. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items experienced at the Company and comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain regulatory assets are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific rate order. 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, "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. FirstEnergy considers the entire regulatory asset balance as the unit of account for the purposes of balance sheet classification rather than the next years recovery and as such net regulatory assets and liabilities are presented in the non-current section on the FirstEnergy Consolidated Balance Sheets.

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 recognizes 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 pre-tax pension and OPEB mark-to-market adjustment charged to earnings for the years ended December 31, 2019, 2018, and 2017, were $676 million, $145 million, and$141 million, respectively, of these amounts, approximately $2 million, $1 million, and $39 million are included in discontinued operations.

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 3.34%, 4.44% and 3.75% as of December 31, 2019, 2018 and 2017, respectively. The assumed discount rates for OPEB were 3.18%, 4.30% and 3.50% as of December 31, 2019, 2018 and 2017, respectively.

Effective in 2019, FirstEnergy changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for pension and OPEB plans. Historically, FirstEnergy estimated these components utilizing a single, weighted average discount rate derived from the yield curve used to measure the benefit obligation. FirstEnergy has elected to use a spot rate approach in the estimation of the components of benefit cost by applying specific spot rates along the full yield curve to the


70




relevant projected cash flows, as this provides a better estimate of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This election is considered a change in estimate and, accordingly, accounted for prospectively, and did not have a material impact on FirstEnergy's financial statements.

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 2019, FirstEnergy’s qualified pension and OPEB plan assets experienced gains of $1,492 millionor 20.2%, compared to losses of $371 million, or (4)% in 2018, and gains of $999 million, or 15.1% in 2017 and assumed a 7.50% rate of return on plan assets in 2019, 2018 and 2017, which generated $569 million, $605 million and $478 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 decrease or increase 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 2020 is 7.50%.

During 2019, the Society of Actuaries published new mortality tables that include more current data than the RP-2014 tables as well as new improvement scales. An analysis of FirstEnergy pension and OPEB plan mortality data indicated the use of the Pri-2012 mortality table with projection scale MP-2019 was most appropriate. As such, the Pri-2012 mortality table with projection scale MP-2019 was utilized to determine the 2019 benefit cost and obligation as of December 31, 2019 for the FirstEnergy pension and OPEB plans.The impact of lower market prices and lower structured transaction volumes.

Wholesale revenues decreased $451 million, primarily due tousing the Pri-2012 mortality table with projection scale MP-2019 resulted in a decrease to the projected benefit obligation approximately $29 million and $3 million for the pension and OPEB plans, respectively, and was included in capacity revenuethe 2019 pension and OPEB mark-to-market adjustment.

Based on discount rates of 3.34% for pension, 3.18% for OPEB and an estimated return on assets of 7.50%, FirstEnergy expects its 2020 pre-tax net periodic benefit credit to be approximately $108 million (excluding any actuarial mark-to-market adjustments that would be recognized in 2020 or impacts resulting from lower capacity auction pricesFES' emergence from bankruptcy). Upon the FES Debtors' emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and lower net gainsOPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax mark-to-market loss to be up to $400 million assuming a discount rate of approximately 3.10% to 3.35% and a return on financially settled contracts.the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020.

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 summarizesreflects the factors contributingportion of pension and OPEB costs that were charged to expense, including any pension and OPEB mark-to-market adjustments, in the changes in fuelthree years ended December 31, 2019, 2018, and purchased power costs in 2017 compared with 2016:2017:
  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)
Postemployment Benefits Expense (Credits) 2019 2018 2017
  (In millions)
Pension $622
 $200
 $247
OPEB (21) (158) (45)
Total $601
 $42
 $202


Fossil fuel costs decreased $198 million, primarily dueHealth care cost trends continue to increase and will affect future OPEB costs. The composite health care trend rate assumptions were approximately 6.0-5.5% in 2019 and 2018, gradually decreasing to 4.5% in later years. In determining FirstEnergy’s trend rate assumptions, included are the absencespecific provisions of approximately $58 millionFirstEnergy’s health care plans, the demographics and utilization rates of plan participants, actual cost increases experienced in settlementFirstEnergy’s health care plans, and termination costsprojections of future medical trend rates. The effects on coal contracts recognized in 2016, as well as lower generation associated with outages2020 pension 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), lowerOPEB 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 employeeperiodic benefit costs partially offset by lower refueling outage costs.from changes in key assumptions are as follows:
Retirement benefit costs decreased $12 million.
Increase in Net Periodic Benefit Costs from Adverse Changes in Key Assumptions
Transmission expenses decreased $62million, primarily due to lower contract sales volumes.
Assumption Adverse Change Pension OPEB Total
    (In millions)
Discount rate Decrease by 0.25% $360
 $16
 $376
Long-term return on assets Decrease by 0.25% $20
 $1
 $21
Health care trend rate Increase by 1.0% N/A
 $20
 $20

See Note 5, "Pension and Other operating expenses increased $72 million, primarily due to higher non-cash mark-to-market losses on commodity contract positions, partially offset byPostemployment Benefits," for additional information.

Income Taxes
FirstEnergy records income taxes in accordance with the absenceliability method 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 inaccounting. Deferred income taxes reflect 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.
Impairmentnet 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 charges decreased $6,591 million, primarily due to the absence of impairments recognized in 2016property. Deferred income tax liabilities related to goodwilltemporary tax and accounting basis differences


71




and tax credit carryforward items are recognized at the competitive generation assets resulting primarily fromstatutory income tax rates in effect when the strategic review announced in November 2016, partially offset by the impairments recognized in 2017 relatedliabilities are expected 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 deferredbe 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 in its financial statements using a benefit recognition model with a two-step approach, a more-likely-than-not recognition criterion and a measurement attribute that management believes,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 not be realized, as well assustained 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 impairment of $23 million of goodwill, which was non-deductiblerecognition threshold. FirstEnergy recognizes interest expense or income related to uncertain tax positions 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 tax purposes.income taxes.


See Note 7, "Taxes," for additional information on FirstEnergy income taxes.

Changes in Cash Position


As of December 31, 2019, FirstEnergy had $627 million of cash and cash equivalents and approximately $52 million of restricted cash compared to $367 million of cash and cash equivalents and approximately $62 million of restricted cash as of December 31, 2018, on the Consolidated Balance Sheets.

Cash Flows From Operating Activities


FES'FirstEnergy's most significant sources of cash are derived from electric service provided by the sales of energyits distribution and related products and services.transmission operating subsidiaries. The most significant use of cash from operating activities is buying electricity to buy electricity in the wholesale marketserve non-shopping customers and paypaying fuel suppliers, employees, tax authorities, lenders and others for a wide range of materialmaterials and services.


Net cash provided from operating activities was $727$2,467 million during 2017, $7862019, $1,410 million during 20162018 and $1,152$3,808 million during 2015. 2017.


20172019 compared with 20162018


Cash flows from operations decreased $59increased $1,057 million in 20172019 as compared with 2016.2018. 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.



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2016 compared with 2015

Cash flows from operations decreased $366 million in 2016 compared with 2015increased due to the following:


a $138$750 million decrease in cash contributioncontributions to the qualified pension plan;
higher cash collateral postingstransmission revenue reflecting a higher base rate and recovery of incremental operating expenses at ATSI and MAIT;
decrease to working capital primarily associated with higher margin requirements by counterparties due to FES' credit downgrading in 2016;higher receipts from customers;
lower storm costs; partially offset by
increased capacity revenues.lower revenues due to tax savings being provided to customers in relation to the Tax Act;

the absence of FES' cash from operations from the first quarter of 2018.



52




FirstEnergy's Consolidated Statements of Cash Flows combine cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of operating cash flow items from discontinued operations for the years ended December 31, 2019, 2018 and 2017:
  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Income (loss) from discontinued operations $8
 $326
 $(1,435)
Gain on disposal, net of tax (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 
 110
 333
Deferred income taxes and investment tax credits, net 47
 61
 (842)
Unrealized (gain) loss on derivative transactions 
 (10) 81

Cash Flows From Financing Activities


In 2017, cash used for financing activities was $166 million, compared to cashCash provided from financing activities of $56was $656 million and $1,394 million in 2016,2019 and 2018, respectively, compared to cash used for financing activities of $273$702 million in 2015.2017. The following table summarizes new equity and debt financing, redemptions, repayments, make-whole premiums paid on debt redemptions short-term borrowings and dividends:
 For the Years Ended December 31 For the Years Ended December 31,
Securities Issued or Redeemed / Repaid 2017 2016 2015 2019 2018 2017
 (In millions) (In millions)
New Issues  
  
  
  
  
  
Preferred stock issuance $
 $1,616
 $
Common stock issuance 
 850
 
Unsecured notes 1,850
 850
 3,800
PCRBs $
 $471
 $341
 
 74
 
FMBs 450
 50
 625
Term loan 
 500
 250
 $2,300
 $3,940
 $4,675
            
Redemptions / Repayments  
  
  
  
  
  
Unsecured notes $(725) $(555) $(1,330)
PCRBs $(158) $(484) $(316) 
 (216) (158)
FMBs (1) (325) (725)
Term loan 
 (1,450) 
Senior secured notes (5) (23) (95) (63) (62) (78)
 $(163) $(507) $(411) $(789) $(2,608) $(2,291)
            
Tender premiums paid on debt redemptions $
 $(89) $
      
Short-term borrowings (repayments), net $4
 $101
 $(126) $
 $950
 $(2,375)
            
Preferred stock dividend payments $(6) $(61) $
      
Common stock dividend payments $
 $
 $(70) $(814) $(711) $(639)


On January 10, 2019, ME issued $500 million of 4.30% senior notes due 2029. Proceeds from the issuance of senior notes were primarily used to refinance existing indebtedness, including ME’s $300 million of 7.70% senior notes due 2019, and borrowings outstanding under the FE regulated utility money pool and the FE Facility, to fund capital expenditures, and for other general corporate purposes.



53




On February 8, 2019, JCP&L issued $400 million of 4.30% senior notes due 2026. Proceeds from the issuance of the senior notes were primarily used to refinance existing indebtedness, including amounts outstanding under the FE regulated utility money pool incurred in connection with the repayment at maturity of JCP&L’s $300 million of 7.35% senior notes due 2019 and the funding of storm recovery and restoration costs and expenses, to fund capital expenditures and working capital requirements and for other general corporate purposes.

On March 1, 2017, FG retired $2828, 2019, FET issued $500 million of PCRBs at maturity.4.55% senior notes due 2049. Proceeds from the issuance of the senior notes were used primarily to support FET’s capital structure, to repay short-term borrowings outstanding under the FE unregulated money pool, to finance capital improvements, and for other general corporate purposes, including funding working capital needs and day-to-day operations.


On April 15, 2019, ATSI issued $100 million of 4.38% senior notes due 2031. Proceeds from the issuance of the senior notes were used primarily to repay short-term borrowings, to fund capital expenditures and working capital needs, and for other general corporate purposes.

On May 21, 2019, WP issued $100 million of 4.22% FMBs due 2059. Proceeds from the issuance of the FMBs were or are, as the case may be, used to refinance existing indebtedness, to fund capital expenditures, and for other general corporate purposes.

On June 1, 2017, FG repurchased approximately $1303, 2019, PN issued $300 million of PCRBs, which3.60% senior notes due 2029. Proceeds from the issuance of the senior notes were subjectused to a mandatory put on such date. FG is currently holding these PCRBs indefinitely.refinance existing indebtedness, including amounts outstanding under the FE regulated companies’ money pool incurred in connection with the repayment at maturity of PN’s $125 million of 6.63% senior notes due 2019, to fund capital expenditures, and for other general corporate purposes.


On June 5, 2019, AGC issued $50 million of 4.47% senior unsecured notes due 2029. Proceeds from the issuance of the senior notes were used to improve liquidity, re-establish the debt component within its capital structure following the recent redemption of all of its existing long-term debt, and satisfy working capital requirements and other general corporate purposes.

On August 15, 2019, WP issued $150 million of 4.22% FMBs due 2059. Proceeds were used to refinance existing indebtedness, fund capital expenditures and for other general corporate purposes.

On November 14, 2019, MP issued $155 million of 3.23% FMBs due 2029 and $45 million of 3.93% FMBs due 2049. Proceeds were used to refinance existing debt, to fund capital expenditures, and for other general corporate purposes.

Cash Flows From Investing Activities


Cash used for investing activities in 20172019 principally represented cash used for property additions and nuclear fuel.additions. The following table summarizes investing activities for 2017, 20162019, 2018 and 2015:2017:
 For the Years Ended December 31 For the Years Ended December 31,
Cash Used for Investing Activities 2017 2016 2015 2019 2018 2017
 (In millions) (In millions)
Property additions $275
 $546
 $627
Property Additions:      
Regulated Distribution $1,473
 $1,411
 $1,191
Regulated Transmission 1,090
 1,104
 1,030
Corporate/Other 102
 160
 366
Nuclear fuel 254
 232
 190
 
 
 254
Proceeds from asset sales 
 (9) (13) (47) (425) (388)
Investments 62
 56
 68
 38
 54
 98
Notes receivable from affiliated companies 
 500
 
Asset removal costs 217
 218
 172
Other (29) 17
 7
 
 (4) 
 $562
 $842
 $879
 $2,873
 $3,018
 $2,723


20172019 compared with 20162018


Cash used for investing activityactivities in 20172019 decreased $280$145 million compared to 2016,2018, primarily due to lower property additions. Property additions decreased primarily due to lower capital expenditures related to outagesthe decrease in notes receivable from affiliated companies resulting from FES's borrowings from the committed line of credit available under the secured credit facility with FE during the first quarter of 2018 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,investments, partially offset by an increase in nuclear fuel purchases. Property additions decreased due tolower proceeds from asset sales.



54




FirstEnergy's Consolidated Statements of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the purchasemajor classes of investing cash flow items from discontinued operations for the non-affiliated leasehold interest in Perry Unit 1 during 2015. The increase in nuclear fuel was due to the scheduled Davis-Besse refuelingyears ended December 31, 2019, 2018 and maintenance outage in 2016.2017:
  For the Years Ended December 31,
(In millions) 2019 2018 2017
   
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions $
 $(27) $(317)
Nuclear fuel 
 
 (254)
Sales of investment securities held in trusts 
 109
 940
Purchases of investment securities held in trusts 
 (122) (999)

REGULATORY ASSETS AND LIABILITIES
Market Risk Information

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, the Utilities and the Transmission Companies net their regulatory assets and liabilities based on federal and state jurisdictions.

Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain of these regulatory assets, totaling approximately $111 million as of December 31, 2019, are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific order.

The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 2019 and December 31, 2018, and the changes during the year ended December 31, 2019:
Net Regulatory Assets (Liabilities) by Source December 31,
2019
 December 31,
2018
 Change
  (In millions)
Regulatory transition costs $(8) $49
 $(57)
Customer payables for future income taxes (2,605) (2,725) 120
Nuclear decommissioning and spent fuel disposal costs (197) (148) (49)
Asset removal costs (756) (787) 31
Deferred transmission costs 298
 170
 128
Deferred generation costs 214
 202
 12
Deferred distribution costs 155
 208
 (53)
Contract valuations 51
 72
 (21)
Storm-related costs 551
 500
 51
Other 36
 52
 (16)
Net Regulatory Liabilities included on the Consolidated Balance Sheets $(2,261) $(2,407) $146

The following is a description of the regulatory assets and liabilities described above:

Regulatory transition costs - Includes the recovery of PN above-market NUG costs; JCP&L costs incurred during the transition to a competitive retail market and under-recovered during the period from August 1, 1999 through July 31, 2003; and JCP&L costs associated with BGS, capacity and ancillary services, net of all revenues from the sale of the committed supply in the wholesale market. Amounts are amortized primarily through 2021.

Customer payables for future income taxes - Reflects amounts to be recovered or refunded through future rates to pay income taxes that become payable when rate revenue is provided to recover items such as AFUDC-equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to tax rate changes such as tax reform. These amounts are being amortized over the period in which the related deferred tax assets reverse, which is generally over the expected life of the underlying asset.



55




Nuclear decommissioning and spent fuel disposal costs - Reflects a regulatory liability representing amounts collected from customers and placed in external trusts including income, losses and changes in fair value thereon (as well as accretion of the related ARO) primarily for the future decommissioning of TMI-2.

Asset removal costs - Primarily represents the rates charged to customers that include a provision for the cost of future activities to remove assets, including obligations for which an ARO has been recognized, that are expected to be incurred at the time of retirement.

Deferred transmission costs - Principally represents differences between revenues earned based on actual costs for the formula-rate Transmission Companies and the amounts billed. Amounts are recorded as a regulatory asset or liability and recovered or refunded, respectively, in subsequent periods.

Deferred generation costs - Primarily relates to regulatory assets associated with the securitized recovery of certain electric customer heating discounts, fuel and purchased power regulatory assets at the Ohio Companies (amortized through 2034) as well as the ENEC at MP and PE. 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. The ENEC rate is updated annually.

Deferred distribution costs - Primarily relates to the Ohio Companies' deferral of certain expenses resulting from distribution and reliability related expenditures, including interest, and are amortized through 2036.

Contract valuations - Includes the changes in fair value of PN above-market NUG costs and the amortization of purchase accounting adjustments at MP and PE which were recorded in connection with the AE merger representing the fair value of NUG purchased power contracts (amortized over the life of the contracts with various end dates from 2034 through 2036).

Storm-related costs - Relates to the recovery of storm costs, which vary by jurisdiction. Approximately $193 million and $232 million are currently being recovered through rates as of December 31, 2019 and 2018, respectively.

The following table provides information about the composition of net regulatory assets that do not earn a current return as of December 31, 2019 and 2018, of which approximately $228 million and $290 million, respectively, are currently being recovered through rates over varying periods depending on the nature of the deferral and the jurisdiction.
Regulatory Assets by Source Not Earning a Current Return December 31,
2019
 December 31,
2018
 Change
    (in millions)  
Regulatory transition costs $7
 $10
 $(3)
Deferred transmission costs 27
 80
 (53)
Deferred generation costs 15
 8
 7
Storm-related costs 471
 363
 108
Other 25
 42
 (17)
Regulatory Assets Not Earning a Current Return $545
 $503
 $42



56




CONTRACTUAL OBLIGATIONS

As of December 31, 2019, FirstEnergy's estimated undiscounted cash payments under existing contractual obligations that it considers firm obligations are as follows:
Contractual Obligations Total 2020 2021-2022 2023-2024 Thereafter
  (In millions)
Long-term debt(1)
 $20,066
 $364
 $2,024
 $2,440
 $15,238
Short-term borrowings 1,000
 1,000
 
 
 
Interest on long-term debt(2)
 12,131
 928
 1,781
 1,581
 7,841
Operating leases(3)
 339
 40
 80
 65
 154
Finance leases(3)
 80
 20
 32
 12
 16
Fuel and purchased power(4)
 1,687
 540
 770
 377
 
Capital expenditures(5)
 1,445
 503
 573
 369
 
Pension funding 1,385
 
 159
 721
 505
FES bankruptcy settlement agreement(6)
 853
 853
 
 
 
Intercompany tax allocation agreement(7)
 100
 100
 
 
 
Total $39,086
 $4,348
 $5,419
 $5,565
 $23,754

(1)
Excludes unamortized discounts and premiums, fair value accounting adjustments and finance leases.
(2)
Interest on variable-rate debt based on rates as of December 31, 2019.
(3)
See Note 8, "Leases," of the Notes to Consolidated Financial Statements.
(4)
Amounts under contract with fixed or minimum quantities based on estimated annual requirements.
(5)
Amounts represent committed capital expenditures as of December 31, 2019.
(6)
Assumes FES Debtors emergence in 2020, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on settlement.
(7)
Estimated amounts owed to the FES Debtors under the intercompany tax allocation agreement for the 2018 and 2019 tax returns, see Note 1, "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for further discussion on tax sharing agreement with the FES Debtors.

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 $2.6 billion in 2020.

The table above also excludes regulatory liabilities (see Note 14, "Regulatory Matters"), AROs (see Note 13, "Asset Retirement Obligations"), reserves for litigation, injuries and damages, environmental remediation, and annual insurance premiums, including nuclear insurance (see Note 15, "Commitments, Guarantees and 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

JCP&L, ME and PN maintain property damage insurance provided by NEIL for their interest in the retired TMI- 2 nuclear facility, a permanently shut down and defueled facility. Under these arrangements, up to $150 million of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. JCP&L, ME and PN pay annual premiums and are subject to retrospective premium assessments of up to approximately $1.2 million during a policy year.

JCP&L, ME and PN intend to maintain insurance against nuclear risks as long as it is available. To the extent that property damage, decontamination, decommissioning, repair and replacement costs and other such costs arising from a nuclear incident at any of JCP&L, ME or PN’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 JCP&L, ME or PN’s insurance policies, or to the extent such insurance becomes unavailable in the future, JCP&L, ME or PN would remain at risk for such costs.

The Price-Anderson Act limits public liability relative to a single incident at a nuclear power plant. In connection with TMI-2, JCP&L, ME and PN carry the required ANI third party liability coverage and also have coverage under a Price Anderson indemnity agreement issued by the NRC. The total available coverage in the event of a nuclear incident is $560 million, which is also the limit of public liability for any nuclear incident involving TMI-2.
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


57




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, 2019, was approximately $1.6 billion, as summarized below:
Guarantees and Other Assurances Maximum Exposure
  (In millions)
FE's Guarantees on Behalf of the FES Debtors  
Surety Bonds - FG(1)
 $200
Deferred compensation arrangements 150
  350
FE's Guarantees on Behalf of its Consolidated Subsidiaries  
AE Supply asset sales(2)
 555
Deferred compensation arrangements 466
Fuel related contracts and other 10
  1,031
FE's Guarantees on Other Assurances  
Global Holding Facility 114
Surety Bonds 135
LOCs and other 16
  265
Total Guarantees and Other Assurances $1,646

(1)
FE provides credit support for FG surety bonds for $169 million and $31 million for the benefit of the PA DEP with respect to LBR CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.
(2)
As a condition to closing AE Supply's sale of four natural gas generating plants in December 2017, FE provided the purchaser two limited three-year guarantees totaling $555 million of certain obligations of AE Supply and AGC. In connection with the FES Bankruptcy settlement agreement, FirstEnergy has provided certain additional guarantees to FG for retained environmental liabilities of AE Supply related to the Pleasants Power Station and the McElroy's Run CCR disposal facility.

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 AE Supply's power portfolio exposure as of December 31, 2019, AE Supply has posted no collateral. The Utilities and Transmission Companies have posted no collateral.

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. The following table discloses the potential additional credit rating contingent contractual collateral obligations as of December 31, 2019:
Potential Collateral Obligations
AE Supply
Utilities
and FET
 FE Total


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

 36
 
 36
Surety Bonds (Collateralized Amount)(1)


 63
 257
 320
Total Exposure from Contractual Obligations
$1
 $99
 $257
 $357



58




(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 CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.

Other Commitments and Contingencies

FE is a guarantor under a $120 million syndicated senior secured term loan facility due November 12, 2024, under which Global Holding's outstanding principal balance is $114 million as of December 31, 2019. In addition to 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, continue to provide their joint and several guaranties of the obligations of Global Holding under the facility.

In connection with the 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.
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


FES is exposedFirstEnergy has limited exposure to financial risks resulting from fluctuating commodity prices, including prices for electricity, natural gas, coal and energy transmission. FirstEnergy's Risk PolicyManagement 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

The valuation 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 asis based on observable market information. As of December 31, 2017, are summarized by year2019, FirstEnergy has a net liability of $13 million 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 onnon-hedge derivative contracts held asthat are primarily related to NUG contracts at certain of December 31, 2017, an increase in commodity prices of 10% would decrease net income by approximately $4 million during the next twelve months.Utilities. NUG contracts are subject to regulatory accounting and do not impact earnings.
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%  



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Equity Price Risk


As of December 31, 2019, the FirstEnergy pension plan assets were allocated approximately as follows: 29% in equity securities, 36% in fixed income securities, 9% in hedge funds, 2% in insurance-linked securities, 7% in real estate, 4% in private equity and 13% in cash and short-term securities. A decline in the value of pension plan assets could result in additional funding requirements. FirstEnergy’s funding policy is based on actuarial computations using the projected unit credit method. On February 1, 2019, FirstEnergy made a $500 million voluntary cash contribution to the qualified pension plan. FirstEnergy expects no required contributions through 2021. See Note 5, "Pension and Other Postemployment Benefits," of the Notes to Consolidated Financial Statements for additional details on FirstEnergy's pension and OPEB plans. Through December 31, 2019, FirstEnergy's pension plan assets have earned approximately 20.3% as compared to an annual expected return on plan assets of 7.50%.

As of December 31, 2019, FirstEnergy's OPEB plans were invested in fixed income and equity securities. Through December 31, 2019, FirstEnergy's OPEB plans have earned approximately 18.1% as compared to an annual expected return on plan assets of 7.50%.

NDT funds have been established to satisfy NG’sJCP&L, ME and PN's nuclear decommissioning obligations. Includedobligations associated with TMI-2. As of December 31, 2019, approximately 15% and 85% of the funds were invested in FES' NDT are fixed income equitiessecurities and short-term investments, respectively, with limitations related to concentration and investment grade ratings. The investments are carried at their market values of approximately $970 million, $810$135 million and $73$763 million for fixed income securities and short-term investments, respectively, as of December 31, 2017,2019, excluding $3$16 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' NDTJCP&L, ME and PN’s NDTs or a significant escalation in estimated decommissioning costs could result in additional funding requirements. During 2017, FES2019, JCP&L, ME and PN made no contributions to the NDTs.



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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 new debt securities.
Comparison of Carrying Value to Fair Value
Year of Maturity 2020
2021
2022
2023
2024
There-after
Total
Fair Value
  (In millions)
Assets:                
Investments Other Than Cash and Cash Equivalents:                
Fixed Income $
 $
 $
 $
 $
 $401
 $401
 $401
Average interest rate % % % % % 3.0% 3.0%  
                 
Liabilities:                
Long-term Debt:                
Fixed rate $364
 $132
 $1,142
 $1,194
 $1,246
 $15,238
 $19,316
 $22,178
Average interest rate 5.4% 3.7% 4.1% 4.1% 4.7% 4.9% 4.8%  
Variable rate $
 $750
 $
 $
 $
 $
 $750
 $750
Average interest rate % 2.5% % % % % 2.5%  

FirstEnergy recognizes 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. A primary factor contributing to these actuarial gains and losses are changes in the discount rates used to value pension and OPEB obligations as of the measurement date and the difference between expected and actual returns on the plans’ assets. Upon the FES Debtors' emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax mark-to-market loss to be up to $400 million assuming a discount rate of approximately 3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020.

CREDIT RISK
Credit Risk


Credit risk is defined as the risk that FirstEnergy would incur a counterparty toloss as a transaction will be unable to fulfill itsresult of nonperformance by counterparties of their 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 throughFirstEnergy maintains credit policies and procedures whichwith respect to counterparty credit (including requirement that counterparties maintain specified credit ratings) and require other assurances in the form of credit support or collateral in certain circumstance in order to limit counterparty credit risk. However, FirstEnergy, as applicable, has concentrations of suppliers and customers among electric utilities, financial institutions and energy marketing and trading companies. These concentrations may impact FirstEnergy's overall exposure to credit risk, positively or negatively, as counterparties may be similarly affected by changes in economic, regulatory or other conditions. In the event an energy supplier of the Ohio Companies, Pennsylvania Companies, JCP&L or PE defaults on its obligation, the affected company would be required to seek replacement power in the market. In general, subject to regulatory review or other processes, appropriate incremental costs incurred by these entities would be recoverable from customers through applicable rate mechanisms, thereby mitigating the financial risk for these entities. FirstEnergy's credit policies to manage credit risk include the use of an established credit approval process, daily credit mitigation provisions, such as margin, prepayment or collateral requirements. FirstEnergy and its subsidiaries may request additional credit assurance, in certain circumstances, in the event that the counterparties' credit ratings fall below investment grade, their tangible net worth falls below specified percentages or their exposures exceed an established credit limit.
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 New Jersey by the NJBPU, in Ohio by the PUCO, 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. Further, if any of the FirstEnergy affiliates were to engage in the construction of significant new transmission facilities, depending on the state, they may be required to obtain state regulatory authorization to site, construct and operate the new transmission facility.



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The following table summarizes the key terms of distribution rate orders in effect for the Utilities:
CompanyRates EffectiveAllowed Debt/EquityAllowed ROE
CEIMay 200951% / 49%10.5%
ME(1)
January 201748.8% / 51.2%
Settled(2)
MPFebruary 201554% / 46%
Settled(2)
JCP&LJanuary 201755% / 45%9.6%
OEJanuary 200951% / 49%10.5%
PE (West Virginia)February 201554% / 46%
Settled(2)
PE (Maryland)March 201947% / 53%9.65%
PN(1)
January 201747.4% / 52.6%
Settled(2)
Penn(1)
January 201749.9% / 50.1%
Settled(2)
TEJanuary 200951% / 49%10.5%
WP(1)
January 201749.7% / 50.3%
Settled(2)
(1)Reflects filed debt/equity as final settlement/orders do not specifically include capital structure.
(2) Commission-approved settlement agreements did not disclose ROE rates.

MARYLAND

PE operates under MDPSC approved base rates that were effective as of March 23, 2019. PE also 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-party monitor. Although settlements with respect to SOS supply for PE customers have expired, service continues in the same manner until changed by order of the MDPSC. PE recovers its costs plus a return for providing SOS.

The EmPOWER Maryland program requires each electric utility to file a plan to reduce electric consumption and demand 0.2% per year, up to the ultimate goal of 2% annual savings, for the duration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs and services are available. PE's approved 2018-2020 EmPOWER Maryland 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. PE 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.

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 in connection with a 2016 MDPSC 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. PE proposed an electric vehicle charging infrastructure program at a projected total cost of $12 million, to be recovered over a five-year amortization. On January 14, 2019, the MDPSC approved the petition subject to certain reductions in the scope of the program. The MDPSC approved PE’s compliance filing, which implements the pilot program, with minor modifications, on July 3, 2019.

On August 24, 2018, PE filed a base rate case with the MDPSC, which it supplemented on October 22, 2018, to update the partially forecasted test year with a full twelve months of actual data. The rate case requested an annual increase in base distribution rates of $19.7 million, plus creation of an EDIS to fund four enhanced service reliability programs. In responding to discovery, PE revised its request for an annual increase in base rates to $17.6 million. The proposed rate increase reflected $7.3 million in annual savings for customers resulting from the recent federal tax law changes. On March 22, 2019, the MDPSC issued a final order that approved a rate increase of $6.2 million, approved three of the four EDIS programs for four years, directed PE to file a new depreciation study within 18 months, and ordered the filing of a new base rate case in four years to correspond to the ending of the approved EDIS programs.

NEW JERSEY

JCP&L operates under NJBPU approved rates that were effective as of January 1, 2017. JCP&L provides BGS for retail customers who do not choose a third-party EGS and for customers of third-party EGSs that fail to provide the contracted service. 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.

On April 18, 2019, pursuant to the May 2018 New Jersey enacted legislation establishing a ZEC program to provide ratepayer funded subsidies of New Jersey nuclear energy supply, the NJBPU approved the implementation of a non-bypassable, irrevocable ZEC charge for all New Jersey electric utility customers, including JCP&L’s customers. Once collected from customers by JCP&L, these funds will be remitted to eligible nuclear energy generators.


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In December 2017, the NJBPU issued proposed rules to modify its current CTA policy in base rate cases to: (i) calculate savings using a five-year look back from the beginning of the test year; (ii) allocate savings with 75% retained by the company and 25% allocated to ratepayers; and (iii) exclude transmission assets of electric distribution companies in the savings calculation, which were published in the NJ Register in the first quarter of 2018.JCP&L filed comments supporting the proposed rulemaking. On January 17, 2019, the NJBPU approved the proposed CTA rules with no changes. On May 17, 2019, the Rate Counsel filed an appeal with the Appellate Division of the Superior Court of New Jersey. JCP&L is contesting this appeal but is unable to predict the outcome of this matter.

Also in December 2017, 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. On July 13, 2018, JCP&L filed an infrastructure plan, JCP&L Reliability Plus, which proposed to accelerate $386.8 million of electric distribution infrastructure investment over four years to enhance the reliability and resiliency of its distribution system and reduce the frequency and duration of power outages. On April 23, 2019, JCP&L filed a Stipulation of Settlement with the NJBPU on behalf of the JCP&L, Rate Counsel, NJBPU Staff and New Jersey Large Energy Users Coalition, which provides that JCP&L will invest up to approximately $97 million in capital investments beginning on June 1, 2019 through December 31, 2020. JCP&L shall seek recovery of the capital investment through an accelerated cost recovery mechanism, provided for in the rules, that includes a revenue adjustment calculation and a process for two rate adjustments. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modifications. Pursuant to the Stipulation, JCP&L filed a petition on September 16, 2019, to seek approval of rate adjustments to provide for cost recovery established with JCP&L Reliability Plus.

On January 31, 2018, the NJBPU instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of New Jersey utilities. The NJBPU ordered New Jersey utilities to: (1) defer on their books the impacts of the Tax Act effective January 1, 2018; (2) to file tariffs effective April 1, 2018, reflecting the rate impacts of changes in current taxes; and (3) to file tariffs effective July 1, 2018, reflecting the rate impacts of changes in deferred taxes. On March 2, 2018, JCP&L filed a petition with the NJBPU, which included proposed tariffs for a base rate reduction of $28.6 million effective April 1, 2018, and a rider to reflect $1.3 million in rate impacts of changes in deferred taxes. On March 26, 2018, the NJBPU approved JCP&L’s rate reduction effective April 1, 2018, on an interim basis subject to refund, pending the outcome of this proceeding. On April 23, 2019, JCP&L filed a Stipulation of Settlement on behalf of the Rate Counsel, NJBPU Staff, and the New Jersey Large Energy Users Coalition with the NJBPU. The terms of the Stipulation of Settlement provide that between January 1, 2018 and March 31, 2018, JCP&L’s refund obligation is estimated to be approximately $7 million, which was refunded to customers in 2019. The Stipulation of Settlement also provides for a base rate reduction of $28.6 million, which was reflected in rates on April 1, 2018, and a Rider Tax Act Adjustment for certain items over a five-year period. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modification.

JCP&L expects to file a distribution base rate case in New Jersey in February 2020, which will seek to recover certain costs associated with providing safe and reliable electric service to JCP&L customers, along with recovery of previously incurred storm costs.

OHIO

The Ohio Companies operate under base distribution rates approved by the PUCO effective in 2009. The Ohio Companies’ residential and commercial base distribution revenues are decoupled, through a mechanism that took effect on February 1, 2020, to the base distribution revenue and lost distribution revenue associated with energy efficiency and peak demand reduction programs recovered as of the twelve-month period ending on December 31, 2018.The Ohio Companies currently operate under ESP IV effective June 1, 2016, and continuing through May 31, 2024, that continues the supply of power to non-shopping customers at a market-based price set through an auction process. 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 $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. In addition, ESP IV includes: (1) continuation of a base distribution rate freeze through May 31, 2024; (2) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs; (3) a goal across FirstEnergy to reduce CO2 emissions by 90% below 2005 levels by 2045; and (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and job retention in the 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.

ESP IV further provided for the Ohio Companies to collect through Rider DMR $132.5 million annually for three years beginning in 2017, grossed up for federal income taxes, resulting in an approved amount of approximately $168 million annually in 2018 and 2019. Revenues from Rider DMR are excluded from the significantly excessive earnings test. On appeal, the SCOH, on June 19, 2019, reversed the PUCO’s determination that Rider DMR is lawful, and remanded the matter to the PUCO with instructions to remove Rider DMR from ESP IV. On August 20, 2019, the SCOH denied the Ohio Companies’ motion for reconsideration. The PUCO entered an Order directing the Ohio Companies to cease further collection through Rider DMR, credit back to customers a refund of Rider DMR funds collected since July 2, 2019, and remove Rider DMR from ESP IV. On October 1, 2019, the Ohio


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Companies implemented PUCO approved tariffs to refund approximately $28 million to customers, including Rider DMR revenues billed from July 2, 2019 through August 31, 2019.

On July 15, 2019, OCC filed a Notice of Appeal with the SCOH, challenging the PUCO’s exclusion of Rider DMR revenues from the determination of the existence of significantly excessive earnings under ESP IV for calendar year 2017 and claiming a $42 million refund is due to OE customers. The Ohio Companies are contesting this appeal but are unable to predict the outcome of this matter.

Under Ohio law, the Ohio Companies are required to implement energy efficiency programs that achieve certain annual energy savings and total peak demand reductions. The Ohio Companies’ 2017-2019 plan includes a portfolio of energy efficiency programs targeted to a variety of customer segments. The Ohio Companies anticipate the cost of the plan will be approximately $268 million over the life of the plan and such costs are expected to be recovered through the Ohio Companies’ existing rate mechanisms. On November 21, 2017, the PUCO issued an order that approved the proposed plan with several modifications, including a cap on the Ohio Companies’ collection of program costs and shared savings set at4% of the Ohio Companies’ total sales to customers. On October 15, 2019, the SCOH reversed the PUCO’s decision to impose the 4% cost-recovery cap and remanded the matter to the PUCO for approval of the portfolio plans without the cost-recovery cap.

On July 23, 2019, Ohio enacted legislation establishing support for nuclear energy supply in Ohio. In addition to the provisions supporting nuclear energy, the legislation included a provision implementing a decoupling mechanism for Ohio electric utilities. The legislation also is ending current energy efficiency program mandates on December 31, 2020, provided statewide energy efficiency mandates are achieved as determined by the PUCO. On October 23, 2019, the PUCO solicited comments on whether the PUCO should terminate the energy efficiency programs once the statewide energy efficiency mandates are achieved. Opponents to the legislation sought to submit it to a statewide referendum, and stay its effect unless and until approved by a majority of Ohio voters. Petitioners filed a lawsuit in the U.S. District Court for the Southern District of Ohio seeking additional time to gather signatures in support of a referendum. Petitioners failed to file the necessary number of petition signatures, and the legislation took effect on October 22, 2019. On October 23, 2019, the U.S. District Court denied petitioners’ request for more time, and certified questions of state law to the SCOH to answer. Petitioners appealed the U.S. District Court’s decision to the U.S. Court of Appeals for the Sixth Circuit. The Petitioners ended their challenge to the legislation voluntarily at the end of January 2020 causing the dismissal of the appeal, the lawsuit before the U.S District Court, and the proceedings before the SCOH.

On November 21, 2019, the Ohio Companies applied to the PUCO for approval of a decoupling mechanism, which would set residential and commercial base distribution related revenues at the levels collected in 2018. As such, those base distribution revenues would no longer be based on electric consumption, which allows continued support of energy efficiency initiatives while also providing revenue certainty to the Ohio Companies. On January 15, 2020, the PUCO approved the Ohio Companies’ decoupling application, and the decoupling mechanism took effect on February 1, 2020.

In February 2016, the Ohio Companies filed a Grid Modernization Business Plan for PUCO consideration and approval, as required by the terms of ESP IV. On December 1, 2017, the Ohio Companies filed an application with the PUCO for approval of a DPM Plan, a portfolio 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. Also, on January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act on Ohio utilities’ rates and determine the appropriate course of action to pass benefits on to customers. On November 9, 2018, the Ohio Companies filed a settlement agreement that provides for the implementation of the first phase of grid modernization plans, including the investment of $516 million over three years to modernize the Ohio Companies’ electric distribution system, and for all tax savings associated with the Tax Act to flow back to customers. As part of the agreement, the Ohio Companies also filed an application for approval of a rider to return the remaining tax savings to customers following PUCO approval of the settlement. On January 25, 2019, the Ohio Companies filed a supplemental settlement agreement that keeps intact the provisions of the settlement described above and adds further customer benefits and protections, which broadened support for the settlement. The settlement had broad support, including PUCO Staff, the OCC, representatives of industrial and commercial customers, a low-income advocate, environmental advocates, hospitals, competitive generation suppliers and other parties. On July 17, 2019, the PUCO approved the settlement agreement with no material modifications. On September 11, 2019, the PUCO denied the application for rehearing of environmental advocates who were not parties to the settlement.

The Ohio Companies’ Rider NMB is designed to recover NMB transmission-related costs imposed on or charged to the Ohio Companies by FERC or PJM. On December 14, 2018, the Ohio Companies filed an application for a review of their 2019 Rider NMB, including recovery of future Legacy RTEP costs and previously absorbed Legacy RTEP costs, net of refunds received from PJM. On February 27, 2018, the PUCO issued an order directing the Ohio Companies to file revised final tariffs recovering Legacy RTEP costs incurred since May 31, 2018, but excluding recovery of approximately $95 million in Legacy RTEP costs incurred prior to May 31, 2018, net of refunds received from PJM. The PUCO solicited comments on whether the Ohio Companies should be permitted to recover the Legacy RTEP charges incurred prior to May 31, 2018. On October 9, 2019, the PUCO approved the recovery of the $95 million of previously excluded Legacy RTEP charges.



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PENNSYLVANIA

The Pennsylvania Companies operate under rates approved by the PPUC, effective as of January 27, 2017. These rates were adjusted for the net impact of the Tax Act, effective March 15, 2018. The net impact of the Tax Act for the period January 1, 2018 through March 14, 2018 must also be separately tracked for treatment in a future rate proceeding. The Pennsylvania Companies operate under DSPs for the June 1, 2019 through May 31, 2023 delivery period, which provide for the competitive procurement of generation supply for customers who do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service.

Under the 2019-2023 DSPs, supply will 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 also include modifications to the Pennsylvania Companies’ POR programs in order to continue their clawback pilot program as a long-term, permanent program term, modifications to the Pennsylvania Companies’ customer class definitions to allow for the introduction of hourly priced default service to customers at or above 100kW, customer assistance program shopping limitations, and script modifications related to the Pennsylvania Companies' customer referral programs. 

Pursuant to Pennsylvania Act 129 of 2008 and PPUC orders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. The Pennsylvania Companies’ Phase III EE&C plans for the June 2016 through May 2021 period, which were approved in March 2016, with expected costs up to $390 million, are designed to achieve the targets established in the PPUC’s Phase III Final Implementation Order with full recovery through the reconcilable EE&C riders.

Pennsylvania EDCs may establish a DSIC to recover costs of infrastructure improvements and costs related to highway relocation projects with PPUC approval. LTIIPs outlining infrastructure improvement plans for PPUC review and approval must be filed prior to approval of a DSIC. 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. Following a periodic review of the LTIIPs in 2018 as required by regulation once every five years, the PPUC entered an Order concluding that the Pennsylvania Companies have substantially adhered to the schedules and expenditures outlined in their LTIIPs, but that changes to the LTIIPs as designed are necessary to maintain and improve reliability and directed the Pennsylvania Companies to file modified or new LTIIPs. On May 23, 2019, the PPUC approved the Pennsylvania Companies’ Modified LTIIPs that revised LTIIP spending in 2019 of approximately $45 million by ME, $25 million by PN, $26 million by Penn and $51 million by WP, and terminating at the end of 2019. On August 30, 2019, the Pennsylvania Companies filed Petitions for approval of proposed LTIIPs for the five-year period beginning January 1, 2020 and ending December 31, 2024 for a total capital investment of approximately $572 million for certain infrastructure improvement initiatives. On January 16, 2020, the PPUC approved the LTIIPs without modification, as well as directed the Pennsylvania Companies to submit corrective action plans by March 16, 2020, which outline how they will reduce their pole replacement backlogs over a five-year period to a rolling two-year backlog.

The Pennsylvania Companies’ approved DSIC riders for quarterly cost recovery went into effect July 1, 2016, subject to hearings and refund or reallocation among customer classes. In the January 19, 2017 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. The parties to the DSIC proceeding submitted a Joint Settlement that resolved the issues that were pending from the order issued on June 9, 2016, and the PPUC approved the Joint Settlement without modification and reversed the ALJ’s previous decision that would have required the Pennsylvania Companies to reflect all federal and state income tax deductions related to DSIC-eligible property in currently effective DSIC rates. The Pennsylvania OCA filed an appeal with the Pennsylvania Commonwealth Court of the PPUC’s decision, and the Pennsylvania Companies contested the appeal. The Commonwealth Court reversed the PPUC’s decision of April 19, 2018 and remanded the matter to the PPUC to require the Pennsylvania Companies to revise their tariffs and DSIC calculations to include ADIT and state income taxes. The Commonwealth Court denied Applications for Reargument in the Court’s July 11, 2019 Opinion and Order filed by the PPUC and the Pennsylvania Companies. On October 7, 2019, the PPUC and the Pennsylvania Companies filed separate Petitions for Allowance of Appeal of the Commonwealth Court’s Opinion and Order to the Pennsylvania Supreme Court.

On August 30, 2019, Penn filed a Petition seeking approval of a waiver of the statutory DSIC cap of 5% of distribution rate revenue and approval to increase the maximum allowable DSIC to 11.81% of distribution rate revenue for the five-year period of its proposed LTIIP. The Pennsylvania Office of Small Business Advocate, the PPUC’s Bureau of Investigation, and the Pennsylvania OCA opposed Penn’s Petition. On January 17, 2020, the parties filed a petition seeking approval of settlement that provides for a temporary increase in the recoverability cap from 5% to 7.5%, which will expire on the earlier of the effective date of new base rates following Penn’s next base rate case or the expiration of its LTIIP II program. The settlement is subject to PPUC approval.

WEST VIRGINIA

MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking and operates under rates approved by the WVPSC effective February 2015. 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.



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On August 21, 2019, MP and PE filed with the WVPSC their annual ENEC case requesting a decrease in ENEC rates of $6.1 million beginning January 1, 2020, representing a 0.4% decrease in rates versus those in effect on August 21, 2019. On October 11, 2019, MP and PE filed a supplement requesting approval of the termination of the 50 MW PPA with Morgantown Energy Associates, a NUG entity. A settlement between MP, PE, and the majority of the intervenors fully resolving the ENEC case, which maintains 2019 ENEC rates into 2020, and supports the termination of the Morgantown Energy Associates PPA, was filed with the WVPSC on October 18, 2019. An order was issued on December 20, 2019, approving the ENEC settlement and termination of the PPA with Morgantown Energy Associates.

On August 21, 2019, MP and PE filed with the WVPSC for a reconciliation of their VMS and a periodic review of its vegetation management program requesting an increase in VMS rates of $7.6 million beginning January 1, 2020. The increase is due to moving from a 5-year maintenance cycle to a 4-year cycle and performing more operation and maintenance work and less capital work on the rights of way. The increase is a 0.5% increase in rates versus those in effect on August 21, 2019. All the parties reached a settlement in the case, and the WVPSC issued its order approving the settlement without change on December 20, 2019.

FERC REGULATORY MATTERS

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. With respect to their wholesale services and rates, the Utilities, AE Supply and the Transmission Companies are subject to regulation by FERC. FERC regulations require JCP&L, MP, PE, WP and the Transmission Companies to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of JCP&L, MP, PE, WP and the Transmission Companies are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the PJM Tariff.

The following table summarizes the key terms of rate orders in effect for transmission customer billings for FirstEnergy's transmission owner entities:
CompanyRates EffectiveCapital StructureAllowed ROE
ATSIJanuary 1, 2015Actual (13 month average)10.38%
JCP&L
June 1, 2017(1)
Settled(1)(3)
Settled(1)(3)
MP
March 21, 2018(2)
Settled(3)
Settled(3)
PE
March 21, 2018(2)
Settled(3)
Settled(3)
WP
March 21, 2018(2)
Settled(3)
Settled(3)
MAITJuly 1, 2017Lower of Actual (13 month average) or 60%10.3%
TrAILJuly 1, 2008Actual (year-end)12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects)
(1) Effective on January 1, 2020, JCP&L has implemented a forward-looking formula rate, which has been accepted by FERC, subject to refund, pending further hearing and settlement proceedings.
(2) See FERC Actions on Tax Act below.
(3) FERC-approved settlement agreements did not specify.

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 and AE Supply 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, although major wholesale purchases remain subject to regulation by the relevant state commissions.

Federally-enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the Utilities, AE Supply, and the Transmission Companies. 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 six regional entities, including RFC. All of the facilities that FirstEnergy operates 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 believes that it is in material compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities, FirstEnergy 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 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 part to comply with the reliability standards for its bulk electric system could result in the imposition of financial penalties, or obligations to upgrade


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or build transmission facilities, that could have a material adverse effect on its financial condition, results of operations and cash flows.

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 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. In a subsequent order, FERC affirmed its prior ruling that ATSI must submit the cost/benefit analysis. ATSI is evaluating the cost/benefit approach.

FERC Actions on Tax Act

On March 15, 2018, FERC initiated proceedings on the question of how to address possible changes to ADIT and bonus depreciation as a result of the Tax Act. Such possible changes could impact FERC-jurisdictional rates, including transmission rates. On November 21, 2019, FERC issued a final rule (Order 864). Order 864 requires utilities with transmission formula rates to update their formula rate templates to include mechanisms to (i) deduct any excess ADIT from or add any deficient ADIT to their rate base; (ii) raise or lower their income tax allowances by any amortized excess or deficient ADIT; and (iii) incorporate a new permanent worksheet into their rates that will annually track information related to excess or deficient ADIT. Alternatively, formula rate utilities can demonstrate to FERC that their formula rate template already achieves these outcomes. Utilities with transmission stated rates are required to address these new requirements as part of their next transmission rate case. To assist with implementation of the proposed rule, FERC also issued on November 15, 2018, a policy statement providing accounting and ratemaking guidance for treatment of ADIT for all FERC-jurisdictional public utilities. The policy statement also addresses the accounting and ratemaking treatment of ADIT following the sale or retirement of an asset after December 31, 2017. FirstEnergy’s formula rate transmission utilities will make the required filings on or before the deadlines established in FERC’s order. FirstEnergy’s stated rate transmission utilities will address the requirements as part of their next transmission rate case. JCP&L is addressing the requirements in the course of its pending transmission rate case.

Transmission ROE Methodology

FERC’s methodology for calculating electric transmission utility ROE has been in transition as a result of an April 14, 2017 ruling by the D.C. Circuit that vacated FERC’s then-effective methodology. On October 16, 2018, FERC issued an order in which it proposed a revised ROE methodology. FERC proposed that, for complaint proceedings alleging that an existing ROE is not just and reasonable, FERC will rely on three financial models - discounted cash flow, capital-asset pricing, and expected earnings - to establish a composite zone of reasonableness to identify a range of just and reasonable ROEs. FERC then will utilize the transmission utility’s risk relative to other utilities within that zone of reasonableness to assign the transmission utility to one of three quartiles within the zone. FERC would take no further action (i.e., dismiss the complaint) if the existing ROE falls within the identified quartile. However, if the replacement ROE falls outside the quartile, FERC would deem the existing ROE presumptively unjust and unreasonable and would determine the replacement ROE. FERC would add a fourth financial model risk premium to the analysis to calculate a ROE based on the average point of central tendency for each of the four financial models. On March 21, 2019, FERC established NOIs to collect industry and stakeholder comments on the revised ROE methodology that is described in the October 16, 2018 decision, and also whether to make changes to FERC’s existing policies and practices for awarding transmission rates incentives. On November 21, 2019, FERC announced in a complaint proceeding involving MISO utilities that FERC would rely on the discounted cash flow and capital-asset pricing models as the basis for establishing ROE. It is not clear at this time whether FERC’s November ruling will be applied more broadly. Any changes to FERC’s transmission rate ROE and incentive policies would be applied on a prospective basis. FirstEnergy currently is participating through various trade groups in the FERC dockets where the ROE methodology is being reviewed, and on December 23, 2019, JCP&L filed a request for rehearing of FERC’s November decision in the MISO utilities docket.

JCP&L Transmission Formula Rate

On October 30, 2019, JCP&L filed tariff amendments with FERC to convert JCP&L’s existing stated transmission rate to a forward-looking formula transmission rate. JCP&L requested that the tariff amendments become effective January 1, 2020. On December 19, 2019, FERC issued its initial order in the case, allowing JCP&L to transition to a forward-looking formula rate as of January 1, 2020 as requested, subject to refund, pending further hearing and settlement proceedings. JCP&L is engaged in settlement negotiations.

ENVIRONMENTAL MATTERS

Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality, hazardous and solid waste disposal, and other environmental matters. While FirstEnergy's environmental policies and procedures are designed to achieve compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and


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potential revision by the implementing agencies. FirstEnergy cannot predict the timing or ultimate outcome of any of these reviews or how any future actions taken as a result thereof may materially impact its business, results of operations, cash flows and financial condition.

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 and/or using emission allowances.

CSAPR requires reductions of NOx and SO2 emissions in two phases (2015 and 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. The D.C. Circuit ordered the EPA on July 28, 2015, to reconsider the CSAPR caps 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 reduce emissions by more than their contribution to air pollution in downwind states. The EPA issued a CSAPR update rule on September 7, 2016, reducing summertime NOx emissions from 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 update rule to 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. On September 13, 2019, the D.C. Circuit remanded the CSAPR update rule to the EPA citing that the rule did not eliminate upwind states’ significant contributions to downwind states’ air quality attainment requirements within applicable attainment deadlines. Depending on the outcome of the appeals, the EPA’s reconsideration of the CSAPR update rule and how the EPA and the states ultimately implement CSAPR, the future cost of compliance may materially impact FirstEnergy's operations, cash flows and financial condition.

In February 2019, the EPA announced its final decision to retain without changes the NAAQS for SO2, specifically retaining the 2010 primary (health-based) 1-hour standard of 75 PPB. As of September 30, 2019, FirstEnergy has no power plants operating in areas designated as non-attainment by the EPA.

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 sought a short-term NOx emission rate limit of 0.125 lb/mmBTU over an averaging period of no more than 24 hours. 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 and Pleasants Units 1 and 2, significantly contribute to Maryland's inability to attain the ozone NAAQS. The petition sought NOx emission rate limits for the 36 EGUs by May 1, 2017. On September 14, 2018, the EPA denied both the States of Delaware and Maryland's petitions under CAA Section 126. In October 2018, Delaware and Maryland appealed the denials of their petitions to the D.C. Circuit. In March 2018, the State of New York filed a CAA Section 126 petition with the EPA alleging that NOx emissions from nine states (including Ohio, Pennsylvania and West Virginia) significantly contribute to New York’s inability to attain the ozone NAAQS. The petition seeks suitable emission rate limits for large stationary sources that are affecting New York’s air quality within the three years allowed by CAA Section 126. On May 3, 2018, the EPA extended the time frame for acting on the CAA Section 126 petition by six months to November 9, 2018. On September 20, 2019, the EPA denied New York’s CAA Section 126 petition. On October 29, 2019, the State of New York appealed the denial of its petition to the D.C. Circuit. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.

Climate Change

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.

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. In 2015, FirstEnergy set a goal of reducing company-wide CO2 emissions by at least 90 percent below 2005 levels by 2045. As of December 31, 2018, FirstEnergy has reduced its CO2 emissions by approximately 62 percent. In September 2016, the U.S. 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’s non-binding obligations to limit global warming to 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 material capital and other expenditures or result in changes to its operations.

In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHG under the Clean Air Act,” concluding that concentrations of several key GHGs constitutes an "endangerment" and may be regulated as "air pollutants" under


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the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating plants. The EPA released its final CPP regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. 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 March28, 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 October16, 2017, the EPA issued a proposed rule to repeal the CPP. To replace the CPP, the EPA proposed the ACE rule on August 21, 2018, which would establish emission guidelines for states to develop plans to address GHG emissions from existing coal-fired power plants. On June 19, 2019, the EPA repealed the CPP and replaced it with the ACE rule that establishes guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired power plants. Depending on the outcomes of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be material.

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 facilities. 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. Depending on any final action taken by the states with respect to impingement and entrainment, the future capital costs of compliance with these standards may be material.

On September 30, 2015, the EPA finalized new, more stringent effluent limits for the Steam Electric Power Generating category (40 CFR Part 423) for arsenic, mercury, selenium and nitrogen for wastewater from wet scrubber systems and zero discharge of pollutants in ash transport water. The treatment obligations phase-in as permits are renewed on a five-year cycle from 2018 to 2023. On April 13, 2017, the EPA granted a Petition for Reconsideration and on September 18, 2017, the EPA postponed certain compliance deadlines for two years. On November 4, 2019, the EPA issued a proposed rule revising the effluent limits for discharges from wet scrubber systems and extending the deadline for compliance to December 31, 2025. The EPA’s proposed rule retains the zero discharge standard and 2023 compliance date for ash transport water, but adds some allowances for discharge under certain circumstances. In addition, the EPA allows for less stringent limits for sub-categories of generating units based on capacity utilization, flow volume from the scrubber system, and unit retirement date. Depending on the outcome of appeals and how any final rules are ultimately implemented, the future costs of compliance with these standards may be substantial and changes to FirstEnergy's operations may result.

On September 29, 2016, FirstEnergy received a request from the EPA for information pursuant to CWA Section 308(a) for information concerning boron exceedances of effluent limitations established in the NPDES Permit for the former Mitchell Power Station’s Mingo landfill, owned by WP. On November 1, 2016, WP provided an initial response that contained information related to a similar boron issue at the former Springdale Power Station’s landfill. The EPA requested additional information regarding the Springdale landfill and on November 15, 2016, WP provided a response and intends to fully comply with the Section 308(a) information request. On March 3, 2017, WP proposed to the PA DEP a re-route of its wastewater discharge to eliminate potential boron exceedances at the Springdale landfill. On January 29, 2018, WP submitted an NPDES permit renewal application to PA DEP proposing to re-route its wastewater discharge to eliminate potential boron exceedances at the Mingo landfill. On February 20, 2018, the DOJ issued a letter and tolling agreement on behalf of EPA alleging violations of the CWA at the Mingo landfill while seeking to enter settlement negotiations in lieu of filing a complaint. On November 4, 2019, the EPA proposed a penalty of nearly $1.3 million to settle alleged past boron exceedances at the Mingo and Springdale landfills. On December 17, 2019, WP responded to the EPA's settlement proposal but is unable to predict the outcome of this matter.

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 CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.

In April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards for 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 counterparty credit limits,CCRs from electric generating plants. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. On July 17, 2018, the EPA Administrator signed a final rule extending the deadline for certain CCR facilities to cease disposal and commence closure activities, as well as, establishing less stringent groundwater monitoring and protection requirements. On August 21, 2018, the D.C. Circuit remanded sections of the CCR Rule to the EPA to provide additional safeguards for unlined CCR impoundments that are more protective of human health and the environment. On November 4, 2019, the EPA issued a proposed rule accelerating the


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date that certain CCR impoundments must cease accepting waste and initiate closure to August 31, 2020. The proposed rule, which includes a 60-day comment period, provides exceptions, which could allow extensions to closure dates.

FirstEnergy or 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 Sheets as of December 31, 2019, based on estimates of the total costs of cleanup, FirstEnergy's proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $109 million have been accrued through December 31, 2019. Included in the total are accrued liabilities of approximately $77 million for environmental remediation of former MGP and gas holder facilities in New Jersey, which are being recovered by JCP&L through a non-bypassable SBC. FE or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the loss or range of losses cannot be determined or reasonably estimated at this time.

OTHER LEGAL PROCEEDINGS

Nuclear Plant Matters

Under NRC regulations, JCP&L, ME and PN must ensure that adequate funds will be available to decommission their retired nuclear facility, TMI-2. As of December 31, 2019, JCP&L, ME and PN had in total approximately $882 million invested in external trusts to be used for the decommissioning and environmental remediation of their retired TMI-2 nuclear generating facility. The values of these NDTs also fluctuate based on market conditions. If the values of the trusts decline by a material amount, the obligation to JCP&L, ME and PN 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.

On October 15, 2019, JCP&L, ME, PN and GPUN executed an asset purchase and sale agreement with TMI-2 Solutions, LLC, a subsidiary of EnergySolutions, LLC, concerning the transfer and dismantlement of TMI-2. This transfer of TMI-2 to TMI-2 Solutions, LLC will include the transfer of: (i) the ownership and operating NRC licenses for TMI-2; (ii) the external trusts for the decommissioning and environmental remediation of TMI-2; and (iii) related liabilities of approximately $900 million as of December 31, 2019. There can be no assurance that the transfer will receive the required regulatory approvals and, even if approved, whether the conditions to the closing of the transfer will be satisfied. On November 12, 2019, JCP&L filed a Petition with the NJBPU seeking approval of the transfer and sale of JCP&L’s entire 25% interest in TMI-2 to TMI-2 Solutions, LLC. Also on November 12, 2019, JCP&L, ME, PN, GPUN and TMI-2 Solutions, LLC filed an application with the NRC seeking approval to transfer the NRC license for TMI-2 to TMI-2 Solutions, LLC. Both proceedings are ongoing.

FES Bankruptcy

On March 31, 2018, FES, including its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C. and FGMUC, and FENOC filed voluntary petitions for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court. See Note 3, "Discontinued Operations," for additional information.

Other Legal Matters

There are various lawsuits, claims (including claims for asbestos exposure) and proceedings related to FirstEnergy's normal business operations pending against FE or its subsidiaries. The loss or range of loss in these matters is not expected to be material to FE or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 14, "Regulatory Matters."

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 FE 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 FE'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 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 Notes to Consolidated Financial Statements.






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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 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. In connection with adopting the new revenue recognition guidance in 2018, FirstEnergy has elected the optional invoice practical expedient for most of its revenues and, with the exception of JCP&L transmission revenues, utilizes the optional short-term contract exemption for transmission revenues due to the annual establishment of revenue requirements, which eliminates the need to provide certain revenue disclosures regarding unsatisfied performance obligations. See Note 2, "Revenue," for additional information.

Regulatory Accounting

FirstEnergy’s Regulated Distribution and Regulated Transmission segments are subject to regulations that set the prices (rates) the Utilities and the Transmission Companies 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. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items experienced at the Company and comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain regulatory assets are recorded based on prior precedent or anticipated recovery based on rate making premises without a specific rate order. 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, "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. FirstEnergy considers the entire regulatory asset balance as the unit of account for the purposes of balance sheet classification rather than the next years recovery and as such net regulatory assets and liabilities are presented in the non-current section on the FirstEnergy Consolidated Balance Sheets.

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 recognizes 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 pre-tax pension and OPEB mark-to-market adjustment charged to earnings for the years ended December 31, 2019, 2018, and 2017, were $676 million, $145 million, and$141 million, respectively, of these amounts, approximately $2 million, $1 million, and $39 million are included in discontinued operations.

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 3.34%, 4.44% and 3.75% as of December 31, 2019, 2018 and 2017, respectively. The assumed discount rates for OPEB were 3.18%, 4.30% and 3.50% as of December 31, 2019, 2018 and 2017, respectively.

Effective in 2019, FirstEnergy changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for pension and OPEB plans. Historically, FirstEnergy estimated these components utilizing a single, weighted average discount rate derived from the yield curve used to measure the benefit obligation. FirstEnergy has elected to use a spot rate approach in the estimation of the components of benefit cost by applying specific spot rates along the full yield curve to the


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relevant projected cash flows, as this provides a better estimate of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This election is considered a change in estimate and, accordingly, accounted for prospectively, and did not have a material impact on FirstEnergy's financial statements.

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 2019, FirstEnergy’s qualified pension and OPEB plan assets experienced gains of $1,492 millionor 20.2%, compared to losses of $371 million, or (4)% in 2018, and gains of $999 million, or 15.1% in 2017 and assumed a 7.50% rate of return on plan assets in 2019, 2018 and 2017, which generated $569 million, $605 million and $478 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 decrease or increase 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 2020 is 7.50%.

During 2019, the Society of Actuaries published new mortality tables that include more current data than the RP-2014 tables as well as new improvement scales. An analysis of FirstEnergy pension and OPEB plan mortality data indicated the use of the Pri-2012 mortality table with projection scale MP-2019 was most appropriate. As such, the Pri-2012 mortality table with projection scale MP-2019 was utilized to determine the 2019 benefit cost and obligation as of December 31, 2019 for the FirstEnergy pension and OPEB plans.The impact of using the Pri-2012 mortality table with projection scale MP-2019 resulted in a decrease to the projected benefit obligation approximately $29 million and $3 million for the pension and OPEB plans, respectively, and was included in the 2019 pension and OPEB mark-to-market adjustment.

Based on discount rates of 3.34% for pension, 3.18% for OPEB and an estimated return on assets of 7.50%, FirstEnergy expects its 2020 pre-tax net periodic benefit credit mitigation measures suchto be approximately $108 million (excluding any actuarial mark-to-market adjustments that would be recognized in 2020 or impacts resulting from FES' emergence from bankruptcy). Upon the FES Debtors' emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax mark-to-market loss to be up to $400 million assuming a discount rate of approximately 3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020.

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, 2019, 2018, and 2017:
Postemployment Benefits Expense (Credits) 2019 2018 2017
  (In millions)
Pension $622
 $200
 $247
OPEB (21) (158) (45)
Total $601
 $42
 $202

Health care cost trends continue to increase and will affect future OPEB costs. The composite health care trend rate assumptions were approximately 6.0-5.5% in 2019 and 2018, 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 effects on 2020 pension and OPEB net periodic benefit costs from changes in key assumptions are as margin, collateralfollows:

Increase in Net Periodic Benefit Costs from Adverse Changes in Key Assumptions
Assumption Adverse Change Pension OPEB Total
    (In millions)
Discount rate Decrease by 0.25% $360
 $16
 $376
Long-term return on assets Decrease by 0.25% $20
 $1
 $21
Health care trend rate Increase by 1.0% N/A
 $20
 $20

See Note 5, "Pension and Other Postemployment Benefits," for additional information.

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 useamounts recognized for tax purposes. Investment tax credits, which were deferred when utilized, are being amortized over the recovery period of master netting agreements. The majoritythe related property. Deferred income tax liabilities related to temporary tax and accounting basis differences


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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 in its financial statements 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 FES' energy contract counterparties maintain investment-grade credit ratings.

Retail Credit Risk

FES' principal retail credit risk exposure relatestax 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 its competitive electricity activities, which serve residential, commercial and industrial companies. Retail credit risk resultstiming of when customers defaultan item is included on contractual obligationsa tax return are considered to have met the recognition threshold. FirstEnergy recognizes interest expense or failincome related to pay for service rendered. This risk representsuncertain tax positions by applying the loss that may be incurred dueapplicable statutory interest rate to the nonpaymentdifference 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 7, "Taxes," for additional information on FirstEnergy income taxes.

NEW ACCOUNTING PRONOUNCEMENTS

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016 and subsequently updated to address implementation questions): The new guidance requires organizations that lease assets with lease terms of customer accounts receivable balances,more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets, as well as new qualitative and quantitative disclosures. FirstEnergy implemented a third-party software tool that assisted with the initial adoption and will assist with ongoing compliance. FirstEnergy chose to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. Upon adoption, on January 1, 2019, FirstEnergy increased assets and liabilities by$186 million, with no impact to results of operations or cash flows. See Note 8, "Leases," for additional information on FirstEnergy's leases.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB has not yet been adopted. Unless otherwise indicated, FirstEnergy is currently assessing the impact such guidance may have on its financial statements and disclosures, as well as the loss frompotential to early adopt where applicable. FirstEnergy has assessed other FASB issuances of new standards not described below based upon the resalecurrent expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of energy previously committedCredit Losses on Financial Instruments” (issued June 2016 and subsequently updated): ASU 2016-13 removes all recognition thresholds and will require companies to serve customers.

Retailrecognize an allowance for expected credit risk is managed through established credit approval policies, monitoring customer exposureslosses for the difference between the amortized cost basis of a financial instrument and the useamount of credit mitigation measures such as depositsamortized cost 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, with early adoption permitted. FirstEnergy has analyzed its financial instruments within the scope of this guidance, primarily trade receivables, AFS debt securities and certain third-party guarantees and does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (Issued August 2018): ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customers in a software licensing arrangement. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. FirstEnergy does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2019-12, "Simplifying the Accounting for Income Taxes" (Issued in December 2019): ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the formtax basis of LOCs, cash or prepayment arrangements.

Retail credit quality is affected by the economygoodwill. The guidance will be effective for fiscal years, 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.

interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
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."




11472







ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT REPORT

Management’s Report on Internal Control Over Financial Reporting
Management’s Responsibility
Management is responsible for Financial Statements

establishing and maintaining adequate internal control over financial reporting as defined in Rules 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, management conducted an evaluation of the effectiveness of their internal control over financial reporting under the supervision of the chief executive officer and chief financial officer. Based on that evaluation, management concluded that FirstEnergy's internal control over financial reporting was effective as of December 31, 2019. The consolidatedeffectiveness of FirstEnergy’s internal control over financial statementsreporting, as of FirstEnergy Corp. (Company) were preparedDecember 31, 2019, has been audited 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.







11573






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 theStockholders 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 (the “Company”) as of December 31, 20172019 and December 31, 2016,2018, and the related consolidated statements of income (loss), of comprehensive income (loss), commonof stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017,2019, 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, 2017,2019, 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, 20172019 and December 31, 2016,2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172019 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, 2017,2019, 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'sthe accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.Reporting. 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")(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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken



74




as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Recoverability of Regulatory Assets That Do Not Have an Order for Recovery
As described in Note 1 to the consolidated financial statements, the Company accounts for the effects of regulation through the application of regulatory accounting to its regulated distribution and transmission subsidiaries as 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. This ratemaking process results in the recording of regulatory assets and liabilities based on anticipated future cash inflows and outflows. Management assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Management applies judgment in evaluating the evidence available to assess the probability of recovery of regulatory assets from customers and certain of these assets, totaling approximately $111 million as of December 31, 2019, have been recorded based on precedent and rate making premises without a specific order.
The principal considerations for our determination that performing procedures relating to the Company’s recoverability of regulatory assets that do not have an order for recovery is a critical audit matter are there was significant judgment by management when assessing the probability of recovery of these regulatory assets from customers. This led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the recoverability of these regulatory assets.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s regulatory accounting process, including controls over management’s assessment of the recoverability of regulatory assets that do not have an order for recovery. These procedures also included evaluating the reasonableness of management’s assessment of recoverability of regulatory assets which involved evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar regulatory jurisdictions as well as assessing progress of communications between management and regulators.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 20, 201810, 2020

We have served as the Company’s auditor since 2002.







11875






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
For the Years Ended December 31,
(In millions) 2017 2016 2015
(In millions, except per share amounts) 2019 2018 2017
            
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
Distribution services and retail generation $8,720
 $8,937
 $8,685
Transmission 1,510
 1,335
 1,307
Other 805
 989
 936
Total revenues(1)
 11,035
 11,261
 10,928
            
OPERATING EXPENSES:            
Fuel 1,383
 1,666
 1,855
 497
 538
 497
Purchased power 3,194
 3,843
 4,423
 2,927
 3,109
 2,926
Other operating expenses 4,232
 3,851
 3,740
 2,952
 3,133
 2,802
Pension and OPEB mark-to-market adjustment 141
 147
 242
Provision for depreciation 1,138
 1,313
 1,282
 1,220
 1,136
 1,027
Amortization of regulatory assets, net 308
 297
 172
Amortization (deferral) of regulatory assets, net (79) (150) 308
General taxes 1,043
 1,042
 978
 1,008
 993
 940
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Total operating expenses 13,845
 22,824
 12,734
 8,525
 8,759
 8,500
            
OPERATING INCOME (LOSS) 172
 (8,262) 2,292
OPERATING INCOME 2,510
 2,502
 2,428
            
OTHER INCOME (EXPENSE):            
Investment income (loss) 98
 84
 (22)
Impairment of equity method investment (Note 1) 
 
 (362)
Miscellaneous income, net 243
 205
 53
Pension and OPEB mark-to-market adjustment (674) (144) (102)
Interest expense (1,178) (1,157) (1,132) (1,033) (1,116) (1,005)
Capitalized financing costs 79
 103
 117
 71
 65
 52
Total other expense (1,001) (970) (1,399) (1,393) (990) (1,002)
            
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (829) (9,232) 893
INCOME BEFORE INCOME TAXES 1,117
 1,512
 1,426
            
INCOME TAXES (BENEFITS) 895
 (3,055) 315
INCOME TAXES 213
 490
 1,715
      
INCOME (LOSS) FROM CONTINUING OPERATIONS 904
 1,022
 (289)
      
Discontinued operations (Note 3)(2)
 8
 326
 (1,435)
            
NET INCOME (LOSS) $(1,724) $(6,177) $578
 $912
 $1,348
 $(1,724)
            
INCOME ALLOCATED TO PREFERRED STOCKHOLDERS (Note 1) 4
 367
 
      
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $908
 $981
 $(1,724)
      
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:            
Basic - Continuing Operations $1.69
 $1.33
 $(0.65)
Basic - Discontinued Operations 0.01
 0.66
 (3.23)
Basic - Net Income (Loss) Attributable to Common Stockholders $1.70
 $1.99
 $(3.88)
      
Diluted - Continuing Operations $1.67
 $1.33
 $(0.65)
Diluted - Discontinued Operations 0.01
 0.66
 (3.23)
Diluted - Net Income (Loss) Attributable to Common Stockholders $1.68
 $1.99
 $(3.88)
      
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:      
Basic $(3.88) $(14.49) $1.37
 535
 492
 444
Diluted $(3.88) $(14.49) $1.37
 542
 494
 444
            
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.

(1) Includes excise and gross receipts tax collections of $373 million, $386 million and $370 million in 2019, 2018 and 2017, respectively.

(2) Net of income tax benefit of $5 million, $1,251 million, and $820 million in 2019, 2018 and 2017, respectively.

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.




12076







FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the Years Ended December 31 For the Years Ended December 31,
(In millions) 2017 2016 2015 2019 2018 2017
            
NET INCOME (LOSS) $(1,724) $(6,177) $578
 $912
 $1,348
 $(1,724)
            
OTHER COMPREHENSIVE INCOME (LOSS):            
Pension and OPEB prior service costs (85) (59) (116) (31) (83) (85)
Amortized losses on derivative hedges 10
 8
 5
 2
 21
 10
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)
Change in unrealized gains on available-for-sale securities 
 (106) 22
Other comprehensive loss (29) (168) (53)
Income tax benefits on other comprehensive loss (8) (67) (21)
Other comprehensive loss, net of tax (21) (101) (32)
            
COMPREHENSIVE INCOME (LOSS) $(1,756) $(6,174) $503
 $891
 $1,247
 $(1,756)


The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.






12177







FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts) December 31,
2017
 December 31,
2016
 December 31,
2019
 December 31,
2018
ASSETS  
  
  
  
CURRENT ASSETS:  
  
  
  
Cash and cash equivalents $589
 $199
 $627
 $367
Restricted cash 52
 62
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
Customers, net of allowance for uncollectible accounts of $46 in 2019 and $50 in 2018 1,091
 1,221
Affiliated companies, net of allowance for uncollectible accounts of $1,063 in 2019 and $920 in 2018 
 20
Other, net of allowance for uncollectible accounts of $21 in 2019 and $2 in 2018 203
 270
Materials and supplies, at average cost 463
 564
 281
 252
Derivatives 37
 140
Collateral 146
 176
Prepaid taxes and other 219
 256
 157
 175
Current assets - discontinued operations 33
 25
 3,108
 2,950
 2,444
 2,392
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
In service 39,778
 43,767
 41,767
 39,469
Less — Accumulated provision for depreciation 11,925
 15,731
 11,427
 10,793
 27,853
 28,036
 30,340
 28,676
Construction work in progress 1,026
 1,351
 1,310
 1,235
 28,879
 29,387
 31,650
 29,911
    
INVESTMENTS:  
  
  
  
Nuclear plant decommissioning trusts 2,678
 2,514
 
 790
Nuclear fuel disposal trust 270
 256
Other 506
 512
 299
 253
Investments - held for sale (Note 15) 882
 
 3,184
 3,026
 1,451
 1,299
    
ASSETS HELD FOR SALE (Note 2) 375
 
        
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
Goodwill 5,618
 5,618
 5,618
 5,618
Regulatory assets 40
 1,014
 99
 91
Other 1,053
 1,153
 1,039
 752
 6,711
 7,785
 6,756
 6,461
 $42,257
 $43,148
 $42,301
 $40,063
LIABILITIES AND CAPITALIZATION  
  
  
  
CURRENT LIABILITIES:  
  
  
  
Currently payable long-term debt $1,082
 $1,685
 $380
 $503
Short-term borrowings 300
 2,675
 1,000
 1,250
Accounts payable 1,027
 1,043
 918
 965
Accounts payable - affiliated companies 87
 
Accrued interest 249
 243
Accrued taxes 571
 580
 545
 533
Accrued compensation and benefits 336
 363
 258
 318
Collateral 39
 42
Other 722
 738
 1,425
 822
 4,077
 7,126
 4,862
 4,634
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
Stockholders’ equity-  
  
Common stock, $0.10 par value, authorized 700,000,000 shares - 540,652,222 and 511,915,450 shares outstanding as of December 31, 2019 and December 31, 2018, respectively 54
 51
Preferred stock, $100 par value, authorized 5,000,000 shares, of which 1,616,000 are designated Series A Convertible Preferred - none outstanding as of December 31, 2019, and 704,589 shares outstanding as of December 31, 2018 
 71
Other paid-in capital 10,001
 10,555
 10,868
 11,530
Accumulated other comprehensive income 142
 174
 20
 41
Accumulated deficit (6,262) (4,532) (3,967) (4,879)
Total common stockholders' equity 3,925
 6,241
Total stockholders' equity 6,975
 6,814
Long-term debt and other long-term obligations 21,115
 18,192
 19,618
 17,751
 25,040
 24,433
 26,593
 24,565
NONCURRENT LIABILITIES:  
  
  
  
Accumulated deferred income taxes 1,359
 3,765
 2,849
 2,502
Retirement benefits 3,975
 3,719
 3,065
 2,906
Regulatory liabilities 2,720
 157
 2,360
 2,498
Asset retirement obligations 2,515
 1,482
 165
 812
Deferred gain on sale and leaseback transaction 723
 757
Adverse power contract liability 130
 162
 49
 89
Other 1,718
 1,547
 1,667
 2,057
Noncurrent liabilities - held for sale (Note 15) 691
 
 13,140
 11,589
 10,846
 10,864
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 16) 

 

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 15) 


 


 $42,257
 $43,148
 $42,301
 $40,063


The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.




12278







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)
  Series A Convertible Preferred Stock Common Stock OPIC AOCI Accumulated Deficit Total Stockholders' Equity
(In millions) Shares Amount Shares Amount   
Balance, January 1, 2017 
 $
 442
 $44
 $10,555
 $174
 $(4,532) $6,241
Net loss             (1,724) (1,724)
Other comprehensive loss, net of tax           (32)   (32)
Stock-based compensation         36
     36
Cash dividends declared on common stock         (639)     (639)
Stock Investment Plan and certain share-based benefit plans     3
   56
     56
Reclass to liability awards         (7)     (7)
Share-based compensation accounting change             (6) (6)
Balance, December 31, 2017 
 
 445
 44
 10,001
 142
 (6,262) 3,925
Net income             1,348
 1,348
Other comprehensive loss, net of tax           (101)   (101)
Stock-based compensation         60
     60
Cash dividends declared on common stock         (906)     (906)
Cash dividends declared on preferred stock         (71)     (71)
Stock Investment Plan and certain share-based benefit plans     4
 1
 61
     62
Stock issuance (Note 11)(1)
 1.6
 162
 30
 3
 2,297
     2,462
Conversion of Series A Convertible Stock (Note 11) (0.9) (91) 33
 3
 88
     
Impact of adopting new accounting pronouncements             35
 35
Balance, December 31, 2018 0.7
 71
 512
 51
 11,530
 41
 (4,879) 6,814
Net income             912
 912
Other comprehensive loss, net of tax           (21)   (21)
Stock-based compensation         41
     41
Cash dividends declared on common stock         (824)     (824)
Cash dividends declared on preferred stock         (3)     (3)
Stock Investment Plan and certain share-based benefit plans     3
   56
     56
Conversion of Series A Convertible Stock (Note 11) (0.7) (71) 26
 3
 68
     
Balance, December 31, 2019 
 $
 541
 $54
 $10,868
 $20
 $(3,967) $6,975

(1) The Preferred Stock included an embedded conversion option at a price that is below the fair value of the Common Stock on the commitment date. This beneficial conversion feature (BCF), which was approximately $296 million, was recorded to OPIC as well as the amortization of the BCF (deemed dividend) through the period from the issue date to the first allowable conversion date (July 22, 2018) and as such there is no net impact to OPIC for the year ended December 31, 2018. See Note 1, "Organization and Basis of Presentation - Earnings per share," and Note 11, "Capitalization" for additional information on the BCF and the equity issuance.

Dividends declared for each share of common stock and as-converted share of preferred stock was $1.53 during 2019, $1.82 during 2018, and $1.44 during 2017.
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.





12379







FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31 For the Years Ended December 31,
(In millions) 2017 2016 2015 2019 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net Income (loss) $(1,724) $(6,177) $578
Net income (loss) $912
 $1,348
 $(1,724)
Adjustments to reconcile net income (loss) to net cash from operating activities-            
Gain on disposal, net of tax (Note 3) (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 1,700
 1,974
 1,826
 1,217
 1,384
 1,700
Impairment of assets and related charges (Note 2) 2,406
 10,665
 42
Investment impairments, including equity method investments 13
 21
 464
Impairment of assets and related charges 
 
 2,399
Pension trust contributions (500) (1,250) 
Retirement benefits, net of payments (108) (137) 29
Pension and OPEB mark-to-market adjustment 141
 147
 242
 676
 144
 141
Deferred income taxes and investment tax credits, net 839
 (3,063) 284
 252
 485
 839
Deferred costs on sale leaseback transaction, net 49
 49
 48
Asset removal costs charged to income 22
 54
 55
 28
 42
 22
Retirement benefits, net of payments 29
 64
 (20)
Unrealized (gain) loss on derivative transactions (Note 11) 81
 9
 (73)
Pension trust contributions 
 (382) (143)
Unrealized (gain) loss on derivative transactions 
 (5) 81
Gain on sale of investment securities held in trusts (63) (50) (23) 
 (9) (63)
Lease payments on sale and leaseback transaction (73) (120) (131)
Changes in current assets and liabilities-            
Receivables (39) (11) 184
 271
 (248) (39)
Materials and supplies (6) 41
 (15) (37) 24
 (6)
Prepaid taxes and other 30
 27
 (10) 10
 (61) 30
Accounts payable 72
 (37) (243) (49) 109
 72
Accrued taxes (9) 61
 29
 12
 
 (9)
Accrued interest 6
 (25) 55
Accrued compensation and benefits (27) 29
 5
 (60) 37
 (27)
Other current liabilities 20
 56
 69
 (21) (121) (35)
Cash collateral, net 27
 (116) 140
Other 320
 142
 152
 (83) 128
 343
Net cash provided from operating activities 3,808
 3,383
 3,460
 2,467
 1,410
 3,808
            
CASH FLOWS FROM FINANCING ACTIVITIES:            
New Financing-      
New financing-      
Long-term debt 4,675
 1,976
 1,311
 2,300
 1,474
 4,675
Short-term borrowings, net 
 975
 
 
 950
 
Redemptions and Repayments-      
Preferred stock issuance 
 1,616
 
Common stock issuance 
 850
 
Redemptions and repayments-      
Long-term debt (2,291) (2,331) (879) (789) (2,608) (2,291)
Short-term borrowings, net (2,375) 
 (91) 
 
 (2,375)
Tender premiums paid on debt redemptions 
 (89) 
Preferred stock dividend payments (6) (61) 
Common stock dividend payments (639) (611) (607) (814) (711) (639)
Other (72) (43) (26) (35) (27) (72)
Net cash used for financing activities (702) (34) (292)
Net cash provided from (used for) financing activities 656
 1,394
 (702)
            
CASH FLOWS FROM INVESTING ACTIVITIES:            
Property additions (2,587) (2,835) (2,704) (2,665) (2,675) (2,587)
Nuclear fuel (254) (232) (190) 
 
 (254)
Proceeds from asset sales 388
 15
 20
 47
 425
 388
Sales of investment securities held in trusts 2,170
 1,678
 1,534
 1,637
 909
 2,170
Purchases of investment securities held in trusts (2,268) (1,789) (1,648) (1,675) (963) (2,268)
Notes receivable from affiliated companies 
 (500) 
Asset removal costs (172) (145) (142) (217) (218) (172)
Other 7
 27
 8
 
 4
 
Net cash used for investing activities (2,716) (3,281) (3,122) (2,873) (3,018) (2,723)
            
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
Net change in cash, cash equivalents and restricted cash 250
 (214) 383
Cash, cash equivalents, and restricted cash at beginning of period 429
 643
 260
Cash, cash equivalents, and restricted cash at end of period $679
 $429
 $643
            
SUPPLEMENTAL CASH FLOW INFORMATION:            
Non-cash transaction: stock contribution to pension plan $
 $500
 $
Cash paid (received) during the year -      
Non-cash transaction: beneficial conversion feature (Note1) $
 $296
 $
Non-cash transaction: deemed dividend convertible preferred stock (Note 1) $
 $(296) $
Cash paid during the year-      
Interest (net of amounts capitalized) $1,039
 $1,050
 $1,028
 $960
 $1,071
 $1,039
Income taxes, net of refunds $53
 $(16) $37
 $12
 $49
 $53
    
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these financial statements.




12480






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
 
Page
Number
    
  
2Asset Sales and ImpairmentsRevenue
  
3Accumulated Other Comprehensive IncomeDiscontinued Operations
  
4Accumulated Other Comprehensive Income
  
5Stock-Based Compensation Plans
  
6TaxesStock-Based Compensation Plans
  
7LeasesTaxes
  
8Intangible AssetsLeases
  
9Variable Interest EntitiesIntangible Assets
  
10Fair Value MeasurementsFair Value Measurements
  
11Derivative InstrumentsCapitalization
  
12CapitalizationShort-Term Borrowings and Bank Lines of Credit
  
13Short-Term Borrowings and Bank Lines of CreditAsset Retirement Obligations
  
14Asset Retirement ObligationsRegulatory Matters
  
15Regulatory MattersCommitments, Guarantees and Contingencies
  
16Commitments, Guarantees and ContingenciesTransactions with Affiliated Companies
  
17Transactions with Affiliated CompaniesSegment Information
  
18Supplemental Guarantor InformationSummary of Quarterly Financial Data (Unaudited)
 
19Segment Information
 
20Summary of Quarterly Financial Data (Unaudited)
 
21Subsequent Events






12981







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, AGC, PE, WP, and 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: AESC, FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., GPU Nuclear, Inc. andGPUN, Allegheny Ventures, Inc., and Suvon, LLC doing business as both FirstEnergy Home and FirstEnergy Advisors.


FE and its subsidiaries are principally involved in the generation, transmission, distribution and distributiongeneration 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 AGC, JCP&L and MP control 3,790 MWs 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.

total capacity.
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.appropriate and permitted pursuant to GAAP. FE and its subsidiaries consolidate a VIE when it is determined that it is the primary beneficiary (see Note 9, "Variable Interest Entities")below). 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, includingpresentation.

FES and FENOC Chapter 11 Filing

On March 31, 2018, the reclassification of $30 million and $105 million of deferred purchased power and fuel costs previously includedFES Debtors announced that, in Purchased powerorder 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 comprisedfacilitate an orderly financial restructuring, they filed voluntary petitions under Chapter 11 of the operationsUnited States Bankruptcy Code with the Bankruptcy Court (which is referred to throughout as the FES Bankruptcy). As a result of FES and AE Supply.

In connection with this strategic review, AE Supply and AGC entered into an asset purchase agreement withthe bankruptcy filings, FirstEnergy concluded that it no longer had a subsidiary of LS Power, as amended and restated in August 2017, to sell four natural gas generating plants, AE Supply’scontrolling 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,FES Debtors as the entities are subject to adjustments and through multiple, independent closings. On December 13, 2017, AE Supply completed the salejurisdiction of the natural gas generating plants with net proceeds, subject to post-closing adjustments,Bankruptcy Court and, accordingly, as of approximately $388 million. The sale of AE Supply’s interestsMarch 31, 2018, the FES Debtors were deconsolidated from FirstEnergy’s consolidated financial statements. Since such time, FE has accounted and will account for its investments in the Bath County hydroelectric power station and the Buchanan Generating facility is expected to generate net proceedsFES Debtors at fair values of $375 million and is anticipated to close0. FE concluded that 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 consistentconnection with the public interestdisposal, FES and the transaction did not fall within the safe harborsFENOC became discontinued operations. See Note 3, "Discontinued Operations," for meeting FERC’s affiliate cross-subsidization analysis. additional information.

On JanuarySeptember 26, 2018, the WVPSCBankruptcy Court approved a FES Bankruptcy settlement agreement dated August 26, 2018, by and among FirstEnergy, two groups of key FES creditors (collectively, the transfer ofFES Key Creditor Groups), 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 rulingFES Debtors and the conditions included inUCC. The FES Bankruptcy settlement agreement resolves certain claims by FirstEnergy against the WVPSC order, MPFES Debtors and AE Supply terminatedall claims by the asset purchase agreementFES Debtors and on February 16, 2018, AE Supply announced its intentthe FES Key Creditor Groups against FirstEnergy, and includes the following terms, among others:
FE will pay certain pre-petition FES Debtors employee-related obligations, which include unfunded pension obligations and other employee benefits.
FE will waive all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) and certain post-petition claims, against the FES Debtors related to the FES Debtors and their businesses, including the full borrowings by FES under the $500 million secured credit facility, the $200 million credit agreement being used to support surety bonds, the BNSF Railway Company/CSX Transportation, Inc. rail settlement guarantee, and the FES Debtors' unfunded pension obligations.
The nonconsensual release of all claims against FirstEnergy by the FES Debtors' creditors, which was subsequently waived pursuant to the Waiver Agreement, discussed below.
A $225 million cash payment from FirstEnergy.
An additional $628 million cash payment from FirstEnergy, which may be decreased by the amount, if any, of cash paid by FirstEnergy to 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.

WithFES Debtors under the sale ofIntercompany Income Tax Allocation Agreement for the gas plants completed, upon the consummation of the sale of AGC's interest in the Bath County hydroelectric power station ortax benefits related to the sale or deactivation of certain plants. On November 21, 2019, FirstEnergy, the FES Debtors, the UCC, and the FES Key Creditors Group entered into an amendment to the settlement agreement, which among other things, changed the $628 million


82




note issuance, into a cash payment to be made upon emergence. The amendment was approved by the Bankruptcy Court on December 16, 2019.
Transfer of the Pleasants Power Station and related assets, including the economic interests therein as of January 1, 2019, and a requirement that FE continues to provide access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. In addition, FE provides guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility. On January 21, 2020, AE Supply, FG and a newly formed subsidiary of FG, entered into a letter agreement authorizing the transfer of Pleasants Power Station prior to the FES Debtors’ emergence from bankruptcy. The letter agreement was approved by the Bankruptcy Court on January 28, 2020. The transfer of the Pleasants Power Station was completed on January 30, 2020.
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit for nine months of the FES Debtors' shared service costs beginning as of April 1, 2018 through December 31, 2018, in an amount not to exceed $112.5 million, and FirstEnergy agrees to extend the availability of shared services until no later than June 30, 2020.
Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ending December 31, 2019).
FirstEnergy agrees to perform under the Intercompany Tax Allocation Agreement through the FES Debtors’ emergence from bankruptcy, at which time FirstEnergy will waive a 2017 overpayment for NOLs of approximately $71 million, reverse 2018 estimated payments for NOLs of approximately $88 million and pay the FES Debtors for the use of NOLs in an amount no less than $66 million for 2018. Based on the 2018 federal tax return filed in September 2019, FirstEnergy owes the FES debtors approximately $31 million associated with 2018, which will be paid upon emergence. Based on current estimates for the 2019 tax return to be filed in 2020, FirstEnergy estimates that it owes the FES Debtors approximately $83 million of which FirstEnergy has paid $14 million as of December 31, 2019. The estimated amounts owed to the FES Debtors for 2018 and 2019 tax returns excludes amounts allocated for non-deductible interest as discussed in Note 3, "Discontinued Operations." FirstEnergy is currently reconciling tax matters under the Intercompany Tax Allocation Agreement with the FES Debtors.

The FES Bankruptcy settlement agreement remains subject to satisfaction of certain conditions. There can be no assurance that such conditions will be satisfied or the FES Bankruptcy settlement agreement will be otherwise consummated, and the actual outcome of this matter may differ materially from the terms of the agreement described herein. FirstEnergy will continue to evaluate the impact of any new factors on the settlement and their relative impact on the financial statements.
In connection with the FES Bankruptcy settlement agreement, FirstEnergy entered into a separation agreement with the FES Debtors to implement the separation of the FES Debtors and their businesses from FirstEnergy. A business separation committee was established between FirstEnergy and the FES Debtors to review and determine issues that arise in the context of the separation of the FES Debtors’ businesses from those of FirstEnergy.
As contemplated under the FES Bankruptcy settlement agreement, AE Supply entered into an agreement on December 31, 2018, to transfer the 1,300 MW Pleasants Power Station and related assets to FG, while retaining certain specified liabilities. Under the terms of the agreement, FG acquired the economic interests in Pleasants as of January 1, 2019, and AE Supply is obligatedoperated Pleasants until it transferred, which, as discussed above, occurred on January 30, 2020. After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred, and FE will provide guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility.
On April 11, 2019, the Bankruptcy Court entered an order denying the FES Debtors’ disclosure statement approval motion. The Bankruptcy Court concluded that the nonconsensual third-party releases proposed under the amendedplan of reorganization, which were a condition under the FES Bankruptcy settlement agreement for FirstEnergy’s benefit, were legally impermissible and restated purchase agreement and AE Supply's applicable debt agreementsrendered the plan unconfirmable. On April 18, 2019, FirstEnergy consented 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 portionwaiver of the CES portfolio,condition. Additionally, the FES Debtors agreed to provide FirstEnergy with the same third-party release provided in favor of certain other parties in any plan of reorganization and to pay FirstEnergy approximately $60 million in cash (paid during the second quarter of 2019) to resolve certain outstanding pension and service charges totaling $87 million, 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 operatingresulted in FirstEnergy recognizing 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$27 million pre-tax charge of $2.0 billionto income in the fourthfirst 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 $5002019 ($17 million secured line of credit with FE, all of which was available as of January 31, 2018, its current credit ratingrecognized in continuing operations). Further, the FES Debtors agreed to initiate negotiations with the EPA, OEPA, PA DEP and the current forward wholesale pricing environment present significant challengesNRC to FES. As previously disclosed,obtain those parties’ cooperation with the FES has $515 millionDebtors’ revised plan of maturing debtreorganization. FirstEnergy may choose to participate in 2018 (excluding intra-company debt), beginning withthose negotiations at its option. On May 20, 2019, the Bankruptcy Court approved the waiver and a $100 million principal payment due April 2, 2018. Basedrevised disclosure statement.
In August 2019, the Bankruptcy Court held hearings to consider whether to confirm the FES Debtors’ plan of reorganization. Upon the conclusion of the hearing, the Bankruptcy Court ruled against the objections of several parties, including FERC and OVEC. However, the Bankruptcy Court ruled in favor of the objections made by certain of the FES Debtors’ unions regarding their collective bargaining agreements. The Bankruptcy Court adjourned the hearing without ruling on FES' current senior unsecured debt rating, capital structureconfirmation and long-term cash flow projections,explained that the debt maturities are unlikelyonly issue to be refinanced. Although management continuesresolved was the acceptance or rejection by the FES Debtors of the collective bargaining agreements at issue.
In October 2019, the FES Debtors and the unions objecting to explore cost reductionsconfirmation of the plan of reorganization reached an agreement framework and other optionsthe unions agreed to improvewithdraw their objections to the plan of reorganization. On October 15, 2019, the Bankruptcy Court held a hearing to confirm the FES Debtors’ plan of reorganization, and on October 16, 2019, entered a final order confirming the FES Debtors' plan of reorganization. On October 29, 2019, several parties, including FERC, filed notices of appeal with the United States District Court for the Northern District of Ohio appealing the Bankruptcy Court’s final order approving FES Debtors’ plan of reorganization. On December 3, 2019, the NRC provided its approval. The emergence of the FES Debtors from bankruptcy


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pursuant to the confirmed plan of reorganization is subject to the satisfaction of certain conditions, including approvals from the FERC.
Restricted Cash

Restricted cash flow, these obligationsprimarily relates to the consolidated VIE's discussed below. The cash collected from JCP&L, MP, PE and the Ohio Companies' customers is used to service debt of 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.respective funding companies.
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 TrAILthe Transmission Companies 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, the Utilities and the UtilitiesTransmission Companies net their regulatory assets and liabilities based on federal and state jurisdictions.


AsManagement assesses the probability of recovery of regulatory assets at each balance sheet date and whenever new events occur. Factors that may affect probability include changes in the regulatory environment, issuance of a resultregulatory commission order or passage of new legislation. Management applies judgment in evaluating the Tax Act, FirstEnergy adjusted its net deferred tax liabilitiesevidence available to assess the probability of recovery of regulatory assets from customers, including, but not limited to evaluating evidence related to precedent for similar items at the Company and information on comparable companies within similar jurisdictions, as well as assessing progress of communications between the Company and regulators. Certain of these regulatory assets, totaling approximately $111 million as of December 31, 2017, for the reduction in the corporate income tax2019, are recorded based on prior precedent or anticipated recovery based on 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 withmaking premises without 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.specific order.


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The following table provides information about the composition of net regulatory assets and liabilities as of December 31, 20172019 and December 31, 2016,2018, and the changes during the year ended December 31, 2017:

2019:
Net Regulatory Assets (Liabilities) by Source December 31,
2019
 December 31,
2018
 Change
  (In millions)
Regulatory transition costs $(8) $49
 $(57)
Customer payables for future income taxes (2,605) (2,725) 120
Nuclear decommissioning and spent fuel disposal costs (197) (148) (49)
Asset removal costs (756) (787) 31
Deferred transmission costs 298
 170
 128
Deferred generation costs 214
 202
 12
Deferred distribution costs 155
 208
 (53)
Contract valuations 51
 72
 (21)
Storm-related costs 551
 500
 51
Other 36
 52
 (16)
Net Regulatory Liabilities included on the Consolidated Balance Sheets $(2,261) $(2,407) $146

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)


RegulatoryThe following table provides information about the composition of net regulatory assets that do not earn a current return totaled approximately $7 million and $153 million as of December 31, 20172019 and 2016, 2018, of which approximately $228 million and $290 million, respectively, primarily related to storm damage costs, and are currently being recovered through rates.rates over varying periods depending on the nature of the deferral and the jurisdiction.
Regulatory Assets by Source Not Earning a Current Return December 31,
2019
 December 31,
2018
 Change
    (in millions)  
Regulatory transition costs $7
 $10
 $(3)
Deferred transmission costs 27
 80
 (53)
Deferred generation costs 15
 8
 7
Storm-related costs 471
 363
 108
Other 25
 42
 (17)
Regulatory Assets Not Earning a Current Return $545
 $503
 $42



84

REVENUES AND



CUSTOMER 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.Utilities. There was no material concentration of receivables as of December 31, 20172019 and 20162018, with respect to any particular segment of FirstEnergy’s customers. Billed and unbilled customer receivables as of December 31, 20172019 and 20162018, net of allowance for uncollectible accounts, are included below. The allowance for uncollectible customer receivables is based on historical loss information comprised of a rolling 36-month average net write-off percentage of revenues.
Customer Receivables December 31, 2019 December 31, 2018
  (In millions)
Billed $564
 $686
Unbilled 527
 535
Total $1,091
 $1,221
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


BasicThe convertible preferred stock issued in January 2018 (see Note 11, "Capitalization") is considered participating securities since these shares participate in dividends on common stock on an "as-converted" basis. As a result, EPS of common stock is computed using the two-class method required for participating securities.

The two-class method uses an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available only to common stockholders. Under the two-class method, net income attributable to common stockholders is derived by subtracting the following from income from continuing operations:

preferred stock dividends,
deemed dividends for the amortization of the beneficial conversion feature recognized at issuance of the preferred stock (if any), and
an allocation of undistributed earnings between the common stock and the participating securities (convertible preferred stock) based on their respective rights to receive dividends.

Net losses are not allocated to the convertible preferred stock as they do not havea contractual obligation to share in the losses of FirstEnergy. FirstEnergy allocates undistributed earnings based upon income from continuing operations.

The preferred stock included an embedded conversion option at a price that was below the fair value of the common stock on the commitment date. This beneficial conversion feature, which was approximately $296 million, represents the difference between the fair value per share of the common stock areand the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature was amortized as a deemed dividend over the period from the issue date to the first allowable conversion date (July 22, 2018) as a charge to OPIC, since FE is in an accumulated deficit position with no retained earnings to declare a dividend. As noted above, for EPS reporting purposes, this beneficial conversion feature was reflected in net income attributable to common stockholders as a deemed dividend and was fully amortized in 2018.

Basic EPS available to common stockholders is computed usingby dividing income available to common stockholders by the weighted average number of common shares outstanding during the relevant period as the denominator. The denominator for diluted earnings per share ofperiod. Participating securities are excluded from basic weighted average ordinary shares outstanding. Diluted EPS available to common stock reflectsstockholders is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding, plus the potential additionalincluding all potentially dilutive common shares, if the effect of such common shares is dilutive.

Diluted EPS reflects the dilutive effect of potential common shares from share-based awards and convertible shares of preferred stock. The dilutive effect of outstanding share-based awards is computed using the treasury stock method, which assumes any proceeds that could result if dilutive securities and other agreementsbe obtained upon the exercise of the award would be used to issuepurchase common stock at the average market price for the period. The dilutive effect of the convertible preferred stock is computed using the if-converted method, which assumes conversion of the convertible preferred stock at the beginning of the period, giving income recognition for the add-back of the preferred share dividends, amortization of beneficial conversion feature, and undistributed earnings allocated to preferred stockholders.


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  Year Ended December 31,
Reconciliation of Basic and Diluted EPS of Common Stock 2019 2018 2017
     
(In millions, except per share amounts)      
EPS of Common Stock      
Income from continuing operations $904
 $1,022
 $(289)
Less: Preferred dividends (3) (71) 
Less: Amortization of beneficial conversion feature 
 (296) 
Less: Undistributed earnings allocated to preferred stockholders(1)
 (1) 
 
Income (loss) from continuing operations available to common stockholders 900
 655
 (289)
Discontinued operations, net of tax 8
 326
 (1,435)
Less: Undistributed earnings allocated to preferred stockholders (1)
 
 
 
 
Income (loss) from discontinued operations available to common stockholders 8
 326
 (1,435)
       
Income (loss) attributable to common stockholders, basic $908
 $981
 $(1,724)
       
Income allocated to preferred stockholders, preferred dilutive (2)

 4
 N/A
 N/A
       
Income (loss) attributable to common stockholders, dilutive $912
 $981
 $(1,724)
       
Share Count information:      
Weighted average number of basic shares outstanding 535
 492
 444
Assumed exercise of dilutive stock options and awards 3
 2
 
Assumed conversion of preferred stock 4
 
 
Weighted average number of diluted shares outstanding 542
 494
 444
       
Income (loss) attributable to common stockholders, per common share:      
Income from continuing operations, basic $1.69
 $1.33
 $(0.65)
Discontinued operations, basic 0.01
 0.66
 (3.23)
Income (loss) attributable to common stockholders, basic $1.70
 $1.99
 $(3.88)
       
Income from continuing operations, diluted $1.67
 $1.33
 $(0.65)
Discontinued operations, diluted 0.01
 0.66
 (3.23)
Income (loss) attributable to common stockholders, diluted
 $1.68
 $1.99
 $(3.88)

(1)
Undistributed earnings were not allocated to participating securities for the year ended December 31, 2018, as income from continuing operations less dividends declared (common and preferred) and deemed dividends were a net loss. Undistributed earning allocated to participating securities for the year ended December 31, 2019 were immaterial.
(2)
The shares of common stock issuable upon conversion of the preferred shares (26 million shares) were not included for 2018 as their inclusion would be anti-dilutive to basic EPS from continuing operations. Amounts allocated to preferred stockholders of $4 million for the year ended December 31,2019 are included within Income from continuing operations available to common stockholders for diluted earnings.

For the years ended December 31, 2018 and 2017, approximately 1 million and 3 million shares from stock options and awards were exercised. As discussed belowexcluded from the calculation of diluted shares outstanding, respectively, as their inclusion would be antidilutive, and, in "New Accounting Pronouncements," FirstEnergy adopted ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," beginning January 1, 2017.the case of 2017, a result of the net loss for the period. For the year ended December 31, 2017, there2019, 0 shares from stock options or awards were no material impacts toexcluded from the basic orcalculation of diluted earnings per share due to the new standard.shares.





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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, 20172019 and 20162018, were as follows:
  December 31, 2019
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total
  (In millions)
Regulated Distribution $28,735
 $(8,540) $20,195
 $744
 $20,939
Regulated Transmission 12,023
 (2,383) 9,640
 526
 10,166
Corporate/Other 1,009
 (504) 505
 40
 545
Total $41,767
 $(11,427) $30,340
 $1,310
 $31,650

  December 31, 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 December 31, 2018
Property, Plant and Equipment 
In Service(1)
 Accum. Depr. Net Plant CWIP Total PP&E 
In Service(1)
 Accum. Depr. Net Plant CWIP Total
 (In millions) (In millions)
Regulated Distribution $24,979
 $(7,169) $17,810
 $472
 $18,282
 $27,520
 $(8,132) $19,388
 $628
 $20,016
Regulated Transmission 9,342
 (1,948) 7,394
 383
 7,777
 11,041
 (2,210) 8,831
 545
 9,376
Competitive Energy Services(2)
 8,680
 (6,267) 2,413
 453
 2,866
Corporate/Other 766
 (347) 419
 43
 462
 908
 (451) 457
 62
 519
Total $43,767
 $(15,731) $28,036
 $1,351
 $29,387
 $39,469
 $(10,793) $28,676
 $1,235
 $29,911


(1) Includes capitalfinance leases of $238$163 million and $244$173 million atas of December 31, 20172019 and 2016,2018, 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 ofabove. Regulated Distribution which has approximately $2.1$2 billion of total regulated generation property, plant and equipment.


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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 depreciation rates for FirstEnergy'sFirstEnergy were 2.7%, 2.6% and FES' electric plant2.4% in 2019, 2018 and 2017, 2016 and 2015 are shown in the following table:respectively.
  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, 20162019, 2018 and 2015,2017, capitalized financing costs on FirstEnergy's Consolidated Statements of Income (Loss) include $35$45 million, $37$46 million and $49$35 million, respectively, of allowance for equity funds used during construction and $44$26 million, $66$19 million and $68$17 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%16.25% interest (1,200(487 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$161 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.2019. AGC is obligated to pay its share of the costs of this jointly-owned facility in the same proportion as its ownership interestinterests 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% byprovides the generation capacity from this facility to its owner, 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 TMI-2 nuclear power plantsplant 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'sFirstEnergy'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. FEFirstEnergy uses an expected cash flow approach to measure the fair value of the nuclear decommissioning and environmental remediation ARO,AROs, considering the expected


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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).associated asset and/or regulatory requirements. 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. In certain circumstances, FirstEnergy has recovery of asset retirement costs and, as such, certain accretion and depreciation is offset against regulatory assets.




87




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, 2017,2019, are described further in Note 14,13, "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 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 of a reporting unit is less than its carrying value or bypasses the qualitative assessment, then the quantitative goodwill impairment test is performed to identify a potential goodwill impairment and measure the amount of impairment to be recognized, if any.

FirstEnergy's reporting units are consistent with its reportable segments and consist of Regulated Distribution and Regulated Transmission, and CES.Transmission. The following table presents goodwill by reporting unit for the year ended as of December 31, 2017:2019:
  Regulated Distribution Regulated Transmission Consolidated
  (In millions)
Goodwill $5,004
 $614
 $5,618

Goodwill Regulated Distribution Regulated Transmission Consolidated
  (In millions)
Balance as of December 31, 2017 $5,004
 $614
 $5,618


FirstEnergy tests goodwill for impairment annually as of July 31 and considers more frequent testing if indicators of potential impairment arise.

As of July 31, 2017,2019, 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 valuevalues and 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 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 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 or liabilities. In 2017, 2016 and 2015, FirstEnergy recognized $13 million, $21 million


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and $102 million, respectively, of OTTI. During the same periods, FES recognized OTTI of $13 million, $19 million and $90 million, respectively. The fair values of FirstEnergy’s investments are disclosed in Note 10, "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.

DERIVATIVES

FirstEnergy is exposed to financial risks resulting from fluctuating interest rates and commodity prices, including prices for electricity, coal and energy transmission. To manage the volatility related 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 may use a variety of derivative instruments for risk management purposes including forward contracts, options, futures contracts and swaps.

FirstEnergy accounts for derivative instruments on its Consolidated Balance Sheets at fair value unless they meet the normal purchases and normal sales criteria. 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.
VARIABLE INTEREST ENTITIES

FirstEnergy performs qualitative analyses based on control and economics to determine whether a variable interest classifies FirstEnergy as the primary beneficiary (a controlling financial interest) of a VIE. An enterprise has a controlling financial interest if it has both power and economic control, such that an entity has: (i) the power to direct the activities of a VIE that most significantly


88




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.

In order to evaluate contracts for consolidation treatment and entities for which FirstEnergy has an interest, FirstEnergy aggregates variable interests into 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 June 2013, SPEs formed by the Ohio Companies issued approximately $445 million of pass-through trust certificates supported by phase-in recovery bonds to securitize the recovery of certain all electric customer heating discounts, fuel and purchased power regulatory assets.
JCP&L Securitization - JCP&L Transition Funding II sold transition bonds to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS.
MP and PE Environmental Funding Companies - Bankruptcy remote, special purpose limited liability companies that are indirect subsidiaries of MP and PE which issued environmental control bonds.
See Note 2, "Asset Sales11, “Capitalization,” for additional information on securitized bonds.

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 ventures economic performance. FEV's ownership interest is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $28 million.
As discussed in Note 15, "Commitments, Guarantees and Impairments,Contingencies," FE is the guarantor under Global Holding's $120 million syndicated senior secured term loan facility due November 12, 2024, under which Global Holding's outstanding principal balance is $114 million as of December 31, 2019. 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 its guarantee, resulting in consolidation of Global Holding by FE.

PATH WV - PATH, a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012, is a series limited liability company that is comprised of multiple series, each of which has separate rights, powers and duties regarding specified property and the series profits and losses associated with such property. A subsidiary of FE owns 100% of the Allegheny Series (PATH-Allegheny) and 50% of the West Virginia Series (PATH-WV), which is a joint venture with a subsidiary of AEP. FirstEnergy is not the primary beneficiary of PATH-WV, as it does not have control over the significant activities affecting the economics of PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $18 million.

Purchase Power Agreements- FirstEnergy evaluated its PPAs and determined that certain NUG entities at its Regulated Distribution segment may be VIEs to the extent that they own a plant that sells substantially all of its output to the applicable utilities and the contract price for power is correlated with the plant’s variable costs of production.

FirstEnergy maintains 10 long-term PPAs with NUG entities that were entered into pursuant to PURPA. FirstEnergy was not involved in the creation of, and has 0 equity or debt invested in, any of these entities. FirstEnergy has determined that for inventory-related charges recognizedall but 1 of these NUG entities, it does not have a variable interest, or the entities do not meet the criteria to be considered a VIE. FirstEnergy may hold a variable interest in 2017.the remaining 1 entity; however, it applied the scope exception that exempts enterprises unable to obtain the necessary information to evaluate entities.

Because FirstEnergy has 0 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 contract that may contain a variable interest were $116 million and $108 million, respectively, during the years ended December 31, 2019 and 2018.

FES and FENOC - Asa result of the Chapter 11 bankruptcy filing discussed in Note 3, "Discontinued Operations," FE evaluated its investments in FES and FENOC and determined they are VIEs. FE is not the primary beneficiary because it lacks a controlling interest in FES and FENOC, which are subject to the jurisdiction of the Bankruptcy Court as of March 31, 2018. The carrying values of the equity investments in FES and FENOC were 0 at December 31, 2019.


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NEW ACCOUNTING PRONOUNCEMENTS


Recently Adopted Pronouncements


ASU 2016-09, 2016-02, "Leases (Topic 842)"Improvements (Issued February 2016 and subsequently updated to Employee Share-Based Payment Accounting" (Issued March 2016)address implementation questions): ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments. The new guidance requires all income tax effectsorganizations that lease assets with lease terms of awardsmore than 12 months to be recognizedrecognize assets and liabilities for the rights and obligations created by those leases on their balance sheets, as well as new qualitative and quantitative disclosures. FirstEnergy implemented a third-party software tool that assisted with the initial adoption and will assist with ongoing compliance. FirstEnergy chose to apply the requirements of the standard in the income statement when the awards vest or are settled. It also does not require liability accounting when an employer repurchases moreperiod of an employee’s shares for tax withholding purposes. FirstEnergy adopted ASU 2016-09adoption (January 1, 2019) with no restatement of prior periods. Upon adoption, on January 1, 2017. Upon adoption,2019, FirstEnergy elected to account for forfeitures as they occur. The change was applied on a modified retrospective basisincreased assets and liabilities by$186 million, 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.results of operations or cash flows. See Note 8, "Leases," for additional information on FirstEnergy's leases.


Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB washas not adopted in 2017.yet been adopted. 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,


136




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 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)2016 and subsequently updated): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for expected 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. Early2019, with early adoption is permitted for fiscal years beginning after December 15, 2018.permitted. FirstEnergy has analyzed its financial instruments within the scope of this guidance, primarily trade receivables, AFS debt securities and certain third-party guarantees and does not expect a material impact to its financial statements upon adoption in 2020.


ASU 2016-16,2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than InventoryImplementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (issued October 2016)(Issued August 2018): ASU 2016-16 eliminates2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over 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 saleterm of the assetarrangement, if those costs would be capitalized by the customers 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.a software licensing arrangement. The guidance iswill be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early2019, with early adoption is permittedpermitted. FirstEnergy does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2019-12, "Simplifying the Accounting for Income Taxes" (Issued in December 2019): ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the modified retrospective approachrecognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance 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 prospectively2020, with early adoption permitted.
2. REVENUE

FirstEnergy accounts for revenues from contracts with customers under ASC 606, "Revenue from Contracts with Customers." Revenue from leases, financial instruments, other contractual rights or obligations and other revenues that are not from contracts with customers are outside the scope of the new standard and accounted for under other existing GAAP. FirstEnergy has elected to any transactions occurring withinexclude sales taxes and other similar taxes collected on behalf of third parties from revenue as prescribed in the period of adoption. FirstEnergy will not early adopt thisnew standard.

ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost As a result, tax collections and Net Periodic Postretirement Benefit Cost" (Issued March 2017): ASU 2017-07 requires entities to retrospectively (1) disaggregate the current-service-cost componentremittances are excluded from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employeesrecognition in the income statement and (2) presentinstead recorded through the other components elsewhere in the income statementbalance sheet. Excise and outside of income from operations if such a subtotal is presented. As a result of the retrospective presentation,gross receipts taxes that are assessed on FirstEnergy will reclassify approximately $62 million of non-service costs, excluding the annual mark-to-market, to Other Income/Expense relatedare not subject to the fiscal year 2017 withinelection and are included in revenue. FirstEnergy has elected the 2018 financial statements. In addition, ASU 2017-07 requires service costs to be capitalized as appropriateoptional invoice practical expedient for most of its revenues and, non-service costs to be charged to earnings. FirstEnergy will present non-service costs in the caption “Miscellaneous Income” with the exception of JCP&L transmission, utilizes the optional short-term contract exemption for transmission revenues due to the annual mark-to-market adjustmentestablishment of revenue requirements, which will be disclosed separately. eliminates the need to provide certain revenue disclosures regarding unsatisfied performance obligations.


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




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adoption or retrospectivelyFirstEnergy’s revenues are primarily derived from electric service provided by the Utilities and Transmission Companies. The following tables represent a disaggregation of revenue from contracts with customers for the year ended December 31, 2019, by type of service from each reportable segment:
Revenues by Type of Service Regulated Distribution Regulated Transmission 
Corporate/Other and Reconciling Adjustments (1)
 Total
  (In millions)
Distribution services(2)
 $5,133
 $
 $(83) $5,050
Retail generation 3,727
 
 (57) 3,670
Wholesale sales(2)
 411
 
 12
 423
Transmission(2)
 
 1,510
 
 1,510
Other 150
 
 2
 152
Total revenues from contracts with customers $9,421
 $1,510
 $(126) $10,805
ARP 181
 
 
 181
Other non-customer revenue 96
 16
 (63) 49
Total revenues $9,698
 $1,526
 $(189) $11,035

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes reductions to each period (or periods) in which the effect of the income tax rate changerevenue related to amounts subject to refund resulting from the Tax Act is recognized. FirstEnergy did not adopt this ASU as($16 million at Regulated Distribution and $19 million at Regulated Transmission).

The following tables represent a disaggregation of revenue from contracts with customers for the year ended December 31, 2017.2018, by type of service from each reportable segment:
Revenues by Type of Service Regulated Distribution Regulated Transmission 
Corporate/Other and Reconciling Adjustments (1)
 Total
  (In millions)
Distribution services(2)
 $5,159
 $
 $(104) $5,055
Retail generation 3,936
 
 (54) 3,882
Wholesale sales(2)
 502
 
 22
 524
Transmission(2)
 
 1,335
 
 1,335
Other 144
 
 4
 148
Total revenues from contracts with customers $9,741
 $1,335
 $(132) $10,944
ARP 254
 
 
 254
Other non-customer revenue 108
 18
 (63) 63
Total revenues $10,103
 $1,353
 $(195) $11,261

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes $147 million in net reductions to revenue related to amounts subject to refund resulting from the Tax Act ($131 million at Regulated Distribution and $16 million at Regulated Transmission).

Other non-customer revenue includes revenue from late payment charges of $37 million and $39 million, as well as revenue from derivatives of $8 million and $18 million, respectively, for the years ended December 31, 2019 and 2018.

Regulated Distribution

The Regulated Distribution segment distributes electricity through FirstEnergy’s 10 utility operating companies and also controls 3,790 MWs of regulated electric generation capacity located primarily in West Virginia, Virginia and New Jersey. Each of the Utilities earns revenue from state-regulated rate tariffs under which it provides distribution services to residential, commercial and industrial customers in its service territory. The Utilities are obligated under the regulated construct to deliver power to customers reliably, as it is needed, which creates an implied monthly contract with the end-use customer. See Note 14 "Regulatory Matters," for additional information on rate recovery mechanisms. Distribution and electric revenues are recognized over time as electricity is distributed and delivered to the customer and the customers consume the electricity immediately as delivery occurs.

Retail generationsales relate to POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey and Maryland, as well as generation sales in West Virginia that are regulated by the WVPSC. Certain of the Utilities have default service


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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 varies depending on the level of shopping that occurs. Supply plans vary by state and by service territory. Default service for the Ohio Companies, Pennsylvania Companies, JCP&L and PE's Maryland jurisdiction are provided through a competitive procurement process approved by each state's respective commission. Retail generation revenues are recognized over time as electricity is delivered and consumed immediately by the customer.

The following table represents a disaggregation of the Regulated Distribution segment revenue from contracts with distributionservice and retail generation customers for the years ended December 31, 2019 and 2018, by class:
  For the Years Ended December 31,
Revenues by Customer Class 2019 2018
  (In millions)
Residential $5,412
 $5,598
Commercial 2,252
 2,350
Industrial 1,106
 1,056
Other 90
 91
Total $8,860
 $9,095


Wholesale sales primarily consist of generation and capacity sales into the PJM marketfrom FirstEnergy's regulated electric generation capacity and NUGs. Certain of the Utilities may also purchase power in the PJM markets to supply power to their customers. Generally, these power sales from generation and purchases to serve load are netted hourly and reported gross as either revenues or purchased power on the Consolidated Statements of Income (Loss) based on whether the entity was a net seller or buyer each hour. Capacity revenues are recognized ratably over the PJM planning year at prices cleared in the annual PJM Reliability Pricing Model Based Residual Auction and incremental auctions. Capacity purchases and sales through PJM capacity auctions are reported within revenues on the Consolidated Statements of Income (Loss). Certain capacity income (bonuses) and charges (penalties) related to the availability of units that have cleared in the auctions are unknown and not recorded in revenue until, and unless, they occur.

The Utilities’ distribution customers are metered on a cycle basis. 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, the Utilities accrue the estimated unbilled amount as revenue and reverse the related prior period estimate. Customer payments vary by state but are generally due within 30 days.

ASC 606 excludes industry-specific accounting guidance for recognizing revenue from ARPs as these programs represent contracts between the utility and its regulators, as opposed to customers. Therefore, revenue from these programs are not within the scope of ASC 606 and regulated utilities are permitted to continue to recognize such revenues in accordance with existing practice but are presented separately from revenue arising from contracts with customers. FirstEnergy currently has ARPs in Ohio, primarily under Rider DMR, and in New Jersey. Please see Note 14, "Regulatory Matters," for further discussion on Rider DMR.

Regulated Transmission

The Regulated Transmission segment provides transmission infrastructure owned and operated by the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP) to transmit electricity from generation sources to distribution facilities. The segment's revenues are primarily derived from forward-looking formula rates at the Transmission Companies, as well as stated transmission rates at JCP&L, MP, PE and WP. Both the forward-looking formula and stated rates recover costs that the regulatory agencies determine are permitted to be recovered and provide a return on transmission capital investment. Under forward-looking formula rates, the revenue requirement is updated annually based on a projected rate base and projected costs, which is subject to an annual true-up based on actual costs. Revenue requirements under stated rates are calculated annually by multiplying the highest one-hour peak load in each respective transmission zone by the approved, stated rate in that zone. Revenues and cash receipts for the stand-ready obligation of providing transmission service are recognized ratably over time.

Effective January 1, 2018, JCP&L is subject to a FERC-approved settlement agreement that provides an annual revenue requirement of $155 million, which is recognized ratably as revenue over time. Please see Note 14, "Regulatory Matters," for further discussion on tariff amendments approved by FERC on December 19, 2019, to convert JCP&L's existing stated transmission rate to a forward-looking formula transmission rate.



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The following table represents a disaggregation of revenue from contracts with regulated transmission customers by transmission owner for the years ended December 31, 2019 and 2018 by transmission owner:
  For the Years Ended December 31,
Transmission Owner 2019 2018
  (In millions)
ATSI $754
 $664
TrAIL 242
 237
MAIT 224
 150
Other 290
 284
Total Revenues $1,510
 $1,335

2. ASSET SALES AND IMPAIRMENTS3. DISCONTINUED OPERATIONS


YEAR ENDED DECEMBER 31, 2017

Early RetirementFES, FENOC, BSPC and a portion of Nuclear Generating Assets

AsAE Supply (including the Pleasants Power Station), representing substantially all of FirstEnergy’s operations that previously disclosed, FirstEnergy announced acomprised the CES reportable operating segment, are presented as discontinued operations in FirstEnergy’s consolidated financial statements resulting from the FES Bankruptcy and actions taken as part of the strategic review to exit commodity-exposed generation, at CES, which included one or moreas discussed below. Prior period results have been reclassified to conform with such presentation as discontinued operations.

FES and FENOC Chapter 11 Bankruptcy Filing

As discussed in Note 1, "Organization and Basis of Presentation," on March 31, 2018, FES and FENOC announced the FES Bankruptcy. FirstEnergy concluded that it no longer had a controlling interest in the FES Debtors, as the entities are subject to the jurisdiction of the following options:Bankruptcy Court and, accordingly, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy's consolidated financial statements, and FirstEnergy has accounted and will account for its investments in the FES Debtors at fair values of 0. In connection with the disposal and the FES Bankruptcy settlement agreement approved by the Bankruptcy Court in September 2018, as further discussed in Note 1, "Organization and Basis of Presentation," FE recorded an after-tax gain on disposal of $59 million and $435 million in 2019 and 2018, respectively.

legislative or regulatory solutions forBy eliminating a significant portion of its competitive generation assets that recognize their environmental or energy security benefits,
restructuring FES' debtfleet with its creditors,
seeking protection under U.S. bankruptcy laws for FES and likely FENOC, and/or
asset sales and/or plant deactivations. 

As partthe deconsolidation of the FES Debtors, FirstEnergy has concluded the FES Debtors meet the criteria for discontinued operations, as this represents a significant event in management’s strategic review to exit commodity-exposed generation and transition to a fully regulated company.
FES evaluated its optionsBorrowings from FE
On March 9, 2018, FES borrowed $500 million from FE under the secured credit facility, dated as of December 6, 2016, among FES, as borrower, FG and NG as guarantors, and FE, as lender, which fully utilized the committed line of credit available under the secured credit facility. Following deconsolidation of FES, FE fully reserved for the $500 million associated with the borrowings under the secured credit facility. Under the terms of the FES Bankruptcy settlement agreement, FE will release any and all claims against the FES Debtors with respect to its nuclear power plants. Factors consideredthe $500 million borrowed under the secured credit facility.

On March 16, 2018, the FES Debtors withdrew from the unregulated companies' money pool, which included FE, and the FES Debtors. Under the terms of the FES Bankruptcy settlement agreement, FE reinstated $88 million for 2018 estimated payments for NOLs applied against the FES Debtor’s position in the unregulated companies’ money pool prior to their withdrawal on March 16, 2018, which increased the amount the FES Debtors owed FE under the money pool to $92 million. In addition, as partof March 31, 2018, AE Supply had a $102 million outstanding unsecured promissory note owed from FES. Following deconsolidation of the FES Debtors on March 31, 2018, and given the terms of the FES Bankruptcy settlement agreement, FE fully reserved the $92 million associated with the outstanding unsecured borrowings under the unregulated companies' money pool and the $102 million associated with the AE Supply unsecured promissory note. Under the terms of the FES Bankruptcy settlement agreement, FirstEnergy will release any and all claims against the FES Debtors with respect to the $92 million owed under the unregulated money pool and $102 million unsecured promissory note. For the years ended December 31, 2019 and 2018, approximately $33 million and $24 million of interest was accrued and subsequently reserved, respectively.
Services Agreements
Pursuant to the FES Bankruptcy settlement agreement, FirstEnergy entered into an amended and restated shared services agreement with the FES Debtors to extend the availability of shared services until no later than June 30, 2020, subject to reductions in services if requested by the FES Debtors. Under the amended shared services agreement, and consistent with the prior shared services agreements, costs are directly billed or assigned at no more than cost. In addition to providing for certain notice requirements and other terms and conditions, the agreement provided for a credit to the FES Debtors in an amount up to $112.5 million for charges incurred for services provided under prior shared services agreements and the amended shared services agreement from April 1, 2018 through December 31, 2018. The entire credit for shared services provided to the FES Debtors ($112.5 million) has been


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recognized by FE and was included within the loss from discontinued operations as of December 31, 2018. The FES Debtors have paid approximately $152 million for the shared services for the year ended December 31, 2019.
Benefit Obligations
FirstEnergy will retain certain obligations for the FES Debtors' employees for services provided prior to emergence from bankruptcy. The retention of this review included currentobligation at March 31, 2018, resulted in a net liability of $820 million (including EDCP, pension and forecasted market conditions, such as wholesale powerOPEB) with a corresponding loss from discontinued operations. EDCP and capacity prices, legislative and regulatory solutions that recognize their environmental and energy securitypension/OPEB service costs earned by the FES Debtors' employees during bankruptcy are billed under the shared services agreement. As FE continues to provide pension benefits and many other factors,to FES/FENOC employees, certain components of pension cost, including the significant capitalmark to market, are seen as providing ongoing services 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 billionare reported in the fourth quartercontinuing operations of 2017FE, subsequent to fully impair the nuclear facilities, includingbankruptcy filing. FE has billed the generating plantsFES Debtors approximately $37 million for their share of pension and nuclear fuel as well asOPEB service costs for the year ended December 31, 2019.
Purchase Power
FES at times provides power through affiliated company power sales to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation. The charges consistedmeet a portion 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
   

Utilities' POLR and default service requirements and provides power to certain affiliates' facilities. As of December 31, 2019, the Utilities owed FES approximately $10 million related to these purchases. The fair value analysisterms and conditions of the power purchase agreements are generally consistent with industry practices and other similar third-party arrangements. The Utilities purchased and recognized in continuing operations approximately $171 million and $318 million of power purchases from FES for the generating assets wasyears ended December 31, 2019 and 2018, respectively.
Income Taxes
For U.S. federal income taxes, until emergence from bankruptcy, the FES Debtors will continue to be consolidated in FirstEnergy’s tax return and taxable income will be determined based on the income approach,tax basis of underlying individual net assets. Deferred taxes previously recorded on the inside basis differences may not represent the actual tax consequence for the outside basis difference, causing a discounted cash flow method,recharacterization of an existing consolidated-return NOL as a future worthless stock deduction. FirstEnergy currently estimates a future worthless stock deduction of approximately $4.8 billion ($1.0 billion, net of tax) and is net of unrecognized tax benefits of $448 million ($94 million, net of tax). The estimated worthless stock deduction is contingent upon the emergence of the FES Debtors from the FES Bankruptcy and such amounts may be materially impacted by future events.

Additionally, the Tax Act amended Section 163(j) of the Code, limiting interest expense deductions for corporations but with exemption for certain regulated utilities. On November 26, 2018, the IRS issued proposed regulations implementing Section 163(j), including application to determineconsolidated groups with both regulated utility and non-regulated members. Based on its interpretation of these proposed regulations, FirstEnergy has estimated the amount of deductible interest for its consolidated group in 2019 and 2018 and has recorded a deferred tax asset on the impairment. Key assumptions usednondeductible portion as it is carried forward with an indefinite life. However, the deferred tax asset related to the carryforward of nondeductible interest has a full valuation allowance recorded against it as future profitability from sources other than regulated utility businesses is required for utilization. In 2019 and 2018, FirstEnergy recorded tax expense of $54 million and $60 million, respectively, resulting from the valuation allowance, of which $14 million and $27 million has been reflected as an uncertain tax position in determining2019 and 2018, respectively. All tax expense related to nondeductible interest in 2019 and 2018 has been recorded in discontinued operations as it is entirely attributed to the pre-tax non-cash charge included forward power and capacity price projections, the expected economic useful lifeinclusion of the plants (includingFES Debtors in FirstEnergy's consolidated group and therefore, pursuant to the likelihood thatIntercompany Tax Sharing Agreement, has been allocated to the facilities will be deactivated beforeFES Debtors. FE has fully reserved the endamount of their estimated useful lives),non-deductible interest allocated to 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 consistentFES Debtors in connection with the public intereston-going reconciliations under the Intercompany Tax Allocation Agreement with the FES Debtors.
See Note 1, "Organization and Basis of Presentation," for further discussion of the settlement among FirstEnergy, the FES Key Creditor Groups, the FES Debtors 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.UCC.



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Competitive Generation Asset SaleSales


FirstEnergy announced in January 2017 that AE Supply and AGC had entered into an asset purchase agreement with a subsidiary of LS Power Equity Partners III, LP, as amended and restated in August 2017, to sell four4 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. Theplants. On March 1, 2018, AE Supply completed 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 ofFacility. On May 3, 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,County. Also, on May 3, 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 offollowing the closing of the transaction.sale by AGC of a portion of its ownership interest in Bath County, AGC completed the redemption of AE Supply's shares in AGC and AGC became a wholly owned subsidiary of MP.


Assets held for sale related to this transaction as of December 31, 2017, include property, plantOn March 9, 2018, BSPC 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 settlementFG entered into an asset purchase agreement with FERC, which is subject to a final order. As a result ofWalleye Power, LLC (formerly Walleye Energy, LLC), for 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 operationssale 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 ofGenerating Facility, including 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 and136 MW Bay Shore Unit 1 deactivations. In addition, FirstEnergy and other retired coal-fired generating equipment owned by FG. The Bankruptcy Court approved the sale on July 13, 2018, and the transaction was completed on July 31, 2018.

As contemplated under the FES recorded terminationBankruptcy settlement agreement, AE Supply entered into an agreement on December 31, 2018, to transfer the 1,300 MW Pleasants Power Station and settlement costsrelated assets to FG, while retaining certain specified liabilities. Under the terms of the agreement, FG acquired the economic interests in Pleasants as of January 1, 2019, and AE Supply operated Pleasants


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until it transferred, which, as discussed above, occurred on fuel contractsJanuary 30, 2020. After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred, and FE will provide guarantees for certain retained environmental liabilities of approximately $58 million (pre-tax)AE Supply, including the McElroy’s Run CCR Impoundment Facility.
Individually, the AE Supply and BSPC asset sales and Pleasants Power Station transfer did not qualify for reporting as discontinued operations. However, in the second quarteraggregate, the transactions were part of 2016 resulting from plant retirements and deactivations, which is included in the caption of Fuel in the Consolidated Statement of Income (Loss).



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As disclosed in Note 1, "Organization and Basis of Presentation," in November 2016, FirstEnergy announced amanagement’s strategic review to exit its commodity-exposed generation and, when considered with FES' and FENOC’s bankruptcy filings on March 31, 2018, represent a collective elimination of substantially all of FirstEnergy’s competitive generation fleet and meet the criteria for discontinued operations.

Summarized Results of Discontinued Operations

Summarized results of discontinued operations for the years ended December 31, 2019, 2018, and 2017 were as it transitions to a fully regulated utility.follows:

As part of assessing the viability of strategic alternatives, FirstEnergy determined that the carrying value of long-lived assets
  For the Years Ended December 31,
(In millions) 2019 
2018 (3)
 
2017 (3)
       
Revenues $188
 $989
 $3,055
Fuel (140) (304) (879)
Purchased power 
 (84) (268)
Other operating expenses (63) (435) (1,499)
Provision for depreciation 
 (96) (109)
General taxes (14) (35) (103)
Impairment of assets(1)
 
 
 (2,358)
Pleasants economic interest(2)
 27
 
 
Other expense, net (2) (83) (94)
Loss from discontinued operations, before tax (4) (48) (2,255)
Income tax expense (benefit) 47
 61
 (820)
Loss from discontinued operations, net of tax (51) (109) (1,435)
Gain on disposal of FES and FENOC, net of tax 59
 435
 
Income (Loss) from discontinued operations $8
 $326
 $(1,435)
(1) Includes impairment of the competitive business were not recoverable, specifically given FirstEnergy’s target to implement its exit from competitive operations by mid-2018, significantly beforeFES nuclear facilities, the end of the original useful lives,Pleasants Power Station ($120 million), and the anticipated cash flows over this shortened period. As a result, CES recorded a non-cash pre-tax impairment chargecompetitive generation asset sale ($193 million).
(2) Reflects the estimated amounts owed from FG for its economic interests in Pleasants effective January 1, 2019, as further discussed above.
(3) Discontinued operations include results of $9,218 million ($8,082 million at FES)FES and FENOC through March 31, 2018, when deconsolidated from FirstEnergy's financial statements.
The gain on disposal that was recognized in the fourth quarteryear ended December 31, 2019 and 2018, consisted 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.
  For the Years Ended December 31,
(In millions) 2019 2018
Removal of investment in FES and FENOC $
 $2,193
Assumption of benefit obligations retained at FE 
 (820)
Guarantees and credit support provided by FE 
 (139)
Reserve on receivables and allocated pension/OPEB mark-to-market 
 (914)
Settlement consideration and services credit 7
 (1,197)
Loss on disposal of FES and FENOC, before tax 7
 (877)
Income tax benefit, including estimated worthless stock deduction 52
 1,312
Gain on disposal of FES and FENOC, net of tax $59
 $435
Retail SalesAs of December 31, 2019 and Margin: CES' current retail targeted portfolio to estimate future retail sales volume as well as historical financial results to estimate retail margins.
Operating2018, materials and Capital Costs: Estimated future operatingsupplies of $33 million 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 fair value and recognized a non-cash pre-tax impairment charge of $800$25 million, ($23 million - FES) in the second quarter of 2016, which isrespectively, are included in ImpairmentFirstEnergy's Consolidated Balance Sheets as Current assets - discontinued operations.



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FirstEnergy's Consolidated Statements of assetsCash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of cash flow items from discontinued operations for the years ended December 31, 2019, 2018 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).

2017:

  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Income from discontinued operations $8
 $326
 $(1,435)
Gain on disposal, net of tax (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 
 110
 333
Deferred income taxes and investment tax credits, net 47
 61
 (842)
Unrealized (gain) loss on derivative transactions 
 (10) 81
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions 
 (27) (317)
Nuclear fuel 
 
 (254)
Sales of investment securities held in trusts 
 109
 940
Purchases of investment securities held in trusts 
 (122) (999)
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3.4. ACCUMULATED OTHER COMPREHENSIVE INCOME


The changes in AOCI for the years ended December 31, 2017, 20162019, 2018 and 20152017, for FirstEnergy are shown in the following table:
  
Gains & Losses on Cash Flow Hedges (1)
 Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
AOCI Balance, January 1, 2017 $(28) $52
 $150
 $174
         
Other comprehensive income before reclassifications 
 85
 (11) 74
Amounts reclassified from AOCI 10
 (63) (74) (127)
Other comprehensive income (loss) 10
 22
 (85) (53)
Income tax (benefits) on other comprehensive income (loss) 4
 7
 (32) (21)
Other comprehensive income (loss), net of tax 6
 15
 (53) (32)
         
AOCI Balance, December 31, 2017 $(22) $67
 $97
 $142
         
Other comprehensive income before reclassifications 
 (97) (9) (106)
Amounts reclassified from AOCI 8
 (1) (74) (67)
Deconsolidation of FES and FENOC 13
 (8) 
 5
Other comprehensive income (loss) 21
 (106) (83) (168)
Income tax (benefits) on other comprehensive income (loss) 10
 (39) (38) (67)
Other comprehensive income (loss), net of tax 11
 (67) (45) (101)
  

      
AOCI Balance, December 31, 2018 $(11) $
 $52
 $41
         
Other comprehensive income before reclassifications 
 
 (2) (2)
Amounts reclassified from AOCI 2
 
 (29) (27)
Other comprehensive income (loss) 2
 
 (31) (29)
Income tax (benefits) on other comprehensive income (loss) 
 
 (8) (8)
Other comprehensive income (loss), net of tax 2
 
 (23) (21)
         
AOCI Balance, December 31, 2019 $(9) $
 $29
 $20
         
(1)Relates to previous cash flow hedges used to hedge fixed rate long-term debt securities prior to their issuance.
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
         




14196







The following amounts were reclassified from AOCI for FirstEnergy in the years ended December 31, 2017, 20162019, 2018 and 2015:

2017:
  Year Ended December 31, Affected Line Item in Consolidated Statements of Income (Loss)
Reclassifications from AOCI (1)
 2019 
2018 (2)
 2017 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $
 $1
 $2
 Other operating expenses
Long-term debt 2
 7
 8
 Interest expense
  
 (2) (4) Income taxes
  $2
 $6
 $6
 Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $
 $(1) $(40) Discontinued operations
         
Defined benefit pension and OPEB plans        
Prior-service costs $(29) $(74) $(74) 
(3) 
  8
 19
 28
 Income taxes
  $(21) $(55) $(46) Net of tax
         
(1) Amounts in parenthesis represent credits to the Consolidated Statements of Income (Loss) from AOCI.
(2) Includes stranded tax amounts reclassified from AOCI in connection with the adoption of ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income".
(3) Prior-service costs are reported within Miscellaneous income, net within Other Income (Expense) on FirstEnergy’s Consolidated Statements of Income (Loss). Components are included in the computation of net periodic cost (credits), see Note 5, "Pension and Other Postemployment Benefits," for additional details.
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 the years ended December 31, 2017, 2016 and 2015 for FES are shown in the following 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
         


143




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.

4.5. 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. Under the cash-balance portion of the Pension Plan (for employees hired on or after January 1, 2014), FirstEnergy makes contributions to eligible employee retirement accounts based on a pay credit and an interest credit. 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.
FirstEnergy recognizes 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, 2019, 2018, and 2017 2016,were $676 million, $145 million, and 2015 were $141 million, $147respectively. Of these amounts, approximately $2 million, $1 million, and $242$39 million, are included in discontinued operations for the years ended December 31, 2019, 2018, and 2017, respectively. In 2017,2019, the pension and OPEB mark-to-market adjustment primarily reflects a 50110 bps decrease in the discount rate used to measure benefit obligations partially offset byand higher than expected asset returns.


FirstEnergy’s pension and OPEB funding policy is based on actuarial computations using the projected unit credit method. 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 to its qualified pension plan of $500 million and addressed anticipated required funding obligations for future yearsthrough 2020 to its qualified pension plan with an additional contributionscontribution of $750 million. On February 1, 2019, FirstEnergy made a $500 million voluntary cash contribution to the qualified pension plan. FirstEnergy expects no required contributions through 2021.
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.




97




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 2017,2019, FirstEnergy’s qualified pension and OPEB plan assets experienced gains of $999$1,492 million,or 15.1%20.2%, compared to gainslosses of $472$371 million, or 8.2%, in 2016 and losses of $(172) million, or (2.7)(4.0)%, in 2015,2018 and


144




gains of $999 million, or 15.1%, in 2017, and assumed a 7.50% rate of return for 20172019, 2018 and 2016 and a 7.75% rate of return for 2015 on plan assets2017 which generated $478$569 million, $429$605 million and $476$478 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 increasedecrease or decreaseincrease 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 2017,2019, the Society of Actuaries released its updatedpublished new mortality tables that include more current data than the RP-2014 tables as well as new improvement scale forscales. An analysis of FirstEnergy pension plans, MP-2017, incorporating three additional years of SSA data on U.S. population mortality. MP-2017 incorporates SSAand OPEB plan mortality data from 2013 to 2015 and a slight modificationindicated the use of two input values designed to improve the model’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 RP2014Pri-2012 mortality table with the projection scale MP-2017MP-2019 was most appropriate. As such, the Pri-2012 mortality table with projection scale MP-2019 was utilized to determine the 20172019 benefit cost and obligation as of December 31, 20172019 for the FirstEnergy pension and OPEB plans. The impact of using the Pri-2012 mortality table with projection scale MP-2017MP-2019 resulted in a decrease into the projected pension benefit obligation of $62approximately $29 million and $3 million for the pension and OPEB plans, respectively, and was included in the 20172019 pension and OPEB mark-to-market adjustment.



Effective in 2019, FirstEnergy changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for pension and OPEB plans. Historically, FirstEnergy estimated these components utilizing a single, weighted average discount rate derived from the yield curve used to measure the benefit obligation. FirstEnergy has elected to use a spot rate approach in the estimation of the components of benefit cost by applying specific spot rates along the full yield curve to the relevant projected cash flows, as this provides a better estimate of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This election is considered a change in estimate and, accordingly, accounted for prospectively, and did not have a material impact on FirstEnergy's financial statements.

Following adoption of ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" in 2018, service costs, net of capitalization, continue to be reported within Other operating expenses on the FirstEnergy Consolidated Statements of Income (Loss). Non-service costs are reported within Miscellaneous income, net, within Other Income (Expense).




14598







  Pension OPEB
Obligations and Funded Status - Qualified and Non-Qualified Plans 2019 2018 2019 2018
  (In millions)
Change in benefit obligation:        
Benefit obligation as of January 1 $9,462
 $10,167
 $608
 $731
         
Service cost 193
 224
 3
 5
Interest cost 373
 372
 22
 25
Plan participants’ contributions 
 
 4
 3
Plan amendments 2
 5
 
 5
Special termination benefits 14
 31
 
 8
Medicare retiree drug subsidy 
 
 1
 1
Annuity purchase 
 (129) 
 
Actuarial (gain) loss 1,535
 (710) 64
 (121)
Benefits paid (529) (498) (48) (49)
Benefit obligation as of December 31 $11,050
 $9,462
 $654
 $608
         
Change in fair value of plan assets:        
Fair value of plan assets as of January 1 $6,984
 $6,704
 $408
 $439
Actual return on plan assets 1,419
 (363) 73
 (8)
Annuity purchase 
 (129) 
 
Company contributions 521
 1,270
 21
 22
Plan participants’ contributions 
 
 4
 3
Benefits paid (529) (498) (48) (48)
Fair value of plan assets as of December 31 $8,395
 $6,984
 $458
 $408
         
Funded Status:        
Qualified plan $(2,203) $(2,093) $
 $
Non-qualified plans (452) (385) 
 
Funded Status (Net liability as of December 31) $(2,655) $(2,478) $(196) $(200)
         
Accumulated benefit obligation $10,439
 $8,951
 $
 $
         
Amounts Recognized in AOCI:        
Prior service cost (credit) $24
 $30
 $(85) $(121)
         
Assumptions Used to Determine Benefit Obligations        
(as of December 31)        
Discount rate 3.34% 4.44% 3.18% 4.30%
Rate of compensation increase 4.10% 4.10% N/A
 N/A
Cash balance weighted average interest crediting rate 2.57% 3.34% N/A
 N/A
         
Assumed Health Care Cost Trend Rates        
(as of December 31)        
Health care cost trend rate assumed (pre/post-Medicare) N/A
 N/A
 6.0-5.5%
 6.0-5.5%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) N/A
 N/A
 4.5% 4.5%
Year that the rate reaches the ultimate trend rate N/A
 N/A
 2028
 2028
         
Allocation of Plan Assets (as of December 31)        
Equity securities 29% 34% 54% 48%
Fixed Income 36% 34% 30% 35%
Hedge funds 9% 11% % %
Insurance-linked securities 2% 2% % %
Real estate funds 7% 10% % %
Derivatives % 2% % %
Private equity funds 4% 2% % %
Cash and short-term securities 13% 5% 16% 17%
Total 100% 100% 100% 100%

  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%






14699







Components of Net Periodic Benefit Costs for the Years Ended December 31, Pension OPEB
 2019 2018 2017 2019 2018 2017
  (In millions)
Service cost $193
 $224
 $208
 $3
 $5
 $5
Interest cost 373
 372
 390
 22
 25
 27
Expected return on plan assets (540) (574) (448) (29) (31) (30)
Amortization of prior service costs (credits) 7
 7
 7
 (36) (81) (81)
Special termination costs (1)
 14
 31
 
 
 8
 
Pension & OPEB mark-to-market adjustment 656
 227
 108
 20
 (82) 13
Net periodic benefit costs (credits) $703
 $287
 $265
 $(20) $(156) $(66)

  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)


(1) Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan, for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ended December 31, 2019).
Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31,* Pension OPEB
 2019 2018 2017 2019 2018 2017
Weighted-average discount rate 4.44% 3.75% 4.25% 4.30% 3.50% 4.00%
Expected long-term return on plan assets 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Rate of compensation increase 4.10% 4.20% 4.20% N/A
 N/A
 N/A

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.

Amounts in the tables above include FES Debtors' share of the net periodic pension and OPEB costs (credits) of $242 million and $(19) million, respectively, for the year ended December 31, 2019. The FES Debtors' share of the net periodic pension and OPEB costs (credits) were $64 million and $(25) million, respectively, for the year ended December 31, 2018, and $60 million and $(17) million, respectively, for the year ended December 31, 2017. The 2019 special termination costs associated with FES' voluntary enhanced retirement package are a component of Discontinued operations in FirstEnergy's Consolidated Statements of Income (Loss). Following the FES Debtors’ voluntary bankruptcy filing, FE has billed the FES Debtors approximately $37 million and $42 million for their share of pension and OPEB service costs for the years ended December 31, 2019 and 2018, 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 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.


100




The following tables set forth pension financial assets that are accounted for at fair value by level within the fair value hierarchy. See Note 10, "Fair Value Measurements," for a description of each level of the fair value hierarchy. There were no significant transfers between levels during 20172019 and 2016.2018.
  December 31, 2017 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $379
 $
 $379
 6 %
Equity investments          
Domestic 695
 27
 
 722
 11 %
International 514
 1,569
 
 2,083
 31 %
Fixed income          
Government bonds 
 251
 
 251
 4 %
Corporate bonds 
 1,237
 
 1,237
 18 %
High yield debt 
 689
 
 689
 10 %
Mortgage-backed securities (non-government) 
 31
 
 31
  %
Alternatives       

  
Hedge funds (Absolute return) 
 635
 
 635
 10 %
Derivatives 
 (1) 
 (1)  %
Real estate funds 
 
 631
 631
 9 %
Total (1)
 $1,209

$4,817

$631
 $6,657
 99 %
           
Private equity funds (2)
       57
 1 %
           
Total Investments       $6,714
 100 %
  December 31, 2019 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $1,069
 $
 $1,069
 13%
Equities 1,532
 828
 
 2,360
 29%
Fixed income:          
Corporate bonds 
 2,064
 
 2,064
 25%
Other(3)
 
 880
 
 880
 11%
Alternatives:       

  
Derivatives (40) 
 
 (40) %
Total (1)
 $1,492

$4,841

$
 $6,333
 78%
           
Private equity funds (2)
       342
 4%
Insurance-linked securities (2)
       186
 2%
Hedge funds (2)
       774
 9%
Real estate funds (2)
       584
 7%
Total Investments       $8,219
 100%


(1) 
Excludes $(10)$176 million as of December 31, 2017,2019, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(2)
Net asset valueAsset Value used as a practical expedient to approximate fair value.
(3)
Includes insurance annuities, bank loans and emerging markets debt.

  December 31, 2018 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $342
 $
 $342
 5%
Equities 1,115
 1,256
 
 2,371
 34%
Fixed income:          
Government bonds 
 59
 
 59
 1%
Corporate bonds 
 1,674
 
 1,674
 23%
Other(4)
 
 667
 
 667
 10%
Alternatives:          
Derivatives 108
 
 
 108
 2%
Total (1)
 $1,223
 $3,998
 $
 $5,221
 75%
           
Private equity funds (2)
       143
 2%
Insurance-linked securities (2)
       108
 2%
Hedge funds (3)
       779
 11%
Real estate funds (3)
       665
 10%
Total Investments 

 

 

 $6,916
 100%




147




  December 31, 2016 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $464
 $
 $464
 8%
Equity investments 

 

 

    
Domestic (1)
 1,048
 13
 
 1,061
 17%
International 422
 1,269
 
 1,691
 27%
Fixed income 

 

 

    
Government bonds 
 106
 
 106
 2%
Corporate bonds 
 1,245
 
 1,245
 20%
High yield debt 
 372
 
 372
 6%
Mortgage-backed securities (non-government) 
 112
 
 112
 2%
Alternatives 

 

 

    
Hedge funds (Absolute return) 
 500
 
 500
 8%
Derivatives 
 (1) 
 (1) %
Real estate funds 
 
 615
 615
 10%
Total (2)
 $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 $16$68 million as of December 31, 2016,2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(3)(2)
Net asset value used as a practical expedient to approximate fair value.
(3)
The classification of Level 2 and 3 assets from the prior year, $779 million and $665 million, respectively, was adjusted in the current year presentation and included outside of the fair value hierarchy table as of December 31, 2018, as investments for which Net Asset Value is used as a practical expedient to approximate fair value in accordance with ASU 2015-07 "Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)". 
(4)
Includes insurance annuities, bank loans and emerging markets debt.
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 2017 and 2016:





  Real Estate Funds
   
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 3
Realized gains 10
Transfers in (out) 3
Balance as of December 31, 2017 $631


148101










As of December 31, 20172019 and 2016,2018, the OPEB trust investments measured at fair value were as follows:
 December 31, 2017 Asset Allocation December 31, 2019 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 $
 $75
 $
 $75
 17% $
 $72
 $
 $72
 16%
Equity investment          
Equity investment:          
Domestic 220
 
 
 220
 50% 246
 
 
 246
 54%
Fixed income          
Fixed income:          
Government bonds 
 109
 
 109
 24% 
 100
 
 100
 22%
Corporate bonds 
 34
 
 34
 8% 
 34
 
 34
 7%
Mortgage-backed securities (non-government) 

 3
 
 3
 1% 


 5
 
 5
 1%
Total (1)
 $220
 $221
 $
 $441
 100% $246
 $211
 $
 $457
 100%

(1) Excludes $1 million as of December 31, 2019, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(1)
Excludes $(2) million as of December 31, 2017, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
  December 31, 2018 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $71
 $
 $71
 17%
Equity investment:          
Domestic 196
 
 
 196
 48%
Fixed income:          
Government bonds 
 107
 
 107
 26%
Corporate bonds 
 32
 
 32
 8%
Mortgage-backed securities (non-government) 


 4
 
 4
 1%
Total (1)
 $196
 $214
 $
 $410
 100%

  December 31, 2016 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $27
 $
 $27
 6%
Equity investment          
Domestic 223
 
 
 223
 53%
Fixed income          
U.S. treasuries 
 40
 
 40
 9%
Government bonds 
 108
 
 108
 26%
Corporate bonds 
 24
 
 24
 6%
Mortgage-backed securities (non-government) 
 2
 
 2
 %
Total (1)
 $223
 $201
 $
 $424
 100%
(1) Excludes $(2) million as of December 31, 2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.

(1)
Excludes $(4) million as of December 31, 2016, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.


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 20172019 and 20162018 are shown in the following table:
Target Asset Allocations
  2019 2018
Equities 38% 38%
Fixed income 30% 30%
Hedge funds 8% 8%
Real estate 10% 10%
Alternative investments 8% 8%
Cash 6% 6%
  100% 100%

Target Asset Allocations
Equities38%
Fixed income30%
Absolute return strategies8%
Real estate10%
Alternative investments8%
Cash6%
100%




149102







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
  (In millions)
Effect on total of service and interest cost $1
 $(1)
Effect on accumulated benefit obligation $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)
2020 $547
 $52
 $(1)
2021 564
 49
 (1)
2022 573
 48
 (1)
2023 586
 47
 (1)
2024 593
 46
 (1)
Years 2025-2029 3,099
 208
 (3)
    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, 2017 and 2016, was as follows:
  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 mark-to-market adjustment, for the three years ended December 31, 2017, was as follows:
  Pension OPEB
  2017 2016 2015 2017 2016 2015
  (In millions)
Net Periodic Cost (Credit) $60
 $(5) $10
 $(17) $(26) $(22)

5.6. STOCK-BASED COMPENSATION PLANS


FirstEnergy grants stock-based awards through the ICP 2015, primarily in the form of restricted stock and performance-based restricted stock units. Under FirstEnergy's previous incentive compensation plan, the ICP 2007, FirstEnergy also granted stock options and performance shares. The ICP 2007 and ICP 2015 include shareholder authorization to issue 29 million shares and 10 million shares, respectively, of common stock or their equivalent. As of December 31, 2017,2019, approximately 63.9 million shares were available for future grants under the ICP 2015 assuming maximum performance metrics are achieved for the outstanding cycles of restricted stock units. NoNaN shares are available for future grants under the ICP 2007. Shares not issued due to forfeitures or cancellations may be added back to the ICP 2015. Shares usedgranted under the ICP 2007 and ICP 2015 are issued from authorized but unissued common stock. Vesting periods for stock-based awards range from one to ten years, with the majority of awards having a vesting period of three years. FirstEnergy also issues stock through its 401(k) Savings Plan, EDCP, and 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. Beginning in 2017, based upon the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," FE has elected to accountFirstEnergy accounts 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 settled. Actual income tax benefits realized during the years ended December 31, 2019, 2018 and 2017, 2016 and 2015 were $24 million, $15 million $13 million and $10$15 million, respectively. The income tax effects of awards are recognized in the income statement when the awards vest, are settled or are settled.forfeited.


Stock-based compensation costs and the amount of stock-based compensation expensecosts capitalized related to FirstEnergy plans for the years ended December 31, 2019, 2018 and FES plans2017 are included in the following tables:
FirstEnergy Years Ended December 31
 For the Years Ended December 31,
Stock-based Compensation Plan 2017 2016 2015 2019 2018 2017
 (In millions) (In millions)
Restricted Stock Units $49
 $62
 $46
 $73
 $102
 $49
Restricted Stock 1
 2
 2
 1
 1
 1
Performance Shares 
 (3) 
401(k) Savings Plan 42
 39
 38
 33
 33
 42
EDCP & DCPD 6
 5
 3
 9
 7
 6
Total $98
 $105
 $89
 $116
 $143
 $98
Stock-based compensation costs capitalized $37
 $38
 $32
 $54
 $60
 $37


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

OutstandingThere was no stock options were fully amortized as of December 31, 2016. Stock option expense was not material for FirstEnergy or FES for the years ended December 31, 20162019, 2018 and 2015.2017. Income tax benefits associated with stock basedstock-based compensation plan expense were $10 million, $14$18 million and $12$10 million (FES - $1 million, $2 million and $2 million) for the years ended 2017, 2016December 31, 2019, 2018 and 2015,2017, respectively.


Restricted Stock Units


Beginning with the performance-based restricted stock units granted in 2015, two-thirds of each award will be paid in stock and one-third will be paid in cash. All performance-based restricted stock units granted prior to 2015 were payable in stock. Restricted stock units payable in stock provide the participant 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.targets applicable to each award. 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. Beginning with awards granted in 2018, restricted stock units include a


103




performance metric consisting of a relative total shareholder return modifier utilizing the S&P 500 Utility Index as a comparator group. The estimated grant date fair value for these awards is calculated using the Monte Carlo simulation method.

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.

The 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 cashthe portion of performance-based restricted stock units payable in cash in the future as of December 31, 20172019, was $41$46 million. During 2017,2019, approximately $44 million was paid in relation to the cash portion of restricted stock unit award agreementsobligations that vested in 2019.

The vesting period 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 obligationsawards granted in 2017. The vesting period for2017, 2018 and 2019, were 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.conditions as the underlying award.



151





Restricted stock unit activity for the year ended December 31, 2017,2019, was as follows:
Restricted Stock Unit Activity 
Shares
(in millions)
 Weighted-Average Grant Date Fair Value (per share)
Nonvested as of January 1, 2019 3.3
 $33.78
Granted in 2019 1.9
 41.23
Forfeited in 2019 (0.4) 37.23
Vested in 2019(1)
 (2.2) 40.73
Nonvested as of December 31, 2019 2.6
 $36.20

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)Excludes dividend equivalents of 159,274approximately 636 thousand shares earned during vesting period.


The weighted-average fair value of awards granted in 2019, 2018 and 2017 2016was $41.23, $36.78 and 2015 was $31.71 $34.77 and $35.27,per share, respectively. For the years ended December 31, 2017, 2016,2019, 2018, and 2015,2017, the fair value of restricted stock units vested was $42$91 million, $36$62 million, and $22$42 million, respectively. As of December 31, 2017,2019, there was $33approximately $31 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted for restricted stock units; that costunits, which is expected to be recognized over a period of approximately three 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 FirstEnergyFE common stock on the date of grant. Dividends are received on the restricted stock and are reinvested in additional shares of restricted stock.stock, subject to the vesting conditions of the underlying award. Restricted common stock (restricted stock) activity for the year ended December 31, 2017,2019, was not material.


Stock Options


Stock options have been granted to certain employees allowing them to purchase a specified number of common shares at a fixed exercise price over a defined period of time. Stock options generally expire ten years from the date of grant. There were no0 stock options granted in 2017.2019. Stock option activity during 2017for the year ended December 31, 2019 was as follows:
Stock Option Activity 
Number of Shares
(in millions)
 Weighted Average Exercise Price (per share)
Balance, January 1, 2019 (all options exercisable) 0.8
 $37.37
Options exercised (0.6) 37.26
Options forfeited (0.1) 37.72
Balance, December 31, 2019 (all options exercisable) 0.1
 $37.75

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


Approximately $23 million and $12 million of cash was received from the exercise of stock options in 2019 and 2018, respectively. There was no0 cash received from the exercise of stock options in 2017 and 2016. Cash received from the exercise of stock options in 2015 was not material.2017. The weighted-average remaining contractual term of options outstanding as of December 31, 2017,2019, was 1.672.16 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. Dividend equivalents accrue on performance shares and are reinvested into additional performance 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 2016, $2 million cash was paid to settle performance shares that vested over the 2013-2015 performance cycle. In 2017, no cash was paid to settle performance shares that vested over the 2014-2016 performance cycle. FirstEnergy no longer has outstanding performance share awards.104




401(k) Savings Plan


In 20172019 and 2016, 1,304,8632018, approximately 1 million and 1,159,2151.3 million shares of FE common stock, respectively, were issued and contributed to participants' accounts.



152





EDCP


Under the EDCP, coveredcertain employees can defer 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. Base salary and annual incentive awards may be deferred into a retirement cash 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. Certain types of deferrals such as dividend equivalent units, Short-Term Incentive Awards,Annual incentive awards, and performance share awards are required to be paid in cash. Until 2015, payouts of the stock accounts typically occurred three years from the date of deferral, although participants could 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 separation from service, death or disability. Interest accrues on the cash allocated to the retirement cash account and the balance will pay out in cash over a time period as elected by the participant.


DCPD


Under the DCPD, members of theFE's Board of Directors can elect to allocatedefer all or a portion of their equity retainers to a deferred stock account 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$9 million as of December 31, 20172019 and December 31, 2016, respectively,2018, is included in the caption “Retirement benefits,” on the Consolidated Balance Sheets.

6.7. 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.


FE and its subsidiaries, as well as FES and FENOC, are party to an intercompany income tax allocation agreement that provides for the allocation of consolidated tax liabilities. Net tax benefits attributable to FirstEnergy,FE, excluding any tax benefits derived from interest expense associated with acquisition indebtedness from the merger with GPU, are reallocated to the subsidiaries of FirstEnergyFE that have taxable income. That allocation is accounted for as a capital contribution to the company receiving the tax benefit. FES and FENOC are expected to remain parties to the intercompany tax allocation agreement until their emergence from bankruptcy, which is when they will no longer be part of FirstEnergy's consolidated tax group.


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 includeswhich included 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 impactimpacted FirstEnergy included in the Tax Act are the following:were as follows:
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;utilities, effective in 2018;
Limitation of the utilization of federal NOLs arising after December 31, 2017 to 80% of taxable income with an indefinite carryforward;
Repeal of the corporate AMT and allowing taxpayers to claim a refund on any AMT credit carryovers.


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.




153105






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.



  For the Years Ended December 31,
INCOME TAXES(1)
 2019 2018 2017
  (In millions)
Currently payable (receivable)-      
Federal $(16) $(16) $14
State(2)
 24
 17
 20
  8
 1
 34
Deferred, net-      
Federal(3)
 150
 252
 1,647
State(4)
 60
 243
 40
  210
 495
 1,687
Investment tax credit amortization (5) (6) (6)
Total income taxes $213
 $490
 $1,715

INCOME TAXES (BENEFITS) 2017 2016 2015
  (In millions)
FirstEnergy      
Currently payable (receivable)-      
Federal $14
 $(1) $1
State 42
 9
 30
  56
 8
 31
Deferred, net-      
Federal 876
 (3,114) 277
State (29) 59
 15
  847
 (3,055) 292
Investment tax credit amortization (8) (8) (8)
Total provision for income taxes (benefits) $895
 $(3,055) $315
       
FES      
Currently payable (receivable)-      
Federal $(159) $(67) $(56)
State (1) (1) 2
  (160) (68) (54)
Deferred, net-    
  
Federal 509
 (2,861) 103
State (52) (57) 18
  457
 (2,918) 121
Investment tax credit amortization (2) (2) (2)
Total provision for income taxes (benefits) $295
 $(2,988) $65
       

(1)
Income Taxes on Income from Continuing Operations.
(2)
Excludes $1 million and $22 million of state tax expense associated with discontinued operations for the years ended December 31, 2018 and 2017, respectively.
(3)
Excludes $(9) million, $(1.3) billion and $(771) million of federal tax benefit associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
(4)
Excludes $4 million, $12 million and $(69) million of state tax expense (benefit) associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.



154





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 income taxes (benefits) for the three years ended December 31:31, 2019, 2018 and 2017:
 For the Years Ended December 31,
 2019 2018 2017
 (In millions)
      
Income from Continuing Operations, before income taxes$1,117
 $1,512
 $1,426
Federal income tax expense at statutory rate (21%, 21%, and 35% for 2019, 2018, and 2017, respectively)$235
 $318
 $499
Increases (reductions) in taxes resulting from-     
State income taxes, net of federal tax benefit96
 90
 40
AFUDC equity and other flow-through(36) (31) (15)
Amortization of investment tax credits(5) (5) (6)
ESOP dividend(3) (3) (5)
Remeasurement of deferred taxes
 24
 1,193
WV unitary group remeasurement
 126
 
Excess deferred tax amortization due to the Tax Act(74) (60) 
Uncertain tax positions(11) 2
 (3)
Valuation allowances5
 21
 11
Other, net6
 8
 1
Total income taxes$213
 $490
 $1,715
Effective income tax rate19.1% 32.4% 120.3%

 2017 2016 2015
 (In millions)
FirstEnergy     
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(8) (8) (8)
Change in accounting method
 
 (8)
ESOP dividend(6) (6) (6)
Impairment of non-deductible goodwill
 157
 
Remeasurement of deferred taxes1,193
 
 
Uncertain tax positions(3) (16) 1
Valuation allowances29
 246
 18
Other, net(1) 8
 4
Total income taxes (benefits)$895
 $(3,055) $315
Effective income tax rate(108.0)% 33.1% 35.3%
      
FES     
Income (loss) before income taxes (benefits)$(2,096) $(8,443) $147
Federal income tax expense (benefit) at statutory rate (35%)$(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(2) (2) (2)
ESOP dividend
 (1) (1)
Impairment of non-deductible goodwill
 9
 
Remeasurement of deferred taxes1,067
 
 
Uncertain tax positions
 (8) 5
Valuation allowances18
 151
 14
Other, net(2) 6
 (4)
Total income taxes (benefits)$295
 $(2,988) $65
Effective income tax rate(14.1)% 35.4% 44.2%
      


Absent the impact from the Tax Act, discussed above, FirstEnergy’sFirstEnergy's effective tax rate on pre-tax lossescontinuing operations for 20172019 and 20162018 was 35.9%19.1% and 33.1%32.4%, respectively. The changedecrease in the effective tax rate resulted primarily from the absence of 2016 charges that occurred in 2018, including $246approximately $24 million related to the remeasurement 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.

Absent the impactincome taxes resulting from the Tax Act discussed above, FES’ 2017 effective tax rate on pre-tax losses for 2017 and 2016 was 36.8%,approximately $126 million associated with the remeasurement of West Virginia state deferred income taxes, resulting from the legal and 35.4%, respectively. The changefinancial separation of FES and FENOC from FirstEnergy, which occurred in the effectivefirst quarter of 2018 (see Note 3, "Discontinued Operations" for other tax resulted primarily frommatters relating to the absenceFES Bankruptcy that were recognized in discontinued operations). In addition, in 2019, FirstEnergy's regulated distribution and transmission subsidiaries recognized an increase in the tax benefit associated with the amortization of $151 million of valuation allowances recorded against state and localnet excess deferred tax assets, that management believes, more likely than not, will not be realized,income taxes as well as the impairment of $23 million of goodwill, which was non-deductiblecompared to 2018 (see Note 14, "Regulatory Matters," for tax purposes.additional detail).






155106







Accumulated deferred income taxes as of December 31, 20172019 and 2016,2018, are as follows:

  As of December 31,
  2019 2018
  (In millions)
Property basis differences $5,037
 $4,737
Pension and OPEB (698) (629)
TMI-2 nuclear decommissioning 89
 82
AROs (226) (215)
Regulatory asset/liability 445
 414
Deferred compensation (154) (170)
Estimated worthless stock deduction (1,007) (1,004)
Loss carryforwards and AMT credits (836) (899)
Valuation reserve 441
 394
All other (242) (208)
Net deferred income tax liability $2,849
 $2,502

  2017 2016
  (In millions)
FirstEnergy    
Property basis differences $3,662
 $7,088
Deferred sale and leaseback gain (231) (351)
Pension and OPEB (952) (1,347)
Nuclear decommissioning activities 450
 635
Asset retirement obligations (453) (669)
Regulatory asset/liability 416
 545
Deferred compensation (177) (269)
Nuclear Fuel (375) (90)
Loss carryforwards and AMT credits (1,467) (2,251)
Valuation reserve 580
 438
All other (94) 36
Net deferred income tax liability $1,359
 $3,765
     
FES    
Property basis differences $(677) $(1,009)
Deferred sale and leaseback gain (219) (328)
Pension and OPEB (244) (366)
Lease market valuation liability 75
 111
Nuclear decommissioning activities 411
 540
Asset retirement obligations (296) (453)
Nuclear Fuel (375) (90)
Loss carryforwards and AMT credits (587) (830)
Valuation reserve 268
 197
All other (110) (51)
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 2009-2016. In February 2017, the IRS completed its examination of FirstEnergy's 2015 federal income tax return and issued a Full Acceptance Letter with no changes or adjustments to FirstEnergy's taxable income. In August 2017, the IRS substantially completed its examination of FirstEnergy’s 2016 federal income tax return and, on January 18, 2018, issued a Full Acceptance Letter with no changes or adjustments to FirstEnergy’s taxable income.

FirstEnergy and 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, 2017,2019, FirstEnergy's loss carryforwards and AMT credits consisted of $4.3$2.1 billion ($908441 million, net of tax) of Federal NOL carryforwards that will begin to expire in 2031 and Federal AMT credits of $39$9 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 $10.5$6.8 billion ($496361 million, net of tax) for FirstEnergy, of which approximately $1.8$1.5 billion ($81103 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.

In addition to the valuation allowances on state and local NOLs, FirstEnergy has recorded a reserve against certain state and local property related DTAs (approximately $62 million, net of tax) and a reserve against the estimated nondeductible portion of interest expense, discussed above.

Expiration Period State Local
  (In millions)
2020-2024 $1,844
 $1,081
2025-2029 1,652
 
2030-2034 1,265
 
2035-2039 886
 
Indefinite 67
 
  $5,714
 $1,081

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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 isare utilized for financial statement recognition and measurement of tax positions taken or expected to be taken on a company'sthe tax return. As of December 31, 20172019 and 2016,2018, FirstEnergy's total unrecognized income tax benefits were approximately $80$164 million and $84$158 million, respectively. The change in unrecognized income tax benefits from the prior year is primarily attributable to increases of approximately $14 million for the reserve for estimated nondeductible interest under Section 163(j) and $6 million for reserves on the estimated worthless stock deduction (see Note 3, Discontinued Operations, for further discussion). These increases were partially offset by a remeasurement of the 2018 reserve related to the estimated nondeductible interest under Section 163(j) of approximately $11 million, as well as a $3 million decrease due to the lapse in statute in certain state taxing jurisdictions. If ultimately recognized in future years, approximately $24$151 million of unrecognized income tax benefits would impact the effective tax rate.

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 the first quarter of 2018, none of which will impact FirstEnergy’s effective tax rate.


As of December 31, 2017,2019, it is reasonably possible that approximately $2$59 million of additional unrecognized tax benefits may be resolved during 20182020 as a result of settlements with taxing authorities or the statute of limitations expiring, none of which $57 million would affect FirstEnergy's effective tax rate.


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The following table summarizes the changes in unrecognized tax positions for the years ended 2017, 2016December 31, 2019, 2018 and 2015:2017:
  (In millions)
Balance, January 1, 2017 $84
Current year increases 2
Decrease for lapse in statute (6)
Balance, December 31, 2017 $80
Current year increases 125
Prior year decreases (45)
Decrease for lapse in statute (2)
Balance, December 31, 2018 $158
Current year increases 22
Prior years decreases (12)
Decrease for lapse in statute (4)
Balance, December 31, 2019 $164

  FirstEnergy FES
  (In millions)
Balance, January 1, 2015 $34
 $3
Current year increases 3
 
Prior years increases 7
 5
Prior years decreases (10) 
Balance, December 31, 2015 $34
 $8
Current year increases 2
 
Prior years increases 69
 
Prior years decreases (21) (8)
Balance, December 31, 2016 $84
 $
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 in income taxes. That amount is computedtaxes 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's recognition of net interest associated with unrecognized tax benefits in 2017, 2016,2019, 2018 and 20152017, was not material. For the years ended December 31, 20172019 and 2016,2018, the cumulative net interest payable recorded by FirstEnergy was not material.



FirstEnergy has tax returns that are under review at the audit or appeals level by the IRS and state taxing authorities. In June 2019, the IRS completed its examination of FirstEnergy's 2017 federal income tax return and issued a Full Acceptance Letter with no changes or adjustments to FirstEnergy's taxable income. Tax year 2018 is currently under review by the IRS. FirstEnergy's tax returns for some state jurisdictions are open from 2009-2018.


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General TaxesConsolidated VIEs

VIEs in which FirstEnergy is the primary beneficiary consist of the following (included in FirstEnergy’s consolidated financial statements):
Ohio Securitization - In June 2013, SPEs formed by the Ohio Companies issued approximately $445 million of pass-through trust certificates supported by phase-in recovery bonds to securitize the recovery of certain all electric customer heating discounts, fuel and purchased power regulatory assets.
JCP&L Securitization - JCP&L Transition Funding II sold transition bonds to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS.
MP and PE Environmental Funding Companies - Bankruptcy remote, special purpose limited liability companies that are indirect subsidiaries of MP and PE which issued environmental control bonds.
See Note 11, “Capitalization,” for additional information on securitized bonds.
General tax expense
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 ventures economic performance. FEV's ownership interest is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $28 million.
As discussed in Note 15, "Commitments, Guarantees and Contingencies," FE is the guarantor under Global Holding's $120 million syndicated senior secured term loan facility due November 12, 2024, under which Global Holding's outstanding principal balance is $114 million as of December 31, 2019. 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 its guarantee, resulting in consolidation of Global Holding by FE.

PATH WV - PATH, a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012, is a series limited liability company that is comprised of multiple series, each of which has separate rights, powers and duties regarding specified property and the series profits and losses associated with such property. A subsidiary of FE owns 100% of the Allegheny Series (PATH-Allegheny) and 50% of the West Virginia Series (PATH-WV), which is a joint venture with a subsidiary of AEP. FirstEnergy is not the primary beneficiary of PATH-WV, as it does not have control over the significant activities affecting the economics of PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $18 million.

Purchase Power Agreements- FirstEnergy evaluated its PPAs and determined that certain NUG entities at its Regulated Distribution segment may be VIEs to the extent that they own a plant that sells substantially all of its output to the applicable utilities and the contract price for power is correlated with the plant’s variable costs of production.

FirstEnergy maintains 10 long-term PPAs with NUG entities that were entered into pursuant to PURPA. FirstEnergy was not involved in the creation of, and has 0 equity or debt invested in, any of these entities. FirstEnergy has determined that for 2017, 2016all but 1 of these NUG entities, it does not have a variable interest, or the entities do not meet the criteria to be considered a VIE. FirstEnergy may hold a variable interest in the remaining 1 entity; however, it applied the scope exception that exempts enterprises unable to obtain the necessary information to evaluate entities.

Because FirstEnergy has 0 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 contract that may contain a variable interest were $116 million and 2015, is summarized as follows:$108 million, respectively, during the years ended December 31, 2019 and 2018.


FES and FENOC - Asa result of the Chapter 11 bankruptcy filing discussed in Note 3, "Discontinued Operations," FE evaluated its investments in FES and FENOC and determined they are VIEs. FE is not the primary beneficiary because it lacks a controlling interest in FES and FENOC, which are subject to the jurisdiction of the Bankruptcy Court as of March 31, 2018. The carrying values of the equity investments in FES and FENOC were 0 at December 31, 2019.


  2017 2016 2015
  (In millions)
FirstEnergy      
KWH excise $188
 $196
 $193
State gross receipts 204
 212
 224
Real and personal property 486
 472
 410
Social security and unemployment 131
 127
 119
Other 34
 35
 32
Total general taxes $1,043
 $1,042
 $978
       
FES      
State gross receipts $20
 $28
 $44
Real and personal property 27
 42
 36
Social security and unemployment 11
 15
 16
Other 
 3
 2
Total general taxes $58
 $88
 $98



15889







7. LEASESNEW ACCOUNTING PRONOUNCEMENTS


FirstEnergy leases certain generating facilities, office spaceRecently Adopted Pronouncements

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016 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 basicsubsequently updated to address implementation questions): The new guidance requires organizations that lease assets with lease terms of approximately 29more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets, as well as new qualitative and quantitative disclosures. FirstEnergy implemented a third-party software tool that assisted with the initial adoption and will assist with ongoing compliance. FirstEnergy chose to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. Upon adoption, on January 1, 2019, FirstEnergy increased assets and liabilities by$186 million, with no impact to results of operations or cash flows. See Note 8, "Leases," for additional information on FirstEnergy's leases.

Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB has not yet been adopted. 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 based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016 and subsequently updated): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for expected credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost 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, with early adoption permitted. FirstEnergy has analyzed its financial instruments within the scope of this guidance, primarily trade receivables, AFS debt securities and certain third-party guarantees and does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (Issued August 2018): ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customers in a software licensing arrangement. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. FirstEnergy does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2019-12, "Simplifying the Accounting for Income Taxes" (Issued in December 2019): ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
2. REVENUE

FirstEnergy accounts for revenues from contracts with customers under ASC 606, "Revenue from Contracts with Customers." Revenue from leases, financial instruments, other contractual rights or obligations and other revenues that are not from contracts with customers are outside the scope of the new standard and accounted for under other existing GAAP. FirstEnergy has elected to exclude sales taxes and other similar taxes collected on behalf of third parties from revenue as prescribed in the new standard. As a result, tax collections and remittances are excluded from recognition in the income statement and instead recorded through the balance sheet. Excise and gross receipts taxes that are assessed on FirstEnergy are not subject to the election and are included in revenue. FirstEnergy has elected the optional invoice practical expedient for most of its revenues and, with the exception of JCP&L transmission, utilizes the optional short-term contract exemption for transmission revenues due to the annual establishment of revenue requirements, which expiredeliminates the need to provide certain revenue disclosures regarding unsatisfied performance obligations.



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FirstEnergy’s revenues are primarily derived from electric service provided by the Utilities and Transmission Companies. The following tables represent a disaggregation of revenue from contracts with customers for the year ended December 31, 2019, by type of service from each reportable segment:
Revenues by Type of Service Regulated Distribution Regulated Transmission 
Corporate/Other and Reconciling Adjustments (1)
 Total
  (In millions)
Distribution services(2)
 $5,133
 $
 $(83) $5,050
Retail generation 3,727
 
 (57) 3,670
Wholesale sales(2)
 411
 
 12
 423
Transmission(2)
 
 1,510
 
 1,510
Other 150
 
 2
 152
Total revenues from contracts with customers $9,421
 $1,510
 $(126) $10,805
ARP 181
 
 
 181
Other non-customer revenue 96
 16
 (63) 49
Total revenues $9,698
 $1,526
 $(189) $11,035

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes reductions to revenue related to amounts subject to refund resulting from the Tax Act ($16 million at Regulated Distribution and $19 million at Regulated Transmission).

The following tables represent a disaggregation of revenue from contracts with customers for the year ended December 31, 2018, by type of service from each reportable segment:
Revenues by Type of Service Regulated Distribution Regulated Transmission 
Corporate/Other and Reconciling Adjustments (1)
 Total
  (In millions)
Distribution services(2)
 $5,159
 $
 $(104) $5,055
Retail generation 3,936
 
 (54) 3,882
Wholesale sales(2)
 502
 
 22
 524
Transmission(2)
 
 1,335
 
 1,335
Other 144
 
 4
 148
Total revenues from contracts with customers $9,741
 $1,335
 $(132) $10,944
ARP 254
 
 
 254
Other non-customer revenue 108
 18
 (63) 63
Total revenues $10,103
 $1,353
 $(195) $11,261

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes $147 million in 2016net reductions to revenue related to amounts subject to refund resulting from the Tax Act ($131 million at Regulated Distribution and $16 million at Regulated Transmission).

Other non-customer revenue includes revenue from late payment charges of $37 million and $39 million, as well as revenue from derivatives of $8 million and $18 million, respectively, for Perry Unit 1the years ended December 31, 2019 and 2018.

Regulated Distribution

The Regulated Distribution segment distributes electricity through FirstEnergy’s 10 utility operating companies and also controls 3,790 MWs of regulated electric generation capacity located primarily in West Virginia, Virginia and New Jersey. Each of the Utilities earns revenue from state-regulated rate tariffs under which it provides distribution services to residential, commercial and industrial customers in its service territory. The Utilities are obligated under the regulated construct to deliver power to customers reliably, as it is needed, which creates an implied monthly contract with the end-use customer. See Note 14 "Regulatory Matters," for additional information on rate recovery mechanisms. Distribution and electric revenues are recognized over time as electricity is distributed and delivered to the customer and the customers consume the electricity immediately as delivery occurs.

Retail generationsales relate to POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey and Maryland, as well as generation sales in West Virginia that are regulated by the WVPSC. Certain of the Utilities have default service


91




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 varies depending on the level of shopping that occurs. Supply plans vary by state and by service territory. Default service for the Ohio Companies, Pennsylvania Companies, JCP&L and PE's Maryland jurisdiction are provided through a competitive procurement process approved by each state's respective commission. Retail generation revenues are recognized over time as electricity is delivered and consumed immediately by the customer.

The following table represents a disaggregation of the Regulated Distribution segment revenue from contracts with distributionservice and retail generation customers for the years ended December 31, 2019 and 2018, by class:
  For the Years Ended December 31,
Revenues by Customer Class 2019 2018
  (In millions)
Residential $5,412
 $5,598
Commercial 2,252
 2,350
Industrial 1,106
 1,056
Other 90
 91
Total $8,860
 $9,095


Wholesale sales primarily consist of generation and capacity sales into the PJM marketfrom FirstEnergy's regulated electric generation capacity and NUGs. Certain of the Utilities may also purchase power in the PJM markets to supply power to their customers. Generally, these power sales from generation and purchases to serve load are netted hourly and reported gross as either revenues or purchased power on the Consolidated Statements of Income (Loss) based on whether the entity was a net seller or buyer each hour. Capacity revenues are recognized ratably over the PJM planning year at prices cleared in the annual PJM Reliability Pricing Model Based Residual Auction and incremental auctions. Capacity purchases and sales through PJM capacity auctions are reported within revenues on the Consolidated Statements of Income (Loss). Certain capacity income (bonuses) and charges (penalties) related to the availability of units that have cleared in the auctions are unknown and not recorded in revenue until, and unless, they occur.

The Utilities’ distribution customers are metered on a cycle basis. 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, the Utilities accrue the estimated unbilled amount as revenue and reverse the related prior period estimate. Customer payments vary by state but are generally due within 30 days.

ASC 606 excludes industry-specific accounting guidance for recognizing revenue from ARPs as these programs represent contracts between the utility and its regulators, as opposed to customers. Therefore, revenue from these programs are not within the scope of ASC 606 and regulated utilities are permitted to continue to recognize such revenues in accordance with existing practice but are presented separately from revenue arising from contracts with customers. FirstEnergy currently has ARPs in Ohio, primarily under Rider DMR, and in 2017New Jersey. Please see Note 14, "Regulatory Matters," for Beaver Valley Unit 2.further discussion on Rider DMR.

Regulated Transmission

The Regulated Transmission segment provides transmission infrastructure owned and operated by the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP) to transmit electricity from generation sources to distribution facilities. The segment's revenues are primarily derived from forward-looking formula rates at the Transmission Companies, as well as stated transmission rates at JCP&L, MP, PE and WP. Both the forward-looking formula and stated rates recover costs that the regulatory agencies determine are permitted to be recovered and provide a return on transmission capital investment. Under forward-looking formula rates, the revenue requirement is updated annually based on a projected rate base and projected costs, which is subject to an annual true-up based on actual costs. Revenue requirements under stated rates are calculated annually by multiplying the highest one-hour peak load in each respective transmission zone by the approved, stated rate in that zone. Revenues and cash receipts for the stand-ready obligation of providing transmission service are recognized ratably over time.

Effective January 1, 2018, JCP&L is subject to a FERC-approved settlement agreement that provides an annual revenue requirement of $155 million, which is recognized ratably as revenue over time. Please see Note 14, "Regulatory Matters," for further discussion on tariff amendments approved by FERC on December 19, 2019, to convert JCP&L's existing stated transmission rate to a forward-looking formula transmission rate.



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The following table represents a disaggregation of revenue from contracts with regulated transmission customers by transmission owner for the years ended December 31, 2019 and 2018 by transmission owner:
  For the Years Ended December 31,
Transmission Owner 2019 2018
  (In millions)
ATSI $754
 $664
TrAIL 242
 237
MAIT 224
 150
Other 290
 284
Total Revenues $1,510
 $1,335

3. DISCONTINUED OPERATIONS

FES, FENOC, BSPC and a portion of AE Supply (including the Pleasants Power Station), representing substantially all of FirstEnergy’s operations that previously comprised the CES reportable operating segment, are presented as discontinued operations in FirstEnergy’s consolidated financial statements resulting from the FES Bankruptcy and actions taken as part of the strategic review to exit commodity-exposed generation, as discussed below. Prior period results have been reclassified to conform with such presentation as discontinued operations.

FES and FENOC Chapter 11 Bankruptcy Filing

As discussed in Note 1, "Organization and Basis of Presentation," on March 31, 2018, FES and FENOC announced the FES Bankruptcy. FirstEnergy concluded that it no longer had a controlling interest in the FES Debtors, as the entities are subject to the jurisdiction of the Bankruptcy Court and, accordingly, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy's consolidated financial statements, and FirstEnergy has accounted and will account for its investments in the FES Debtors at fair values of 0. In that same year, CEIconnection with the disposal and TE also sold portionsthe FES Bankruptcy settlement agreement approved by the Bankruptcy Court in September 2018, as further discussed in Note 1, "Organization and Basis of Presentation," FE recorded an after-tax gain on disposal of $59 million and $435 million in 2019 and 2018, respectively.
By eliminating a significant portion of its competitive generation fleet with the deconsolidation of the FES Debtors, FirstEnergy has concluded the FES Debtors meet the criteria for discontinued operations, as this represents a significant event in management’s strategic review to exit commodity-exposed generation and transition to a fully regulated company.
FES Borrowings from FE
On March 9, 2018, FES borrowed $500 million from FE under the secured credit facility, dated as of December 6, 2016, among FES, as borrower, FG and NG as guarantors, and FE, as lender, which fully utilized the committed line of credit available under the secured credit facility. Following deconsolidation of FES, FE fully reserved for the $500 million associated with the borrowings under the secured credit facility. Under the terms of the FES Bankruptcy settlement agreement, FE will release any and all claims against the FES Debtors with respect to the $500 million borrowed under the secured credit facility.

On March 16, 2018, the FES Debtors withdrew from the unregulated companies' money pool, which included FE, and the FES Debtors. Under the terms of the FES Bankruptcy settlement agreement, FE reinstated $88 million for 2018 estimated payments for NOLs applied against the FES Debtor’s position in the unregulated companies’ money pool prior to their ownership interests in Beaver Valley Unit 2withdrawal on March 16, 2018, which increased the amount the FES Debtors owed FE under the money pool to $92 million. In addition, as of March 31, 2018, AE Supply had a $102 million outstanding unsecured promissory note owed from FES. Following deconsolidation of the FES Debtors on March 31, 2018, and given the terms of the FES Bankruptcy settlement agreement, FE fully reserved the $92 million associated with the outstanding unsecured borrowings under the unregulated companies' money pool and the $102 million associated with the AE Supply unsecured promissory note. Under the terms of the FES Bankruptcy settlement agreement, FirstEnergy will release any and all claims against the FES Debtors with respect to the $92 million owed under the unregulated money pool and $102 million unsecured promissory note. For the years ended December 31, 2019 and 2018, approximately $33 million and $24 million of interest was accrued and subsequently reserved, respectively.
Services Agreements
Pursuant to the FES Bankruptcy settlement agreement, FirstEnergy entered into similar operating leasesan amended and restated shared services agreement with the FES Debtors to extend the availability of shared services until no later than June 30, 2020, subject to reductions in services if requested by the FES Debtors. Under the amended shared services agreement, and consistent with the prior shared services agreements, costs are directly billed or assigned at no more than cost. In addition to providing for leasecertain notice requirements and other terms and conditions, the agreement provided for a credit to the FES Debtors in an amount up to $112.5 million for charges incurred for services provided under prior shared services agreements and the amended shared services agreement from April 1, 2018 through December 31, 2018. The entire credit for shared services provided to the FES Debtors ($112.5 million) has been


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recognized by FE and was included within the loss from discontinued operations as of December 31, 2018. The FES Debtors have paid approximately 30 years, which expired$152 million for the shared services for the year ended December 31, 2019.
Benefit Obligations
FirstEnergy will retain certain obligations for the FES Debtors' employees for services provided prior to emergence from bankruptcy. The retention of this obligation at March 31, 2018, resulted in 2017.a net liability of $820 million (including EDCP, pension and OPEB) with a corresponding loss from discontinued operations. EDCP and pension/OPEB service costs earned by the FES Debtors' employees during bankruptcy are billed under the shared services agreement. As FE continues to provide pension benefits to FES/FENOC employees, certain components of pension cost, including the mark to market, are seen as providing ongoing services and are reported in the continuing operations of FE, subsequent to the bankruptcy filing. FE has billed the FES Debtors approximately $37 million for their share of pension and OPEB service costs for the year ended December 31, 2019.

Purchase Power
In 2007, FG completedFES at times provides power through affiliated company power sales to meet a sale and leaseback transaction for its 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 eachportion of the leases.Utilities' POLR and default service requirements and provides power to certain affiliates' facilities. As of December 31, 2019, the Utilities owed FES approximately $10 million related to these purchases. The terms and conditions of the power purchase agreements are generally consistent with industry practices and other similar third-party arrangements. The Utilities purchased and recognized in continuing operations approximately $171 million and $318 million of power purchases from FES for the years ended December 31, 2019 and 2018, respectively.
Income Taxes
For U.S. federal income taxes, until emergence from bankruptcy, the FES Debtors will continue to be consolidated in FirstEnergy’s tax return and taxable income will be determined based on the tax basis of underlying individual net assets. Deferred taxes previously recorded on the inside basis differences may not represent the actual tax consequence for the outside basis difference, causing a recharacterization of an existing consolidated-return NOL as a future worthless stock deduction. FirstEnergy currently estimates a future worthless stock deduction of approximately $4.8 billion ($1.0 billion, net of tax) and is net of unrecognized tax benefits of $448 million ($94 million, net of tax). The estimated worthless stock deduction is contingent upon the emergence of the FES Debtors from the FES Bankruptcy and such amounts may be materially impacted by future events.

Additionally, the Tax Act amended Section 163(j) of the Code, limiting interest expense deductions for corporations but with exemption for certain regulated utilities. On November 26, 2018, the IRS issued proposed regulations implementing Section 163(j), including application to consolidated groups with both regulated utility and non-regulated members. Based on its interpretation of these proposed regulations, FirstEnergy has estimated the amount of deductible interest for its consolidated group in 2019 and 2018 and has recorded a deferred tax asset on the nondeductible portion as it is carried forward with an indefinite life. However, the deferred tax asset related to the carryforward of nondeductible interest has a full valuation allowance recorded against it as future profitability from sources other than regulated utility businesses is required for utilization. In 2019 and 2018, FirstEnergy recorded tax expense of $54 million and $60 million, respectively, resulting from the valuation allowance, of which $14 million and $27 million has been reflected as an uncertain tax position in 2019 and 2018, respectively. All tax expense related to nondeductible interest in 2019 and 2018 has been recorded in discontinued operations as it is entirely attributed to the inclusion of the FES Debtors in FirstEnergy's consolidated group and therefore, pursuant to the Intercompany Tax Sharing Agreement, has been allocated to the FES Debtors. FE has fully reserved the amount of non-deductible interest allocated to the FES Debtors in connection with the on-going reconciliations under the Intercompany Tax Allocation Agreement with the FES Debtors.
See Note 1, "Organization and Basis of Presentation," for further discussion of the settlement among FirstEnergy, the FES Key Creditor Groups, the FES Debtors and the UCC.

Competitive Generation Asset Sales

FirstEnergy announced in January 2017 FES' leaseholdthat AE Supply and AGC had entered into an asset purchase agreement with a subsidiary of LS Power Equity Partners III, LP, as amended and restated in August 2017, to sell 4 natural gas generating plants, AE Supply's interest was 93.83%in the Buchanan Generating facility and approximately 59% of Bruce Mansfield Unit 1.

AGC's interest in Bath County (1,615 MWs of combined capacity). On December 13, 2017, AE Supply completed the sale of the natural gas generating plants. On March 1, 2018, AE Supply completed the sale of the Buchanan Generating Facility. On May 23, 2016, NG3, 2018, AE Supply and AGC completed the purchasesale of approximately 59% of AGC's interest in Bath County. Also, on May 3, 2018, following the closing of the 3.75% lessor equity interestssale by AGC of a portion of its ownership interest in Bath County, AGC completed the redemption of AE Supply's shares in AGC and AGC became a wholly owned subsidiary of MP.

On March 9, 2018, BSPC and FG entered into an asset purchase agreement with Walleye Power, LLC (formerly Walleye Energy, LLC), for the sale of the remaining non-affiliated leasehold interest in Perry Unit 1 for $50 million. In addition,Bay Shore Generating Facility, including the Perry Unit 1 leases expired in accordance with their terms on May 30, 2016, resulting in NG being the sole owner of Perry136 MW Bay Shore Unit 1 and entitled to100%other retired coal-fired generating equipment owned by FG. The Bankruptcy Court approved the sale on July 13, 2018, and the transaction was completed on July 31, 2018.

As contemplated under the FES Bankruptcy settlement agreement, AE Supply entered into an agreement on December 31, 2018, to transfer the 1,300 MW Pleasants Power Station and related assets to FG, while retaining certain specified liabilities. Under the terms of the unit's output.

On June 1, 2017, NG completedagreement, FG acquired the purchase of the 2.60% lessor equity interests of the remaining non-affiliated leaseholdeconomic interests in Beaver Valley Unit 2Pleasants as of January 1, 2019, and AE Supply operated Pleasants


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until it transferred, which, as discussed above, occurred on January 30, 2020. After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred, and FE will provide guarantees for $38 million. In addition,certain retained environmental liabilities of AE Supply, including the Beaver Valley Unit 2 leases expiredMcElroy’s Run CCR Impoundment Facility.
Individually, the AE Supply and BSPC asset sales and Pleasants Power Station transfer did not qualify for reporting as discontinued operations. However, in accordancethe aggregate, the transactions were part of management’s strategic review to exit commodity-exposed generation and, when considered with their termsFES' and FENOC’s bankruptcy filings on June 1,March 31, 2018, represent a collective elimination of substantially all of FirstEnergy’s competitive generation fleet and meet the criteria for discontinued operations.

Summarized Results of Discontinued Operations

Summarized results of discontinued operations for the years ended December 31, 2019, 2018, and 2017 resulting in NG being the sole owner of Beaver Valley Unit 2.

Operating lease expense for 2017, 2016 and 2015, is summarizedwere as follows:
(In millions) 2017 2016 2015
       
FirstEnergy $158
 $168
 $174
FES $93
 $94
 $94
  For the Years Ended December 31,
(In millions) 2019 
2018 (3)
 
2017 (3)
       
Revenues $188
 $989
 $3,055
Fuel (140) (304) (879)
Purchased power 
 (84) (268)
Other operating expenses (63) (435) (1,499)
Provision for depreciation 
 (96) (109)
General taxes (14) (35) (103)
Impairment of assets(1)
 
 
 (2,358)
Pleasants economic interest(2)
 27
 
 
Other expense, net (2) (83) (94)
Loss from discontinued operations, before tax (4) (48) (2,255)
Income tax expense (benefit) 47
 61
 (820)
Loss from discontinued operations, net of tax (51) (109) (1,435)
Gain on disposal of FES and FENOC, net of tax 59
 435
 
Income (Loss) from discontinued operations $8
 $326
 $(1,435)

(1) Includes impairment of the FES nuclear facilities, the Pleasants Power Station ($120 million), and the competitive generation asset sale ($193 million).
(2) Reflects the estimated amounts owed from FG for its economic interests in Pleasants effective January 1, 2019, as further discussed above.
(3) Discontinued operations include results of FES and FENOC through March 31, 2018, when deconsolidated from FirstEnergy's financial statements.
The future minimum capital lease payments as ofgain on disposal that was recognized in the year ended December 31, 2017 are as follows:2019 and 2018, consisted of the following:
Capital Leases FirstEnergy FES
  (In millions)
2018 $28
 $2
2019 23
 
2020 18
 
2021 15
 
2022 13
 
Years thereafter 20
 
Total minimum lease payments 117
 2
Interest portion (26) 
Present value of net minimum lease payments 91
 2
Less current portion 24
 2
Noncurrent portion $67
 $

The future minimum operating lease payments as of December 31, 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
 


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8. INTANGIBLE ASSETS

  For the Years Ended December 31,
(In millions) 2019 2018
Removal of investment in FES and FENOC $
 $2,193
Assumption of benefit obligations retained at FE 
 (820)
Guarantees and credit support provided by FE 
 (139)
Reserve on receivables and allocated pension/OPEB mark-to-market 
 (914)
Settlement consideration and services credit 7
 (1,197)
Loss on disposal of FES and FENOC, before tax 7
 (877)
Income tax benefit, including estimated worthless stock deduction 52
 1,312
Gain on disposal of FES and FENOC, net of tax $59
 $435
As of December 31, 2017, intangible assets classified2019 and 2018, materials and supplies of $33 million and $25 million, respectively, are included in Other Deferred Charges on FirstEnergy’sFirstEnergy's Consolidated Balance Sheet,Sheets as Current assets - discontinued operations.



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FirstEnergy's Consolidated Statements of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of cash flow items from discontinued operations for the years ended December 31, 2019, 2018 and 2017:
  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Income from discontinued operations $8
 $326
 $(1,435)
Gain on disposal, net of tax (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 
 110
 333
Deferred income taxes and investment tax credits, net 47
 61
 (842)
Unrealized (gain) loss on derivative transactions 
 (10) 81
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions 
 (27) (317)
Nuclear fuel 
 
 (254)
Sales of investment securities held in trusts 
 109
 940
Purchases of investment securities held in trusts 
 (122) (999)

4. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in AOCI for the years ended December 31, 2019, 2018 and 2017, for FirstEnergy are shown in the following table:
  
Gains & Losses on Cash Flow Hedges (1)
 Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
AOCI Balance, January 1, 2017 $(28) $52
 $150
 $174
         
Other comprehensive income before reclassifications 
 85
 (11) 74
Amounts reclassified from AOCI 10
 (63) (74) (127)
Other comprehensive income (loss) 10
 22
 (85) (53)
Income tax (benefits) on other comprehensive income (loss) 4
 7
 (32) (21)
Other comprehensive income (loss), net of tax 6
 15
 (53) (32)
         
AOCI Balance, December 31, 2017 $(22) $67
 $97
 $142
         
Other comprehensive income before reclassifications 
 (97) (9) (106)
Amounts reclassified from AOCI 8
 (1) (74) (67)
Deconsolidation of FES and FENOC 13
 (8) 
 5
Other comprehensive income (loss) 21
 (106) (83) (168)
Income tax (benefits) on other comprehensive income (loss) 10
 (39) (38) (67)
Other comprehensive income (loss), net of tax 11
 (67) (45) (101)
  

      
AOCI Balance, December 31, 2018 $(11) $
 $52
 $41
         
Other comprehensive income before reclassifications 
 
 (2) (2)
Amounts reclassified from AOCI 2
 
 (29) (27)
Other comprehensive income (loss) 2
 
 (31) (29)
Income tax (benefits) on other comprehensive income (loss) 
 
 (8) (8)
Other comprehensive income (loss), net of tax 2
 
 (23) (21)
         
AOCI Balance, December 31, 2019 $(9) $
 $29
 $20
         
(1)Relates to previous cash flow hedges used to hedge fixed rate long-term debt securities prior to their issuance.


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The following amounts were reclassified from AOCI for FirstEnergy in the years ended December 31, 2019, 2018 and 2017:
  Year Ended December 31, Affected Line Item in Consolidated Statements of Income (Loss)
Reclassifications from AOCI (1)
 2019 
2018 (2)
 2017 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $
 $1
 $2
 Other operating expenses
Long-term debt 2
 7
 8
 Interest expense
  
 (2) (4) Income taxes
  $2
 $6
 $6
 Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $
 $(1) $(40) Discontinued operations
         
Defined benefit pension and OPEB plans        
Prior-service costs $(29) $(74) $(74) 
(3) 
  8
 19
 28
 Income taxes
  $(21) $(55) $(46) Net of tax
         
(1) Amounts in parenthesis represent credits to the Consolidated Statements of Income (Loss) from AOCI.
(2) Includes stranded tax amounts reclassified from AOCI in connection with the adoption of ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income".
(3) Prior-service costs are reported within Miscellaneous income, net within Other Income (Expense) on FirstEnergy’s Consolidated Statements of Income (Loss). Components are included in the computation of net periodic cost (credits), see Note 5, "Pension and Other Postemployment Benefits," for additional details.

5. 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. Under the cash-balance portion of the Pension Plan (for employees hired on or after January 1, 2014), FirstEnergy makes contributions to eligible employee retirement accounts based on a pay credit and an interest credit. 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 following: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.
FirstEnergy recognizes 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, 2019, 2018, and 2017 were $676 million, $145 million, and $141 million, respectively. Of these amounts, approximately $2 million, $1 million, and $39 million, are included in discontinued operations for the years ended December 31, 2019, 2018, and 2017, respectively. In 2019, the pension and OPEB mark-to-market adjustment primarily reflects a 110 bps decrease in the discount rate used to measure benefit obligations and higher than expected asset returns.

FirstEnergy’s pension and OPEB funding policy is based on actuarial computations using the projected unit credit method. In January 2018, FirstEnergy satisfied its minimum required funding obligations to its qualified pension plan of $500 million and addressed anticipated required funding obligations through 2020 to its pension plan with an additional contribution of $750 million. On February 1, 2019, FirstEnergy made a $500 million voluntary cash contribution to the qualified pension plan. FirstEnergy expects no required contributions through 2021.
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.



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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 2019, FirstEnergy’s pension and OPEB plan assets experienced gains of $1,492 million,or 20.2%, compared to losses of $371 million, or (4.0)%, in 2018 and gains of $999 million, or 15.1%, in 2017, and assumed a 7.50% rate of return for 2019, 2018 and 2017 which generated $569 million, $605 million and $478 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 decrease or increase 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 2019, the Society of Actuaries published new mortality tables that include more current data than the RP-2014 tables as well as new improvement scales. An analysis of FirstEnergy pension and OPEB plan mortality data indicated the use of the Pri-2012 mortality table with projection scale MP-2019 was most appropriate. As such, the Pri-2012 mortality table with projection scale MP-2019 was utilized to determine the 2019 benefit cost and obligation as of December 31, 2019 for the FirstEnergy pension and OPEB plans. The impact of using the Pri-2012 mortality table with projection scale MP-2019 resulted in a decrease to the projected benefit obligation approximately $29 million and $3 million for the pension and OPEB plans, respectively, and was included in the 2019 pension and OPEB mark-to-market adjustment.

Effective in 2019, FirstEnergy changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for pension and OPEB plans. Historically, FirstEnergy estimated these components utilizing a single, weighted average discount rate derived from the yield curve used to measure the benefit obligation. FirstEnergy has elected to use a spot rate approach in the estimation of the components of benefit cost by applying specific spot rates along the full yield curve to the relevant projected cash flows, as this provides a better estimate of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This election is considered a change in estimate and, accordingly, accounted for prospectively, and did not have a material impact on FirstEnergy's financial statements.
Following adoption of ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" in 2018, service costs, net of capitalization, continue to be reported within Other operating expenses on the FirstEnergy Consolidated Statements of Income (Loss). Non-service costs are reported within Miscellaneous income, net, within Other Income (Expense).


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  Pension OPEB
Obligations and Funded Status - Qualified and Non-Qualified Plans 2019 2018 2019 2018
  (In millions)
Change in benefit obligation:        
Benefit obligation as of January 1 $9,462
 $10,167
 $608
 $731
         
Service cost 193
 224
 3
 5
Interest cost 373
 372
 22
 25
Plan participants’ contributions 
 
 4
 3
Plan amendments 2
 5
 
 5
Special termination benefits 14
 31
 
 8
Medicare retiree drug subsidy 
 
 1
 1
Annuity purchase 
 (129) 
 
Actuarial (gain) loss 1,535
 (710) 64
 (121)
Benefits paid (529) (498) (48) (49)
Benefit obligation as of December 31 $11,050
 $9,462
 $654
 $608
         
Change in fair value of plan assets:        
Fair value of plan assets as of January 1 $6,984
 $6,704
 $408
 $439
Actual return on plan assets 1,419
 (363) 73
 (8)
Annuity purchase 
 (129) 
 
Company contributions 521
 1,270
 21
 22
Plan participants’ contributions 
 
 4
 3
Benefits paid (529) (498) (48) (48)
Fair value of plan assets as of December 31 $8,395
 $6,984
 $458
 $408
         
Funded Status:        
Qualified plan $(2,203) $(2,093) $
 $
Non-qualified plans (452) (385) 
 
Funded Status (Net liability as of December 31) $(2,655) $(2,478) $(196) $(200)
         
Accumulated benefit obligation $10,439
 $8,951
 $
 $
         
Amounts Recognized in AOCI:        
Prior service cost (credit) $24
 $30
 $(85) $(121)
         
Assumptions Used to Determine Benefit Obligations        
(as of December 31)        
Discount rate 3.34% 4.44% 3.18% 4.30%
Rate of compensation increase 4.10% 4.10% N/A
 N/A
Cash balance weighted average interest crediting rate 2.57% 3.34% N/A
 N/A
         
Assumed Health Care Cost Trend Rates        
(as of December 31)        
Health care cost trend rate assumed (pre/post-Medicare) N/A
 N/A
 6.0-5.5%
 6.0-5.5%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) N/A
 N/A
 4.5% 4.5%
Year that the rate reaches the ultimate trend rate N/A
 N/A
 2028
 2028
         
Allocation of Plan Assets (as of December 31)        
Equity securities 29% 34% 54% 48%
Fixed Income 36% 34% 30% 35%
Hedge funds 9% 11% % %
Insurance-linked securities 2% 2% % %
Real estate funds 7% 10% % %
Derivatives % 2% % %
Private equity funds 4% 2% % %
Cash and short-term securities 13% 5% 16% 17%
Total 100% 100% 100% 100%



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Components of Net Periodic Benefit Costs for the Years Ended December 31, Pension OPEB
 2019 2018 2017 2019 2018 2017
  (In millions)
Service cost $193
 $224
 $208
 $3
 $5
 $5
Interest cost 373
 372
 390
 22
 25
 27
Expected return on plan assets (540) (574) (448) (29) (31) (30)
Amortization of prior service costs (credits) 7
 7
 7
 (36) (81) (81)
Special termination costs (1)
 14
 31
 
 
 8
 
Pension & OPEB mark-to-market adjustment 656
 227
 108
 20
 (82) 13
Net periodic benefit costs (credits) $703
 $287
 $265
 $(20) $(156) $(66)


(1) Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan, for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ended December 31, 2019).
Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31,* Pension OPEB
 2019 2018 2017 2019 2018 2017
Weighted-average discount rate 4.44% 3.75% 4.25% 4.30% 3.50% 4.00%
Expected long-term return on plan assets 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Rate of compensation increase 4.10% 4.20% 4.20% N/A
 N/A
 N/A

*Excludes impact of pension and OPEB mark-to-market adjustment.

Amounts in the tables above include FES Debtors' share of the net periodic pension and OPEB costs (credits) of $242 million and $(19) million, respectively, for the year ended December 31, 2019. The FES Debtors' share of the net periodic pension and OPEB costs (credits) were $64 million and $(25) million, respectively, for the year ended December 31, 2018, and $60 million and $(17) million, respectively, for the year ended December 31, 2017. The 2019 special termination costs associated with FES' voluntary enhanced retirement package are a component of Discontinued operations in FirstEnergy's Consolidated Statements of Income (Loss). Following the FES Debtors’ voluntary bankruptcy filing, FE has billed the FES Debtors approximately $37 million and $42 million for their share of pension and OPEB service costs for the years ended December 31, 2019 and 2018, 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 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.


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The following tables set forth pension financial assets that are accounted for at fair value by level within the fair value hierarchy. See Note 10, "Fair Value Measurements," for a description of each level of the fair value hierarchy. There were no significant transfers between levels during 2019 and 2018.
  Intangible Assets Amortization Expense
        Actual Estimated
(In millions) Gross Accumulated Amortization Net 2017 2018 2019 2020 2021 2022 Thereafter
NUG contracts(1)
 $124
 $36
 $88
 $5
 $5
 $5
 $5
 $5
 $5
 $63
OVEC 8
 3
 5
 1
 
 1
 
 
 
 4
Coal contracts(2)
 102
 94
 8
 4
 3
 3
 2
 
 
 
FES customer contracts 148
 144
 4
 5
 3
 1
 
 
 
 
  $382
 $277
 $105
 $15
 $11
 $10
 $7
 $5
 $5
 $67
  December 31, 2019 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $1,069
 $
 $1,069
 13%
Equities 1,532
 828
 
 2,360
 29%
Fixed income:          
Corporate bonds 
 2,064
 
 2,064
 25%
Other(3)
 
 880
 
 880
 11%
Alternatives:       

  
Derivatives (40) 
 
 (40) %
Total (1)
 $1,492

$4,841

$
 $6,333
 78%
           
Private equity funds (2)
       342
 4%
Insurance-linked securities (2)
       186
 2%
Hedge funds (2)
       774
 9%
Real estate funds (2)
       584
 7%
Total Investments       $8,219
 100%


(1) 
NUG contracts are subject to regulatory accountingExcludes $176 million as of December 31, 2019, of receivables, payables, taxes and their amortization does not impact earnings.accrued income associated with financial instruments reflected within the fair value table.
(2) 
The coal contracts were recorded withNet Asset Value used as a regulatory offset and their amortization does not impact earnings.practical expedient to approximate fair value.
(3)
Includes insurance annuities, bank loans and emerging markets debt.
  December 31, 2018 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $342
 $
 $342
 5%
Equities 1,115
 1,256
 
 2,371
 34%
Fixed income:          
Government bonds 
 59
 
 59
 1%
Corporate bonds 
 1,674
 
 1,674
 23%
Other(4)
 
 667
 
 667
 10%
Alternatives:          
Derivatives 108
 
 
 108
 2%
Total (1)
 $1,223
 $3,998
 $
 $5,221
 75%
           
Private equity funds (2)
       143
 2%
Insurance-linked securities (2)
       108
 2%
Hedge funds (3)
       779
 11%
Real estate funds (3)
       665
 10%
Total Investments 

 

 

 $6,916
 100%


(1)
Excludes $68 million as of December 31, 2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(2)
Net asset value used as a practical expedient to approximate fair value.
(3)
The classification of Level 2 and 3 assets from the prior year, $779 million and $665 million, respectively, was adjusted in the current year presentation and included outside of the fair value hierarchy table as of December 31, 2018, as investments for which Net Asset Value is used as a practical expedient to approximate fair value in accordance with ASU 2015-07 "Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)". 
(4)
Includes insurance annuities, bank loans and emerging markets debt.






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As of December 31, 2019 and 2018, the OPEB trust investments measured at fair value were as follows:
  December 31, 2019 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $72
 $
 $72
 16%
Equity investment:          
Domestic 246
 
 
 246
 54%
Fixed income:          
Government bonds 
 100
 
 100
 22%
Corporate bonds 
 34
 
 34
 7%
Mortgage-backed securities (non-government) 


 5
 
 5
 1%
Total (1)
 $246
 $211
 $
 $457
 100%
(1) Excludes $1 million as of December 31, 2019, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
  December 31, 2018 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $71
 $
 $71
 17%
Equity investment:          
Domestic 196
 
 
 196
 48%
Fixed income:          
Government bonds 
 107
 
 107
 26%
Corporate bonds 
 32
 
 32
 8%
Mortgage-backed securities (non-government) 


 4
 
 4
 1%
Total (1)
 $196
 $214
 $
 $410
 100%

(1) Excludes $(2) million as of December 31, 2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.

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 2019 and 2018 are shown in the following table:
Target Asset Allocations
  2019 2018
Equities 38% 38%
Fixed income 30% 30%
Hedge funds 8% 8%
Real estate 10% 10%
Alternative investments 8% 8%
Cash 6% 6%
  100% 100%



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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)
2020 $547
 $52
 $(1)
2021 564
 49
 (1)
2022 573
 48
 (1)
2023 586
 47
 (1)
2024 593
 46
 (1)
Years 2025-2029 3,099
 208
 (3)

9. VARIABLE INTEREST ENTITIES6. STOCK-BASED COMPENSATION PLANS


FirstEnergy performs qualitative analysesgrants stock-based awards through the ICP 2015, primarily in the form of restricted stock and performance-based restricted stock units. Under FirstEnergy's previous incentive compensation plan, the ICP 2007, FirstEnergy also granted stock options and performance shares. The ICP 2007 and ICP 2015 include shareholder authorization to issue 29 million shares and 10 million shares, respectively, of common stock or their equivalent. As of December 31, 2019, approximately 3.9 million shares were available for future grants under the ICP 2015 assuming maximum performance metrics are achieved for the outstanding cycles of restricted stock units. NaN shares are available for future grants under the ICP 2007. Shares not issued due to forfeitures or cancellations may be added back to the ICP 2015. Shares granted under the ICP 2007 and ICP 2015 are issued from authorized but unissued common stock. Vesting periods for stock-based awards range from one to ten years, with the majority of awards having a vesting period of three years. FirstEnergy also issues stock through its 401(k) Savings Plan, EDCP, and DCPD. Currently, FirstEnergy records the compensation costs for stock-based compensation awards that will be paid in stock over the vesting period based on control and economics to determine whether a variable interest classifiesthe fair value on the grant date. FirstEnergy accounts for forfeitures as they occur.

FirstEnergy adjusts the primary beneficiary (a controlling financial interest) of a VIE. An enterprise has a controlling financial interest if it has both power and economic control, suchcompensation costs for stock-based compensation awards that an entity has (i)will be paid in cash based on changes in the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb lossesfair value of the entity that could potentiallyaward as of each reporting date. FirstEnergy records the actual tax benefit realized from tax deductions when awards are exercised or settled. Actual income tax benefits realized during the years ended December 31, 2019, 2018 and 2017, were $24 million, $15 million and $15 million, respectively. The income tax effects of awards are recognized in the income statement when the awards vest, are settled or are forfeited.

Stock-based compensation costs and the amount of stock-based compensation costs capitalized related to FirstEnergy plans for the years ended December 31, 2019, 2018 and 2017 are included in the following tables:
  For the Years Ended December 31,
Stock-based Compensation Plan 2019 2018 2017
  (In millions)
Restricted Stock Units $73
 $102
 $49
Restricted Stock 1
 1
 1
401(k) Savings Plan 33
 33
 42
EDCP & DCPD 9
 7
 6
   Total $116
 $143
 $98
Stock-based compensation costs capitalized $54
 $60
 $37

There was no stock option expense for the years ended December 31, 2019, 2018 and 2017. Income tax benefits associated with stock-based compensation plan expense were $10 million, $18 million and $10 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Restricted Stock Units

Beginning with the performance-based restricted stock units granted in 2015, two-thirds of each award will be significant topaid in stock and one-third will be paid in cash. Restricted stock units payable in stock provide the VIE orparticipant 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 applicable to each award. 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. Beginning with awards granted in 2018, restricted stock units include a


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performance metric consisting of a relative total shareholder return modifier utilizing the S&P 500 Utility Index as a comparator group. The estimated grant date fair value for these awards is calculated using the Monte Carlo simulation method.

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. The 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 the portion of performance-based restricted stock units payable in cash in the future as of December 31, 2019, was $46 million. During 2019, approximately $44 million was paid in relation to the cash portion of restricted stock unit obligations that vested in 2019.

The vesting period for the performance-based restricted stock unit awards granted in 2017, 2018 and 2019, were each 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 as the underlying award.

Restricted stock unit activity for the year ended December 31, 2019, was as follows:
Restricted Stock Unit Activity 
Shares
(in millions)
 Weighted-Average Grant Date Fair Value (per share)
Nonvested as of January 1, 2019 3.3
 $33.78
Granted in 2019 1.9
 41.23
Forfeited in 2019 (0.4) 37.23
Vested in 2019(1)
 (2.2) 40.73
Nonvested as of December 31, 2019 2.6
 $36.20

(1)Excludes dividend equivalents of approximately 636 thousand shares earned during vesting period.

The weighted-average fair value of awards granted in 2019, 2018 and 2017 was $41.23, $36.78 and $31.71 per share, respectively. For the years ended December 31, 2019, 2018, and 2017, the fair value of restricted stock units vested was $91 million, $62 million, and $42 million, respectively. As of December 31, 2019, there was approximately $31 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted for restricted stock units, which is expected to be recognized over a period of approximately three 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 FE common stock on the date of grant. Dividends are received on the restricted stock and are reinvested in additional shares of restricted stock, subject to the vesting conditions of the underlying award. Restricted stock activity for the year ended December 31, 2019, was not material.

Stock Options

Stock options have been granted to certain employees allowing them to purchase a specified number of common shares at a fixed exercise price over a defined period of time. Stock options generally expire ten years from the date of grant. There were 0 stock options granted in 2019. Stock option activity for the year ended December 31, 2019 was as follows:
Stock Option Activity 
Number of Shares
(in millions)
 Weighted Average Exercise Price (per share)
Balance, January 1, 2019 (all options exercisable) 0.8
 $37.37
Options exercised (0.6) 37.26
Options forfeited (0.1) 37.72
Balance, December 31, 2019 (all options exercisable) 0.1
 $37.75


Approximately $23 million and $12 million of cash was received from the exercise of stock options in 2019 and 2018, respectively. There was 0 cash received from the exercise of stock options in 2017. The weighted-average remaining contractual term of options outstanding as of December 31, 2019, was 2.16 years.


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401(k) Savings Plan

In 2019 and 2018, approximately 1 million and 1.3 million shares of FE common stock, respectively, were issued and contributed to participants' accounts.

EDCP

Under the EDCP, certain employees can defer 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. Base salary and annual incentive awards may be deferred into a retirement cash 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 vary depending upon the form of the award, the duration of the deferral and other factors. Certain types of deferrals such as dividend equivalent units, Annual incentive awards, and performance share awards are required to be paid in cash. Until 2015, payouts of the stock accounts typically occurred three years from the date of deferral, although participants could 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 separation from service, death or disability. Interest accrues on the cash allocated to the retirement cash account and the balance will pay out in cash over a time period as elected by the participant.

DCPD

Under the DCPD, members of FE's Board of Directors can elect to defer all or a portion of their equity retainers to a deferred stock account and their cash retainers to deferred stock or deferred cash accounts. The net liability recognized for DCPD of approximately $9 million as of December 31, 2019 and December 31, 2018, is included in the caption “Retirement benefits,” on the Consolidated Balance Sheets.
7. 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.

FE and its subsidiaries, as well as FES and FENOC, are party to an intercompany income tax allocation agreement that provides for the allocation of consolidated tax liabilities. Net tax benefits attributable to FE, excluding any tax benefits derived from interest expense associated with acquisition indebtedness from the merger with GPU, are reallocated to the subsidiaries of FE that have taxable income. That allocation is accounted for as a capital contribution to the company receiving the tax benefit. FES and FENOC are expected to remain parties to the intercompany tax allocation agreement until their emergence from bankruptcy, which is when they will no longer be part of FirstEnergy's consolidated tax group.

On December 22, 2017, the President signed into law the Tax Act, which included significant changes to the Internal Revenue Code of 1986 (as amended, the Code). The more significant changes that impacted FirstEnergy were as follows:
Reduction of the corporate federal income tax rate from 35% to 21%, effective in 2018;
Full expensing of qualified property, excluding rate regulated utilities, through 2022 with a phase down beginning in 2023;
Limitations on interest deductions with an exception for rate regulated utilities, effective in 2018;
Limitation of the utilization of federal NOLs arising after December 31, 2017 to 80% of taxable income with an indefinite carryforward;
Repeal of the corporate AMT and allowing taxpayers to claim a refund on any AMT credit carryovers.



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  For the Years Ended December 31,
INCOME TAXES(1)
 2019 2018 2017
  (In millions)
Currently payable (receivable)-      
Federal $(16) $(16) $14
State(2)
 24
 17
 20
  8
 1
 34
Deferred, net-      
Federal(3)
 150
 252
 1,647
State(4)
 60
 243
 40
  210
 495
 1,687
Investment tax credit amortization (5) (6) (6)
Total income taxes $213
 $490
 $1,715


(1)
Income Taxes on Income from Continuing Operations.
(2)
Excludes $1 million and $22 million of state tax expense associated with discontinued operations for the years ended December 31, 2018 and 2017, respectively.
(3)
Excludes $(9) million, $(1.3) billion and $(771) million of federal tax benefit associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
(4)
Excludes $4 million, $12 million and $(69) million of state tax expense (benefit) associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.

FirstEnergy 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 income taxes (benefits) for the years ended December 31, 2019, 2018 and 2017:
 For the Years Ended December 31,
 2019 2018 2017
 (In millions)
      
Income from Continuing Operations, before income taxes$1,117
 $1,512
 $1,426
Federal income tax expense at statutory rate (21%, 21%, and 35% for 2019, 2018, and 2017, respectively)$235
 $318
 $499
Increases (reductions) in taxes resulting from-     
State income taxes, net of federal tax benefit96
 90
 40
AFUDC equity and other flow-through(36) (31) (15)
Amortization of investment tax credits(5) (5) (6)
ESOP dividend(3) (3) (5)
Remeasurement of deferred taxes
 24
 1,193
WV unitary group remeasurement
 126
 
Excess deferred tax amortization due to the Tax Act(74) (60) 
Uncertain tax positions(11) 2
 (3)
Valuation allowances5
 21
 11
Other, net6
 8
 1
Total income taxes$213
 $490
 $1,715
Effective income tax rate19.1% 32.4% 120.3%


FirstEnergy's effective tax rate on continuing operations for 2019 and 2018 was 19.1% and 32.4%, respectively. The decrease in the effective tax rate resulted primarily from the absence of charges that occurred in 2018, including approximately $24 million related to the remeasurement of deferred income taxes resulting from the Tax Act and approximately $126 million associated with the remeasurement of West Virginia state deferred income taxes, resulting from the legal and financial separation of FES and FENOC from FirstEnergy, which occurred in the first quarter of 2018 (see Note 3, "Discontinued Operations" for other tax matters relating to the FES Bankruptcy that were recognized in discontinued operations). In addition, in 2019, FirstEnergy's regulated distribution and transmission subsidiaries recognized an increase in the tax benefit associated with the amortization of net excess deferred income taxes as compared to 2018 (see Note 14, "Regulatory Matters," for additional detail).


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Accumulated deferred income taxes as of December 31, 2019 and 2018, are as follows:
  As of December 31,
  2019 2018
  (In millions)
Property basis differences $5,037
 $4,737
Pension and OPEB (698) (629)
TMI-2 nuclear decommissioning 89
 82
AROs (226) (215)
Regulatory asset/liability 445
 414
Deferred compensation (154) (170)
Estimated worthless stock deduction (1,007) (1,004)
Loss carryforwards and AMT credits (836) (899)
Valuation reserve 441
 394
All other (242) (208)
Net deferred income tax liability $2,849
 $2,502


FirstEnergy has 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, 2019, FirstEnergy's loss carryforwards and AMT credits consisted of $2.1 billion ($441 million, net of tax) of Federal NOL carryforwards that will begin to expire in 2031 and Federal AMT credits of $9 million that have an indefinite carryforward period.

The table below summarizes pre-tax NOL carryforwards for state and local income tax purposes of approximately $6.8 billion ($361 million, net of tax) for FirstEnergy, of which approximately $1.5 billion ($103 million, net of tax) 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. In addition to the valuation allowances on state and local NOLs, FirstEnergy has recorded a reserve against certain state and local property related DTAs (approximately $62 million, net of tax) and a reserve against the estimated nondeductible portion of interest expense, discussed above.
Expiration Period State Local
  (In millions)
2020-2024 $1,844
 $1,081
2025-2029 1,652
 
2030-2034 1,265
 
2035-2039 886
 
Indefinite 67
 
  $5,714
 $1,081


FirstEnergy accounts for uncertainty in income taxes recognized in its financial statements. A recognition threshold and measurement attribute are utilized for financial statement recognition and measurement of tax positions taken or expected to be taken on the tax return. As of December 31, 2019 and 2018, FirstEnergy's total unrecognized income tax benefits were approximately $164 million and $158 million, respectively. The change in unrecognized income tax benefits from the entity that could potentially be significantprior year is primarily attributable to increases of approximately $14 million for the reserve for estimated nondeductible interest under Section 163(j) and $6 million for reserves on the estimated worthless stock deduction (see Note 3, Discontinued Operations, for further discussion). These increases were partially offset by a remeasurement of the 2018 reserve related to the VIE. FirstEnergy consolidatesestimated nondeductible interest under Section 163(j) of approximately $11 million, as well as a VIE when$3 million decrease due to the lapse in statute in certain state taxing jurisdictions. If ultimately recognized in future years, approximately $151 million of unrecognized income tax benefits would impact the effective tax rate.

As of December 31, 2019, it is determinedreasonably possible that it isapproximately $59 million of unrecognized tax benefits may be resolved during 2020 as a result of settlements with taxing authorities or the primary beneficiary.statute of limitations expiring, of which $57 million would affect FirstEnergy's effective tax rate.


In order

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The following table summarizes the changes in unrecognized tax positions for the years ended December 31, 2019, 2018 and 2017:
  (In millions)
Balance, January 1, 2017 $84
Current year increases 2
Decrease for lapse in statute (6)
Balance, December 31, 2017 $80
Current year increases 125
Prior year decreases (45)
Decrease for lapse in statute (2)
Balance, December 31, 2018 $158
Current year increases 22
Prior years decreases (12)
Decrease for lapse in statute (4)
Balance, December 31, 2019 $164


FirstEnergy recognizes interest expense or income and penalties related to evaluate contracts for consolidation treatmentuncertain tax positions in income taxes by applying the applicable statutory interest rate to the difference between the tax position recognized and entities for which the amount previously taken, or expected to be taken, on the tax return. FirstEnergy's recognition of net interest associated with unrecognized tax benefits in 2019, 2018 and 2017, was not material. For the years ended December 31, 2019 and 2018, the cumulative net interest payable recorded by FirstEnergy was not material.

FirstEnergy has an interest, FirstEnergy aggregates variable interests into categories based on similar risk characteristicstax returns that are under review at the audit or appeals level by the IRS and significance.state taxing authorities. In June 2019, the IRS completed its examination of FirstEnergy's 2017 federal income tax return and issued a Full Acceptance Letter with no changes or adjustments to FirstEnergy's taxable income. Tax year 2018 is currently under review by the IRS. FirstEnergy's tax returns for some state jurisdictions are open from 2009-2018.


Consolidated VIEs
VIEs in which FirstEnergy is the primary beneficiary consist of the following (included in FirstEnergy’s consolidated financial statements):
Ohio Securitization - In June 2013, SPEs formed by the Ohio Companies issued approximately $445 million of pass-through trust certificates supported by phase-in recovery bonds to securitize the recovery of certain all electric customer heating discounts, fuel and purchased power regulatory assets.
JCP&L Securitization - JCP&L Transition Funding II sold transition bonds to securitize the recovery of deferred costs associated with JCP&L’s supply of BGS.
MP and PE Environmental Funding Companies - Bankruptcy remote, special purpose limited liability companies that are indirect subsidiaries of MP and PE which issued environmental control bonds.
Ohio Securitization - In September 2012, the Ohio Companies created separate, wholly-owned limited liability 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 are payable only from, and secured by, phase-in recovery property owned by the SPEs. The bondholder has no recourse to the general credit of FirstEnergy or any of the Ohio Companies. Each of the Ohio Companies, as servicer of its respective SPE, manages and administers the phase-in recovery property including the billing, collection and remittance of usage-based charges payable by retail electric customers. In the aggregate, the Ohio Companies are entitled to annual servicing fees of $445 thousand that are recoverable through the usage-based charges. The SPEs are considered VIEs and each one is consolidated into its applicable utility. As of December 31, 2017 and December 31, 2016, $315 million and $339 million of the phase-in recovery bonds were outstanding, respectively.
See Note 11, “Capitalization,” for additional information on securitized bonds.
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.


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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. In 2015, FirstEnergy fully impaired the value of its investment in Global Holding.
Global Holding - FEV holds a 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations with coal sales in U.S. and international markets. FEV is not the primary beneficiary of the joint venture, as it does not have control over the significant activities affecting the joint ventures economic performance. FEV's ownership interest is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $28 million.
As discussed in Note 16,15, "Commitments, Guarantees and Contingencies," FE is the guarantor under Global Holding's $120 million syndicated senior secured term loan facility due November 12, 2024, under which has anGlobal Holding's outstanding principal balance is $114 million as of $275 million.December 31, 2019. 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 its guarantee, resulting in consolidation of Global Holding by FE.


PATH WV - PATH, a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012, is a series limited liability company that is comprised of multiple series, each of which has separate rights, powers and duties regarding specified property and the series profits and losses associated with such property. A subsidiary of FE owns 100% of the Allegheny Series (PATH-Allegheny) and 50% of the West Virginia Series (PATH-WV), which is a joint venture with a subsidiary of AEP. FirstEnergy is not the primary beneficiary of PATH-WV, as it does not have control over the significant activities affecting the economics of PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting. As of December 31, 2019, the carrying value of the equity method investment was $18 million.

Purchase Power Agreements- FirstEnergy evaluated its PPAs and determined that certain NUG entities at its Regulated Distribution segment may be VIEs to the extent that they own a plant that sells substantially all of its output to the applicable utilities and the contract price for power is correlated with the plant’s variable costs of production.
PATH WV - PATH, a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012, is a series limited liability company that is comprised of multiple series, each of which has separate rights, powers and duties regarding specified property and the series profits and losses associated with such property. A subsidiary of FE owns 100% of the Allegheny Series (PATH-Allegheny) and 50% of the West Virginia Series (PATH-WV), which is a joint venture with a subsidiary of AEP. FirstEnergy is not the primary beneficiary of PATH-WV, as it does not have control over the significant activities affecting the economics of PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting. As of December 31, 2017, the carrying value of the equity method investment was $17 million.
Purchase Power Agreements - FirstEnergy evaluated its PPAs and determined that certain NUG entities at its Regulated Distribution segment may be VIEs to the extent that they own a plant that sells substantially all of its output to the applicable utilities and the contract price for power is correlated with the plant’s variable costs of production.

FirstEnergy maintains 1210 long-term PPAs with NUG entities that were entered into pursuant to PURPA. FirstEnergy was not involved in the creation of, and has no0 equity or debt invested in, any of these entities. FirstEnergy has determined that for all but one1 of these NUG entities, it does not have a variable interest, or the entities do not meet the criteria to be considered a VIE. FirstEnergy may hold a variable interest in the remaining one1 entity; however, it applied the scope exception that exempts enterprises unable to obtain the necessary information to evaluate entities.

Because FirstEnergy has no0 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 contract that may contain a variable interest were $112$116 million and $108 million, respectively, during the years ended December 31, 20172019 and 2016.2018.

FES and FENOC - Asa result of the Chapter 11 bankruptcy filing discussed in Note 3, "Discontinued Operations," FE evaluated its investments in FES and FENOC and determined they are VIEs. FE is not the primary beneficiary because it lacks a controlling interest in FES and FENOC, which are subject to the jurisdiction of the Bankruptcy Court as of March 31, 2018. The carrying values of the equity investments in FES and FENOC were 0 at December 31, 2019.

Sale
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NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Pronouncements

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016 and Leaseback Transactionssubsequently updated to address implementation questions): The new guidance requires 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, as well as new qualitative and quantitative disclosures. FirstEnergy implemented a third-party software tool that assisted with the initial adoption and will assist with ongoing compliance. FirstEnergy chose to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. Upon adoption, on January 1, 2019, FirstEnergy increased assets and liabilities by$186 million, with no impact to results of operations or cash flows. See Note 8, "Leases," for additional information on FirstEnergy's leases.

Recently Issued Pronouncements - FESThe following new authoritative accounting guidance issued by the FASB has not yet been adopted. 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 based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting.

ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (issued June 2016 and subsequently updated): ASU 2016-13 removes all recognition thresholds and will require companies to recognize an allowance for expected credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost 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, with early adoption permitted. FirstEnergy has analyzed its financial instruments within the scope of this guidance, primarily trade receivables, AFS debt securities and certain third-party guarantees and does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" (Issued August 2018): ASU 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customers in a software licensing arrangement. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. FirstEnergy does not expect a material impact to its financial statements upon adoption in 2020.

ASU 2019-12, "Simplifying the Accounting for Income Taxes" (Issued in December 2019): ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
2. REVENUE

FirstEnergy accounts for revenues from contracts with customers under ASC 606, "Revenue from Contracts with Customers." Revenue from leases, financial instruments, other contractual rights or obligations and other revenues that are not from contracts with customers are outside the scope of the new standard and accounted for under other existing GAAP. FirstEnergy has elected to exclude sales taxes and other similar taxes collected on behalf of third parties from revenue as prescribed in the new standard. As a result, tax collections and remittances are excluded from recognition in the income statement and instead recorded through the balance sheet. Excise and gross receipts taxes that are assessed on FirstEnergy are not subject to the election and are included in revenue. FirstEnergy has elected the optional invoice practical expedient for most of its revenues and, with the exception of JCP&L transmission, utilizes the optional short-term contract exemption for transmission revenues due to the annual establishment of revenue requirements, which eliminates the need to provide certain revenue disclosures regarding unsatisfied performance obligations.



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FirstEnergy’s revenues are primarily derived from electric service provided by the Utilities and Transmission Companies. The following tables represent a disaggregation of revenue from contracts with customers for the year ended December 31, 2019, by type of service from each reportable segment:
Revenues by Type of Service Regulated Distribution Regulated Transmission 
Corporate/Other and Reconciling Adjustments (1)
 Total
  (In millions)
Distribution services(2)
 $5,133
 $
 $(83) $5,050
Retail generation 3,727
 
 (57) 3,670
Wholesale sales(2)
 411
 
 12
 423
Transmission(2)
 
 1,510
 
 1,510
Other 150
 
 2
 152
Total revenues from contracts with customers $9,421
 $1,510
 $(126) $10,805
ARP 181
 
 
 181
Other non-customer revenue 96
 16
 (63) 49
Total revenues $9,698
 $1,526
 $(189) $11,035

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes reductions to revenue related to amounts subject to refund resulting from the Tax Act ($16 million at Regulated Distribution and $19 million at Regulated Transmission).

The following tables represent a disaggregation of revenue from contracts with customers for the year ended December 31, 2018, by type of service from each reportable segment:
Revenues by Type of Service Regulated Distribution Regulated Transmission 
Corporate/Other and Reconciling Adjustments (1)
 Total
  (In millions)
Distribution services(2)
 $5,159
 $
 $(104) $5,055
Retail generation 3,936
 
 (54) 3,882
Wholesale sales(2)
 502
 
 22
 524
Transmission(2)
 
 1,335
 
 1,335
Other 144
 
 4
 148
Total revenues from contracts with customers $9,741
 $1,335
 $(132) $10,944
ARP 254
 
 
 254
Other non-customer revenue 108
 18
 (63) 63
Total revenues $10,103
 $1,353
 $(195) $11,261

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes $147 million in net reductions to revenue related to amounts subject to refund resulting from the Tax Act ($131 million at Regulated Distribution and $16 million at Regulated Transmission).

Other non-customer revenue includes revenue from late payment charges of $37 million and $39 million, as well as revenue from derivatives of $8 million and $18 million, respectively, for the years ended December 31, 2019 and 2018.

Regulated Distribution

The Regulated Distribution segment distributes electricity through FirstEnergy’s 10 utility operating companies and also controls 3,790 MWs of regulated electric generation capacity located primarily in West Virginia, Virginia and New Jersey. Each of the Utilities earns revenue from state-regulated rate tariffs under which it provides distribution services to residential, commercial and industrial customers in its service territory. The Utilities are obligated under the regulated construct to deliver power to customers reliably, as it is needed, which creates an implied monthly contract with the end-use customer. See Note 14 "Regulatory Matters," for additional information on itsrate recovery mechanisms. Distribution and electric revenues are recognized over time as electricity is distributed and delivered to the customer and the customers consume the electricity immediately as delivery occurs.

Retail generationsales relate to POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey and Maryland, as well as generation sales in West Virginia that are regulated by the WVPSC. Certain of the Utilities have default service


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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 varies depending on the level of shopping that occurs. Supply plans vary by state and by service territory. Default service for the Ohio Companies, Pennsylvania Companies, JCP&L and PE's Maryland jurisdiction are provided through a competitive procurement process approved by each state's respective commission. Retail generation revenues are recognized over time as electricity is delivered and consumed immediately by the customer.

The following table represents a disaggregation of the Regulated Distribution segment revenue from contracts with distributionservice and retail generation customers for the years ended December 31, 2019 and 2018, by class:
  For the Years Ended December 31,
Revenues by Customer Class 2019 2018
  (In millions)
Residential $5,412
 $5,598
Commercial 2,252
 2,350
Industrial 1,106
 1,056
Other 90
 91
Total $8,860
 $9,095


Wholesale sales primarily consist of generation and capacity sales into the PJM marketfrom FirstEnergy's regulated electric generation capacity and NUGs. Certain of the Utilities may also purchase power in the PJM markets to supply power to their customers. Generally, these power sales from generation and purchases to serve load are netted hourly and reported gross as either revenues or purchased power on the Consolidated Balance SheetStatements of Income (Loss) based on whether the entity was a net seller or buyer each hour. Capacity revenues are recognized ratably over the PJM planning year at prices cleared in the annual PJM Reliability Pricing Model Based Residual Auction and incremental auctions. Capacity purchases and sales through PJM capacity auctions are reported within revenues on the Consolidated Statements of Income (Loss). Certain capacity income (bonuses) and charges (penalties) related to the 2007 Bruce Mansfield Unit 1 saleavailability of units that have cleared in the auctions are unknown and leaseback arrangement,not recorded in revenue until, and unless, they occur.

The Utilities’ distribution customers are metered on a cycle basis. 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 satisfied through operating lease payments.historical customer usage, load profiles, estimated weather impacts, customer shopping activity and prices in effect for each class of customer. In each accounting period, the Utilities accrue the estimated unbilled amount as revenue and reverse the related prior period estimate. Customer payments vary by state but are generally due within 30 days.

ASC 606 excludes industry-specific accounting guidance for recognizing revenue from ARPs as these programs represent contracts between the utility and its regulators, as opposed to customers. Therefore, revenue from these programs are not within the scope of ASC 606 and regulated utilities are permitted to continue to recognize such revenues in accordance with existing practice but are presented separately from revenue arising from contracts with customers. FirstEnergy currently has ARPs in Ohio, primarily under Rider DMR, and in New Jersey. Please see Note 14, "Regulatory Matters," for further discussion on Rider DMR.

Regulated Transmission

The Regulated Transmission segment provides transmission infrastructure owned and operated by the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP) to transmit electricity from generation sources to distribution facilities. The segment's revenues are primarily derived from forward-looking formula rates at the Transmission Companies, as well as stated transmission rates at JCP&L, MP, PE and WP. Both the forward-looking formula and stated rates recover costs that the regulatory agencies determine are permitted to be recovered and provide a return on transmission capital investment. Under forward-looking formula rates, the revenue requirement is notupdated annually based on a projected rate base and projected costs, which is subject to an annual true-up based on actual costs. Revenue requirements under stated rates are calculated annually by multiplying the primary beneficiaryhighest one-hour peak load in each respective transmission zone by the approved, stated rate in that zone. Revenues and cash receipts for the stand-ready obligation of these interestsproviding transmission service are recognized ratably over time.

Effective January 1, 2018, JCP&L is subject to a FERC-approved settlement agreement that provides an annual revenue requirement of $155 million, which is recognized ratably as it does not have controlrevenue over the significant activities affecting the economics of the arrangements.time. Please see Note 14, "Regulatory Matters," for further discussion on tariff amendments approved by FERC on December 19, 2019, to convert JCP&L's existing stated transmission rate to a forward-looking formula transmission rate.



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FES is exposed to losses under the 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 upon the occurrence of specified casualty events. Net discounted lease payments would not be payable if the casualty loss payments were made.
The following table disclosesrepresents a disaggregation of revenue from contracts with regulated transmission customers by transmission owner for the years ended December 31, 2019 and 2018 by transmission owner:
  For the Years Ended December 31,
Transmission Owner 2019 2018
  (In millions)
ATSI $754
 $664
TrAIL 242
 237
MAIT 224
 150
Other 290
 284
Total Revenues $1,510
 $1,335

3. DISCONTINUED OPERATIONS

FES, FENOC, BSPC and a portion of AE Supply (including the Pleasants Power Station), representing substantially all of FirstEnergy’s operations that previously comprised the CES reportable operating segment, are presented as discontinued operations in FirstEnergy’s consolidated financial statements resulting from the FES Bankruptcy and actions taken as part of the strategic review to exit commodity-exposed generation, as discussed below. Prior period results have been reclassified to conform with such presentation as discontinued operations.

FES and FENOC Chapter 11 Bankruptcy Filing

As discussed in Note 1, "Organization and Basis of Presentation," on March 31, 2018, FES and FENOC announced the FES Bankruptcy. FirstEnergy concluded that it no longer had a controlling interest in the FES Debtors, as the entities are subject to the jurisdiction of the Bankruptcy Court and, accordingly, as of March 31, 2018, the FES Debtors were deconsolidated from FirstEnergy's net exposureconsolidated financial statements, and FirstEnergy has accounted and will account for its investments in the FES Debtors at fair values of 0. In connection with the disposal and the FES Bankruptcy settlement agreement approved by the Bankruptcy Court in September 2018, as further discussed in Note 1, "Organization and Basis of Presentation," FE recorded an after-tax gain on disposal of $59 million and $435 million in 2019 and 2018, respectively.
By eliminating a significant portion of its competitive generation fleet with the deconsolidation of the FES Debtors, FirstEnergy has concluded the FES Debtors meet the criteria for discontinued operations, as this represents a significant event in management’s strategic review to exit commodity-exposed generation and transition to a fully regulated company.
FES Borrowings from FE
On March 9, 2018, FES borrowed $500 million from FE under the secured credit facility, dated as of December 6, 2016, among FES, as borrower, FG and NG as guarantors, and FE, as lender, which fully utilized the committed line of credit available under the secured credit facility. Following deconsolidation of FES, FE fully reserved for the $500 million associated with the borrowings under the secured credit facility. Under the terms of the FES Bankruptcy settlement agreement, FE will release any and all claims against the FES Debtors with respect to the $500 million borrowed under the secured credit facility.

On March 16, 2018, the FES Debtors withdrew from the unregulated companies' money pool, which included FE, and the FES Debtors. Under the terms of the FES Bankruptcy settlement agreement, FE reinstated $88 million for 2018 estimated payments for NOLs applied against the FES Debtor’s position in the unregulated companies’ money pool prior to their withdrawal on March 16, 2018, which increased the amount the FES Debtors owed FE under the money pool to $92 million. In addition, as of March 31, 2018, AE Supply had a $102 million outstanding unsecured promissory note owed from FES. Following deconsolidation of the FES Debtors on March 31, 2018, and given the terms of the FES Bankruptcy settlement agreement, FE fully reserved the $92 million associated with the outstanding unsecured borrowings under the unregulated companies' money pool and the $102 million associated with the AE Supply unsecured promissory note. Under the terms of the FES Bankruptcy settlement agreement, FirstEnergy will release any and all claims against the FES Debtors with respect to the $92 million owed under the unregulated money pool and $102 million unsecured promissory note. For the years ended December 31, 2019 and 2018, approximately $33 million and $24 million of interest was accrued and subsequently reserved, respectively.
Services Agreements
Pursuant to the FES Bankruptcy settlement agreement, FirstEnergy entered into an amended and restated shared services agreement with the FES Debtors to extend the availability of shared services until no later than June 30, 2020, subject to reductions in services if requested by the FES Debtors. Under the amended shared services agreement, and consistent with the prior shared services agreements, costs are directly billed or assigned at no more than cost. In addition to providing for certain notice requirements and other terms and conditions, the agreement provided for a credit to the FES Debtors in an amount up to $112.5 million for charges incurred for services provided under prior shared services agreements and the amended shared services agreement from April 1, 2018 through December 31, 2018. The entire credit for shared services provided to the FES Debtors ($112.5 million) has been


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recognized by FE and was included within the loss based upon the casualty value provisionsfrom discontinued operations as of December 31, 2017:2018. The FES Debtors have paid approximately $152 million for the shared services for the year ended December 31, 2019.
Benefit Obligations
FirstEnergy will retain certain obligations for the FES Debtors' employees for services provided prior to emergence from bankruptcy. The retention of this obligation at March 31, 2018, resulted in a net liability of $820 million (including EDCP, pension and OPEB) with a corresponding loss from discontinued operations. EDCP and pension/OPEB service costs earned by the FES Debtors' employees during bankruptcy are billed under the shared services agreement. As FE continues to provide pension benefits to FES/FENOC employees, certain components of pension cost, including the mark to market, are seen as providing ongoing services and are reported in the continuing operations of FE, subsequent to the bankruptcy filing. FE has billed the FES Debtors approximately $37 million for their share of pension and OPEB service costs for the year ended December 31, 2019.
Purchase Power
FES at times provides power through affiliated company power sales to meet a portion of the Utilities' POLR and default service requirements and provides power to certain affiliates' facilities. As of December 31, 2019, the Utilities owed FES approximately $10 million related to these purchases. The terms and conditions of the power purchase agreements are generally consistent with industry practices and other similar third-party arrangements. The Utilities purchased and recognized in continuing operations approximately $171 million and $318 million of power purchases from FES for the years ended December 31, 2019 and 2018, respectively.
Income Taxes
For U.S. federal income taxes, until emergence from bankruptcy, the FES Debtors will continue to be consolidated in FirstEnergy’s tax return and taxable income will be determined based on the tax basis of underlying individual net assets. Deferred taxes previously recorded on the inside basis differences may not represent the actual tax consequence for the outside basis difference, causing a recharacterization of an existing consolidated-return NOL as a future worthless stock deduction. FirstEnergy currently estimates a future worthless stock deduction of approximately $4.8 billion ($1.0 billion, net of tax) and is net of unrecognized tax benefits of $448 million ($94 million, net of tax). The estimated worthless stock deduction is contingent upon the emergence of the FES Debtors from the FES Bankruptcy and such amounts may be materially impacted by future events.

Additionally, the Tax Act amended Section 163(j) of the Code, limiting interest expense deductions for corporations but with exemption for certain regulated utilities. On November 26, 2018, the IRS issued proposed regulations implementing Section 163(j), including application to consolidated groups with both regulated utility and non-regulated members. Based on its interpretation of these proposed regulations, FirstEnergy has estimated the amount of deductible interest for its consolidated group in 2019 and 2018 and has recorded a deferred tax asset on the nondeductible portion as it is carried forward with an indefinite life. However, the deferred tax asset related to the carryforward of nondeductible interest has a full valuation allowance recorded against it as future profitability from sources other than regulated utility businesses is required for utilization. In 2019 and 2018, FirstEnergy recorded tax expense of $54 million and $60 million, respectively, resulting from the valuation allowance, of which $14 million and $27 million has been reflected as an uncertain tax position in 2019 and 2018, respectively. All tax expense related to nondeductible interest in 2019 and 2018 has been recorded in discontinued operations as it is entirely attributed to the inclusion of the FES Debtors in FirstEnergy's consolidated group and therefore, pursuant to the Intercompany Tax Sharing Agreement, has been allocated to the FES Debtors. FE has fully reserved the amount of non-deductible interest allocated to the FES Debtors in connection with the on-going reconciliations under the Intercompany Tax Allocation Agreement with the FES Debtors.
See Note 1, "Organization and Basis of Presentation," for further discussion of the settlement among FirstEnergy, the FES Key Creditor Groups, the FES Debtors and the UCC.

Competitive Generation Asset Sales

FirstEnergy announced in January 2017 that AE Supply and AGC had entered into an asset purchase agreement with a subsidiary of LS Power Equity Partners III, LP, as amended and restated in August 2017, to sell 4 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). On December 13, 2017, AE Supply completed the sale of the natural gas generating plants. On March 1, 2018, AE Supply completed the sale of the Buchanan Generating Facility. On May 3, 2018, AE Supply and AGC completed the sale of approximately 59% of AGC's interest in Bath County. Also, on May 3, 2018, following the closing of the sale by AGC of a portion of its ownership interest in Bath County, AGC completed the redemption of AE Supply's shares in AGC and AGC became a wholly owned subsidiary of MP.

On March 9, 2018, BSPC and FG entered into an asset purchase agreement with Walleye Power, LLC (formerly Walleye Energy, LLC), for the sale of the Bay Shore Generating Facility, including the 136 MW Bay Shore Unit 1 and other retired coal-fired generating equipment owned by FG. The Bankruptcy Court approved the sale on July 13, 2018, and the transaction was completed on July 31, 2018.

As contemplated under the FES Bankruptcy settlement agreement, AE Supply entered into an agreement on December 31, 2018, to transfer the 1,300 MW Pleasants Power Station and related assets to FG, while retaining certain specified liabilities. Under the terms of the agreement, FG acquired the economic interests in Pleasants as of January 1, 2019, and AE Supply operated Pleasants


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until it transferred, which, as discussed above, occurred on January 30, 2020. After closing, AE Supply will continue to provide access to the McElroy's Run CCR Impoundment Facility, which was not transferred, and FE will provide guarantees for certain retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility.
Individually, the AE Supply and BSPC asset sales and Pleasants Power Station transfer did not qualify for reporting as discontinued operations. However, in the aggregate, the transactions were part of management’s strategic review to exit commodity-exposed generation and, when considered with FES' and FENOC’s bankruptcy filings on March 31, 2018, represent a collective elimination of substantially all of FirstEnergy’s competitive generation fleet and meet the criteria for discontinued operations.

Summarized Results of Discontinued Operations

Summarized results of discontinued operations for the years ended December 31, 2019, 2018, and 2017 were as follows:
 
Maximum
Exposure
 
Discounted Lease
Payments, net
 
Net
Exposure
 (In millions)
FirstEnergy(1)
$1,083
 $862
 $221
  For the Years Ended December 31,
(In millions) 2019 
2018 (3)
 
2017 (3)
       
Revenues $188
 $989
 $3,055
Fuel (140) (304) (879)
Purchased power 
 (84) (268)
Other operating expenses (63) (435) (1,499)
Provision for depreciation 
 (96) (109)
General taxes (14) (35) (103)
Impairment of assets(1)
 
 
 (2,358)
Pleasants economic interest(2)
 27
 
 
Other expense, net (2) (83) (94)
Loss from discontinued operations, before tax (4) (48) (2,255)
Income tax expense (benefit) 47
 61
 (820)
Loss from discontinued operations, net of tax (51) (109) (1,435)
Gain on disposal of FES and FENOC, net of tax 59
 435
 
Income (Loss) from discontinued operations $8
 $326
 $(1,435)

(1) All Includes impairment of the FES nuclear facilities, the Pleasants Power Station ($120 million), and the competitive generation asset sale ($193 million).
(2) Reflects the estimated amounts owed from FG for its economic interests in Pleasants effective January 1, 2019, as further discussed above.
(3) Discontinued operations include results of FES and FENOC through March 31, 2018, when deconsolidated from FirstEnergy's financial statements.
The gain on disposal that was recognized in the year ended December 31, 2019 and 2018, consisted of the following:
  For the Years Ended December 31,
(In millions) 2019 2018
Removal of investment in FES and FENOC $
 $2,193
Assumption of benefit obligations retained at FE 
 (820)
Guarantees and credit support provided by FE 
 (139)
Reserve on receivables and allocated pension/OPEB mark-to-market 
 (914)
Settlement consideration and services credit 7
 (1,197)
Loss on disposal of FES and FENOC, before tax 7
 (877)
Income tax benefit, including estimated worthless stock deduction 52
 1,312
Gain on disposal of FES and FENOC, net of tax $59
 $435
As of December 31, 2019 and 2018, materials and supplies of $33 million and $25 million, respectively, are included in FirstEnergy's Consolidated Balance Sheets as Current assets - discontinued operations.



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FirstEnergy's Consolidated Statements of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow category. The following table summarizes the major classes of cash flow items from discontinued operations for the years ended December 31, 2019, 2018 and 2017:
  For the Years Ended December 31,
(In millions) 2019 2018 2017
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Income from discontinued operations $8
 $326
 $(1,435)
Gain on disposal, net of tax (59) (435) 
Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs 
 110
 333
Deferred income taxes and investment tax credits, net 47
 61
 (842)
Unrealized (gain) loss on derivative transactions 
 (10) 81
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property additions 
 (27) (317)
Nuclear fuel 
 
 (254)
Sales of investment securities held in trusts 
 109
 940
Purchases of investment securities held in trusts 
 (122) (999)

4. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in AOCI for the years ended December 31, 2019, 2018 and 2017, for FirstEnergy are shown in the following table:
  
Gains & Losses on Cash Flow Hedges (1)
 Unrealized Gains on AFS Securities Defined Benefit Pension & OPEB Plans Total
  (In millions)
AOCI Balance, January 1, 2017 $(28) $52
 $150
 $174
         
Other comprehensive income before reclassifications 
 85
 (11) 74
Amounts reclassified from AOCI 10
 (63) (74) (127)
Other comprehensive income (loss) 10
 22
 (85) (53)
Income tax (benefits) on other comprehensive income (loss) 4
 7
 (32) (21)
Other comprehensive income (loss), net of tax 6
 15
 (53) (32)
         
AOCI Balance, December 31, 2017 $(22) $67
 $97
 $142
         
Other comprehensive income before reclassifications 
 (97) (9) (106)
Amounts reclassified from AOCI 8
 (1) (74) (67)
Deconsolidation of FES and FENOC 13
 (8) 
 5
Other comprehensive income (loss) 21
 (106) (83) (168)
Income tax (benefits) on other comprehensive income (loss) 10
 (39) (38) (67)
Other comprehensive income (loss), net of tax 11
 (67) (45) (101)
  

      
AOCI Balance, December 31, 2018 $(11) $
 $52
 $41
         
Other comprehensive income before reclassifications 
 
 (2) (2)
Amounts reclassified from AOCI 2
 
 (29) (27)
Other comprehensive income (loss) 2
 
 (31) (29)
Income tax (benefits) on other comprehensive income (loss) 
 
 (8) (8)
Other comprehensive income (loss), net of tax 2
 
 (23) (21)
         
AOCI Balance, December 31, 2019 $(9) $
 $29
 $20
         
(1)Relates to previous cash flow hedges used to hedge fixed rate long-term debt securities prior to their issuance.


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The following amounts were reclassified from AOCI for FirstEnergy in the years ended December 31, 2019, 2018 and 2017:
  Year Ended December 31, Affected Line Item in Consolidated Statements of Income (Loss)
Reclassifications from AOCI (1)
 2019 
2018 (2)
 2017 
  (In millions)  
Gains & losses on cash flow hedges        
Commodity contracts $
 $1
 $2
 Other operating expenses
Long-term debt 2
 7
 8
 Interest expense
  
 (2) (4) Income taxes
  $2
 $6
 $6
 Net of tax
         
Unrealized gains on AFS securities        
Realized gains on sales of securities $
 $(1) $(40) Discontinued operations
         
Defined benefit pension and OPEB plans        
Prior-service costs $(29) $(74) $(74) 
(3) 
  8
 19
 28
 Income taxes
  $(21) $(55) $(46) Net of tax
         
(1) Amounts in parenthesis represent credits to the Consolidated Statements of Income (Loss) from AOCI.
(2) Includes stranded tax amounts reclassified from AOCI in connection with the adoption of ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income".
(3) Prior-service costs are reported within Miscellaneous income, net within Other Income (Expense) on FirstEnergy’s Consolidated Statements of Income (Loss). Components are included in the computation of net periodic cost (credits), see Note 5, "Pension and Other Postemployment Benefits," for additional details.

5. 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. Under the cash-balance portion of the Pension Plan (for employees hired on or after January 1, 2014), FirstEnergy makes contributions to eligible employee retirement accounts based on a pay credit and an interest credit. 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.
FirstEnergy recognizes 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, 2019, 2018, and 2017 were $676 million, $145 million, and $141 million, respectively. Of these amounts, approximately $2 million, $1 million, and $39 million, are included in discontinued operations for the years ended December 31, 2019, 2018, and 2017, respectively. In 2019, the pension and OPEB mark-to-market adjustment primarily reflects a 110 bps decrease in the discount rate used to measure benefit obligations and higher than expected asset returns.

FirstEnergy’s pension and OPEB funding policy is based on actuarial computations using the projected unit credit method. In January 2018, FirstEnergy satisfied its minimum required funding obligations to its qualified pension plan of $500 million and addressed anticipated required funding obligations through 2020 to its pension plan with an additional contribution of $750 million. On February 1, 2019, FirstEnergy made a $500 million voluntary cash contribution to the qualified pension plan. FirstEnergy expects no required contributions through 2021.
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.



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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 2019, FirstEnergy’s pension and OPEB plan assets experienced gains of $1,492 million,or 20.2%, compared to losses of $371 million, or (4.0)%, in 2018 and gains of $999 million, or 15.1%, in 2017, and assumed a 7.50% rate of return for 2019, 2018 and 2017 which generated $569 million, $605 million and $478 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 decrease or increase 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 2019, the Society of Actuaries published new mortality tables that include more current data than the RP-2014 tables as well as new improvement scales. An analysis of FirstEnergy pension and OPEB plan mortality data indicated the use of the Pri-2012 mortality table with projection scale MP-2019 was most appropriate. As such, the Pri-2012 mortality table with projection scale MP-2019 was utilized to determine the 2019 benefit cost and obligation as of December 31, 2019 for the FirstEnergy pension and OPEB plans. The impact of using the Pri-2012 mortality table with projection scale MP-2019 resulted in a decrease to the projected benefit obligation approximately $29 million and $3 million for the pension and OPEB plans, respectively, and was included in the 2019 pension and OPEB mark-to-market adjustment.

Effective in 2019, FirstEnergy changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for pension and OPEB plans. Historically, FirstEnergy estimated these components utilizing a single, weighted average discount rate derived from the yield curve used to measure the benefit obligation. FirstEnergy has elected to use a spot rate approach in the estimation of the components of benefit cost by applying specific spot rates along the full yield curve to the relevant projected cash flows, as this provides a better estimate of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This election is considered a change in estimate and, accordingly, accounted for prospectively, and did not have a material impact on FirstEnergy's financial statements.
Following adoption of ASU 2017-07, "Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" in 2018, service costs, net of capitalization, continue to be reported within Other operating expenses on the FirstEnergy Consolidated Statements of Income (Loss). Non-service costs are reported within Miscellaneous income, net, within Other Income (Expense).


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  Pension OPEB
Obligations and Funded Status - Qualified and Non-Qualified Plans 2019 2018 2019 2018
  (In millions)
Change in benefit obligation:        
Benefit obligation as of January 1 $9,462
 $10,167
 $608
 $731
         
Service cost 193
 224
 3
 5
Interest cost 373
 372
 22
 25
Plan participants’ contributions 
 
 4
 3
Plan amendments 2
 5
 
 5
Special termination benefits 14
 31
 
 8
Medicare retiree drug subsidy 
 
 1
 1
Annuity purchase 
 (129) 
 
Actuarial (gain) loss 1,535
 (710) 64
 (121)
Benefits paid (529) (498) (48) (49)
Benefit obligation as of December 31 $11,050
 $9,462
 $654
 $608
         
Change in fair value of plan assets:        
Fair value of plan assets as of January 1 $6,984
 $6,704
 $408
 $439
Actual return on plan assets 1,419
 (363) 73
 (8)
Annuity purchase 
 (129) 
 
Company contributions 521
 1,270
 21
 22
Plan participants’ contributions 
 
 4
 3
Benefits paid (529) (498) (48) (48)
Fair value of plan assets as of December 31 $8,395
 $6,984
 $458
 $408
         
Funded Status:        
Qualified plan $(2,203) $(2,093) $
 $
Non-qualified plans (452) (385) 
 
Funded Status (Net liability as of December 31) $(2,655) $(2,478) $(196) $(200)
         
Accumulated benefit obligation $10,439
 $8,951
 $
 $
         
Amounts Recognized in AOCI:        
Prior service cost (credit) $24
 $30
 $(85) $(121)
         
Assumptions Used to Determine Benefit Obligations        
(as of December 31)        
Discount rate 3.34% 4.44% 3.18% 4.30%
Rate of compensation increase 4.10% 4.10% N/A
 N/A
Cash balance weighted average interest crediting rate 2.57% 3.34% N/A
 N/A
         
Assumed Health Care Cost Trend Rates        
(as of December 31)        
Health care cost trend rate assumed (pre/post-Medicare) N/A
 N/A
 6.0-5.5%
 6.0-5.5%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) N/A
 N/A
 4.5% 4.5%
Year that the rate reaches the ultimate trend rate N/A
 N/A
 2028
 2028
         
Allocation of Plan Assets (as of December 31)        
Equity securities 29% 34% 54% 48%
Fixed Income 36% 34% 30% 35%
Hedge funds 9% 11% % %
Insurance-linked securities 2% 2% % %
Real estate funds 7% 10% % %
Derivatives % 2% % %
Private equity funds 4% 2% % %
Cash and short-term securities 13% 5% 16% 17%
Total 100% 100% 100% 100%



99




Components of Net Periodic Benefit Costs for the Years Ended December 31, Pension OPEB
 2019 2018 2017 2019 2018 2017
  (In millions)
Service cost $193
 $224
 $208
 $3
 $5
 $5
Interest cost 373
 372
 390
 22
 25
 27
Expected return on plan assets (540) (574) (448) (29) (31) (30)
Amortization of prior service costs (credits) 7
 7
 7
 (36) (81) (81)
Special termination costs (1)
 14
 31
 
 
 8
 
Pension & OPEB mark-to-market adjustment 656
 227
 108
 20
 (82) 13
Net periodic benefit costs (credits) $703
 $287
 $265
 $(20) $(156) $(66)


(1) Subject to a cap, FirstEnergy has agreed to fund a pension enhancement through its pension plan, for voluntary enhanced retirement packages offered to certain FES employees, as well as offer certain other employee benefits (approximately $14 million recognized for the year ended December 31, 2019).
Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31,* Pension OPEB
 2019 2018 2017 2019 2018 2017
Weighted-average discount rate 4.44% 3.75% 4.25% 4.30% 3.50% 4.00%
Expected long-term return on plan assets 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Rate of compensation increase 4.10% 4.20% 4.20% N/A
 N/A
 N/A

*Excludes impact of pension and OPEB mark-to-market adjustment.

Amounts in the tables above include FES Debtors' share of the net periodic pension and OPEB costs (credits) of $242 million and $(19) million, respectively, for the year ended December 31, 2019. The FES Debtors' share of the net periodic pension and OPEB costs (credits) were $64 million and $(25) million, respectively, for the year ended December 31, 2018, and $60 million and $(17) million, respectively, for the year ended December 31, 2017. The 2019 special termination costs associated with FES.FES' voluntary enhanced retirement package are a component of Discontinued operations in FirstEnergy's Consolidated Statements of Income (Loss). Following the FES Debtors’ voluntary bankruptcy filing, FE has billed the FES Debtors approximately $37 million and $42 million for their share of pension and OPEB service costs for the years ended December 31, 2019 and 2018, 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 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.




161100




The following tables set forth pension financial assets that are accounted for at fair value by level within the fair value hierarchy. See Note 10, "Fair Value Measurements," for a description of each level of the fair value hierarchy. There were no significant transfers between levels during 2019 and 2018.
  December 31, 2019 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $1,069
 $
 $1,069
 13%
Equities 1,532
 828
 
 2,360
 29%
Fixed income:          
Corporate bonds 
 2,064
 
 2,064
 25%
Other(3)
 
 880
 
 880
 11%
Alternatives:       

  
Derivatives (40) 
 
 (40) %
Total (1)
 $1,492

$4,841

$
 $6,333
 78%
           
Private equity funds (2)
       342
 4%
Insurance-linked securities (2)
       186
 2%
Hedge funds (2)
       774
 9%
Real estate funds (2)
       584
 7%
Total Investments       $8,219
 100%

(1)
Excludes $176 million as of December 31, 2019, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(2)
Net Asset Value used as a practical expedient to approximate fair value.
(3)
Includes insurance annuities, bank loans and emerging markets debt.
  December 31, 2018 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $342
 $
 $342
 5%
Equities 1,115
 1,256
 
 2,371
 34%
Fixed income:          
Government bonds 
 59
 
 59
 1%
Corporate bonds 
 1,674
 
 1,674
 23%
Other(4)
 
 667
 
 667
 10%
Alternatives:          
Derivatives 108
 
 
 108
 2%
Total (1)
 $1,223
 $3,998
 $
 $5,221
 75%
           
Private equity funds (2)
       143
 2%
Insurance-linked securities (2)
       108
 2%
Hedge funds (3)
       779
 11%
Real estate funds (3)
       665
 10%
Total Investments 

 

 

 $6,916
 100%


(1)
Excludes $68 million as of December 31, 2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
(2)
Net asset value used as a practical expedient to approximate fair value.
(3)
The classification of Level 2 and 3 assets from the prior year, $779 million and $665 million, respectively, was adjusted in the current year presentation and included outside of the fair value hierarchy table as of December 31, 2018, as investments for which Net Asset Value is used as a practical expedient to approximate fair value in accordance with ASU 2015-07 "Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)". 
(4)
Includes insurance annuities, bank loans and emerging markets debt.






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As of December 31, 2019 and 2018, the OPEB trust investments measured at fair value were as follows:
  December 31, 2019 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $72
 $
 $72
 16%
Equity investment:          
Domestic 246
 
 
 246
 54%
Fixed income:          
Government bonds 
 100
 
 100
 22%
Corporate bonds 
 34
 
 34
 7%
Mortgage-backed securities (non-government) 


 5
 
 5
 1%
Total (1)
 $246
 $211
 $
 $457
 100%
(1) Excludes $1 million as of December 31, 2019, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.
  December 31, 2018 Asset Allocation
  Level 1 Level 2 Level 3 Total 
  (In millions)  
Cash and short-term securities $
 $71
 $
 $71
 17%
Equity investment:          
Domestic 196
 
 
 196
 48%
Fixed income:          
Government bonds 
 107
 
 107
 26%
Corporate bonds 
 32
 
 32
 8%
Mortgage-backed securities (non-government) 


 4
 
 4
 1%
Total (1)
 $196
 $214
 $
 $410
 100%

(1) Excludes $(2) million as of December 31, 2018, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.

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 2019 and 2018 are shown in the following table:
Target Asset Allocations
  2019 2018
Equities 38% 38%
Fixed income 30% 30%
Hedge funds 8% 8%
Real estate 10% 10%
Alternative investments 8% 8%
Cash 6% 6%
  100% 100%



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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)
2020 $547
 $52
 $(1)
2021 564
 49
 (1)
2022 573
 48
 (1)
2023 586
 47
 (1)
2024 593
 46
 (1)
Years 2025-2029 3,099
 208
 (3)

6. STOCK-BASED COMPENSATION PLANS

FirstEnergy grants stock-based awards through the ICP 2015, primarily in the form of restricted stock and performance-based restricted stock units. Under FirstEnergy's previous incentive compensation plan, the ICP 2007, FirstEnergy also granted stock options and performance shares. The ICP 2007 and ICP 2015 include shareholder authorization to issue 29 million shares and 10 million shares, respectively, of common stock or their equivalent. As of December 31, 2019, approximately 3.9 million shares were available for future grants under the ICP 2015 assuming maximum performance metrics are achieved for the outstanding cycles of restricted stock units. NaN shares are available for future grants under the ICP 2007. Shares not issued due to forfeitures or cancellations may be added back to the ICP 2015. Shares granted under the ICP 2007 and ICP 2015 are issued from authorized but unissued common stock. Vesting periods for stock-based awards range from one to ten years, with the majority of awards having a vesting period of three years. FirstEnergy also issues stock through its 401(k) Savings Plan, EDCP, and 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. FirstEnergy accounts 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 awards are exercised or settled. Actual income tax benefits realized during the years ended December 31, 2019, 2018 and 2017, were $24 million, $15 million and $15 million, respectively. The income tax effects of awards are recognized in the income statement when the awards vest, are settled or are forfeited.

Stock-based compensation costs and the amount of stock-based compensation costs capitalized related to FirstEnergy plans for the years ended December 31, 2019, 2018 and 2017 are included in the following tables:
  For the Years Ended December 31,
Stock-based Compensation Plan 2019 2018 2017
  (In millions)
Restricted Stock Units $73
 $102
 $49
Restricted Stock 1
 1
 1
401(k) Savings Plan 33
 33
 42
EDCP & DCPD 9
 7
 6
   Total $116
 $143
 $98
Stock-based compensation costs capitalized $54
 $60
 $37

There was no stock option expense for the years ended December 31, 2019, 2018 and 2017. Income tax benefits associated with stock-based compensation plan expense were $10 million, $18 million and $10 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Restricted Stock Units

Beginning with the performance-based restricted stock units granted in 2015, two-thirds of each award will be paid in stock and one-third will be paid in cash. Restricted stock units payable in stock provide the participant 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 applicable to each award. 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. Beginning with awards granted in 2018, restricted stock units include a


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performance metric consisting of a relative total shareholder return modifier utilizing the S&P 500 Utility Index as a comparator group. The estimated grant date fair value for these awards is calculated using the Monte Carlo simulation method.

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. The 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 the portion of performance-based restricted stock units payable in cash in the future as of December 31, 2019, was $46 million. During 2019, approximately $44 million was paid in relation to the cash portion of restricted stock unit obligations that vested in 2019.

The vesting period for the performance-based restricted stock unit awards granted in 2017, 2018 and 2019, were each 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 as the underlying award.

Restricted stock unit activity for the year ended December 31, 2019, was as follows:
Restricted Stock Unit Activity 
Shares
(in millions)
 Weighted-Average Grant Date Fair Value (per share)
Nonvested as of January 1, 2019 3.3
 $33.78
Granted in 2019 1.9
 41.23
Forfeited in 2019 (0.4) 37.23
Vested in 2019(1)
 (2.2) 40.73
Nonvested as of December 31, 2019 2.6
 $36.20

(1)Excludes dividend equivalents of approximately 636 thousand shares earned during vesting period.

The weighted-average fair value of awards granted in 2019, 2018 and 2017 was $41.23, $36.78 and $31.71 per share, respectively. For the years ended December 31, 2019, 2018, and 2017, the fair value of restricted stock units vested was $91 million, $62 million, and $42 million, respectively. As of December 31, 2019, there was approximately $31 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted for restricted stock units, which is expected to be recognized over a period of approximately three 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 FE common stock on the date of grant. Dividends are received on the restricted stock and are reinvested in additional shares of restricted stock, subject to the vesting conditions of the underlying award. Restricted stock activity for the year ended December 31, 2019, was not material.

Stock Options

Stock options have been granted to certain employees allowing them to purchase a specified number of common shares at a fixed exercise price over a defined period of time. Stock options generally expire ten years from the date of grant. There were 0 stock options granted in 2019. Stock option activity for the year ended December 31, 2019 was as follows:
Stock Option Activity 
Number of Shares
(in millions)
 Weighted Average Exercise Price (per share)
Balance, January 1, 2019 (all options exercisable) 0.8
 $37.37
Options exercised (0.6) 37.26
Options forfeited (0.1) 37.72
Balance, December 31, 2019 (all options exercisable) 0.1
 $37.75


Approximately $23 million and $12 million of cash was received from the exercise of stock options in 2019 and 2018, respectively. There was 0 cash received from the exercise of stock options in 2017. The weighted-average remaining contractual term of options outstanding as of December 31, 2019, was 2.16 years.


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401(k) Savings Plan

In 2019 and 2018, approximately 1 million and 1.3 million shares of FE common stock, respectively, were issued and contributed to participants' accounts.

EDCP

Under the EDCP, certain employees can defer 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. Base salary and annual incentive awards may be deferred into a retirement cash 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 vary depending upon the form of the award, the duration of the deferral and other factors. Certain types of deferrals such as dividend equivalent units, Annual incentive awards, and performance share awards are required to be paid in cash. Until 2015, payouts of the stock accounts typically occurred three years from the date of deferral, although participants could 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 separation from service, death or disability. Interest accrues on the cash allocated to the retirement cash account and the balance will pay out in cash over a time period as elected by the participant.

DCPD

Under the DCPD, members of FE's Board of Directors can elect to defer all or a portion of their equity retainers to a deferred stock account and their cash retainers to deferred stock or deferred cash accounts. The net liability recognized for DCPD of approximately $9 million as of December 31, 2019 and December 31, 2018, is included in the caption “Retirement benefits,” on the Consolidated Balance Sheets.
7. 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.

FE and its subsidiaries, as well as FES and FENOC, are party to an intercompany income tax allocation agreement that provides for the allocation of consolidated tax liabilities. Net tax benefits attributable to FE, excluding any tax benefits derived from interest expense associated with acquisition indebtedness from the merger with GPU, are reallocated to the subsidiaries of FE that have taxable income. That allocation is accounted for as a capital contribution to the company receiving the tax benefit. FES and FENOC are expected to remain parties to the intercompany tax allocation agreement until their emergence from bankruptcy, which is when they will no longer be part of FirstEnergy's consolidated tax group.

On December 22, 2017, the President signed into law the Tax Act, which included significant changes to the Internal Revenue Code of 1986 (as amended, the Code). The more significant changes that impacted FirstEnergy were as follows:
Reduction of the corporate federal income tax rate from 35% to 21%, effective in 2018;
Full expensing of qualified property, excluding rate regulated utilities, through 2022 with a phase down beginning in 2023;
Limitations on interest deductions with an exception for rate regulated utilities, effective in 2018;
Limitation of the utilization of federal NOLs arising after December 31, 2017 to 80% of taxable income with an indefinite carryforward;
Repeal of the corporate AMT and allowing taxpayers to claim a refund on any AMT credit carryovers.



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  For the Years Ended December 31,
INCOME TAXES(1)
 2019 2018 2017
  (In millions)
Currently payable (receivable)-      
Federal $(16) $(16) $14
State(2)
 24
 17
 20
  8
 1
 34
Deferred, net-      
Federal(3)
 150
 252
 1,647
State(4)
 60
 243
 40
  210
 495
 1,687
Investment tax credit amortization (5) (6) (6)
Total income taxes $213
 $490
 $1,715


(1)
Income Taxes on Income from Continuing Operations.
(2)
Excludes $1 million and $22 million of state tax expense associated with discontinued operations for the years ended December 31, 2018 and 2017, respectively.
(3)
Excludes $(9) million, $(1.3) billion and $(771) million of federal tax benefit associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.
(4)
Excludes $4 million, $12 million and $(69) million of state tax expense (benefit) associated with discontinued operations for the years ended December 31, 2019, 2018 and 2017, respectively.

FirstEnergy 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 income taxes (benefits) for the years ended December 31, 2019, 2018 and 2017:
 For the Years Ended December 31,
 2019 2018 2017
 (In millions)
      
Income from Continuing Operations, before income taxes$1,117
 $1,512
 $1,426
Federal income tax expense at statutory rate (21%, 21%, and 35% for 2019, 2018, and 2017, respectively)$235
 $318
 $499
Increases (reductions) in taxes resulting from-     
State income taxes, net of federal tax benefit96
 90
 40
AFUDC equity and other flow-through(36) (31) (15)
Amortization of investment tax credits(5) (5) (6)
ESOP dividend(3) (3) (5)
Remeasurement of deferred taxes
 24
 1,193
WV unitary group remeasurement
 126
 
Excess deferred tax amortization due to the Tax Act(74) (60) 
Uncertain tax positions(11) 2
 (3)
Valuation allowances5
 21
 11
Other, net6
 8
 1
Total income taxes$213
 $490
 $1,715
Effective income tax rate19.1% 32.4% 120.3%


FirstEnergy's effective tax rate on continuing operations for 2019 and 2018 was 19.1% and 32.4%, respectively. The decrease in the effective tax rate resulted primarily from the absence of charges that occurred in 2018, including approximately $24 million related to the remeasurement of deferred income taxes resulting from the Tax Act and approximately $126 million associated with the remeasurement of West Virginia state deferred income taxes, resulting from the legal and financial separation of FES and FENOC from FirstEnergy, which occurred in the first quarter of 2018 (see Note 3, "Discontinued Operations" for other tax matters relating to the FES Bankruptcy that were recognized in discontinued operations). In addition, in 2019, FirstEnergy's regulated distribution and transmission subsidiaries recognized an increase in the tax benefit associated with the amortization of net excess deferred income taxes as compared to 2018 (see Note 14, "Regulatory Matters," for additional detail).


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Accumulated deferred income taxes as of December 31, 2019 and 2018, are as follows:
  As of December 31,
  2019 2018
  (In millions)
Property basis differences $5,037
 $4,737
Pension and OPEB (698) (629)
TMI-2 nuclear decommissioning 89
 82
AROs (226) (215)
Regulatory asset/liability 445
 414
Deferred compensation (154) (170)
Estimated worthless stock deduction (1,007) (1,004)
Loss carryforwards and AMT credits (836) (899)
Valuation reserve 441
 394
All other (242) (208)
Net deferred income tax liability $2,849
 $2,502


FirstEnergy has 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, 2019, FirstEnergy's loss carryforwards and AMT credits consisted of $2.1 billion ($441 million, net of tax) of Federal NOL carryforwards that will begin to expire in 2031 and Federal AMT credits of $9 million that have an indefinite carryforward period.

The table below summarizes pre-tax NOL carryforwards for state and local income tax purposes of approximately $6.8 billion ($361 million, net of tax) for FirstEnergy, of which approximately $1.5 billion ($103 million, net of tax) 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. In addition to the valuation allowances on state and local NOLs, FirstEnergy has recorded a reserve against certain state and local property related DTAs (approximately $62 million, net of tax) and a reserve against the estimated nondeductible portion of interest expense, discussed above.
Expiration Period State Local
  (In millions)
2020-2024 $1,844
 $1,081
2025-2029 1,652
 
2030-2034 1,265
 
2035-2039 886
 
Indefinite 67
 
  $5,714
 $1,081


FirstEnergy accounts for uncertainty in income taxes recognized in its financial statements. A recognition threshold and measurement attribute are utilized for financial statement recognition and measurement of tax positions taken or expected to be taken on the tax return. As of December 31, 2019 and 2018, FirstEnergy's total unrecognized income tax benefits were approximately $164 million and $158 million, respectively. The change in unrecognized income tax benefits from the prior year is primarily attributable to increases of approximately $14 million for the reserve for estimated nondeductible interest under Section 163(j) and $6 million for reserves on the estimated worthless stock deduction (see Note 3, Discontinued Operations, for further discussion). These increases were partially offset by a remeasurement of the 2018 reserve related to the estimated nondeductible interest under Section 163(j) of approximately $11 million, as well as a $3 million decrease due to the lapse in statute in certain state taxing jurisdictions. If ultimately recognized in future years, approximately $151 million of unrecognized income tax benefits would impact the effective tax rate.

As of December 31, 2019, it is reasonably possible that approximately $59 million of unrecognized tax benefits may be resolved during 2020 as a result of settlements with taxing authorities or the statute of limitations expiring, of which $57 million would affect FirstEnergy's effective tax rate.


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The following table summarizes the changes in unrecognized tax positions for the years ended December 31, 2019, 2018 and 2017:
  (In millions)
Balance, January 1, 2017 $84
Current year increases 2
Decrease for lapse in statute (6)
Balance, December 31, 2017 $80
Current year increases 125
Prior year decreases (45)
Decrease for lapse in statute (2)
Balance, December 31, 2018 $158
Current year increases 22
Prior years decreases (12)
Decrease for lapse in statute (4)
Balance, December 31, 2019 $164


FirstEnergy recognizes interest expense or income and penalties related to uncertain tax positions in income taxes 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's recognition of net interest associated with unrecognized tax benefits in 2019, 2018 and 2017, was not material. For the years ended December 31, 2019 and 2018, the cumulative net interest payable recorded by FirstEnergy was not material.

FirstEnergy has tax returns that are under review at the audit or appeals level by the IRS and state taxing authorities. In June 2019, the IRS completed its examination of FirstEnergy's 2017 federal income tax return and issued a Full Acceptance Letter with no changes or adjustments to FirstEnergy's taxable income. Tax year 2018 is currently under review by the IRS. FirstEnergy's tax returns for some state jurisdictions are open from 2009-2018.

General Taxes

General tax expense for the years ended December 31, 2019, 2018 and 2017, recognized in continuing operations is summarized as follows:
  For the Years Ended December 31,
  2019 2018 2017
  (In millions)
KWH excise $191
 $198
 $188
State gross receipts 185
 192
 184
Real and personal property 504
 478
 452
Social security and unemployment 100
 103
 96
Other 28
 22
 20
Total general taxes $1,008
 $993
 $940

8. LEASES

FirstEnergy primarily leases vehicles as well as building space, office equipment, and other property and equipment under cancelable and non-cancelable leases. FirstEnergy does not have any material leases in which it is the lessor.

FirstEnergy adopted ASU 2016-02, “Leases (Topic 842)” on January 1, 2019, and elected a number of transitional practical expedients provided within the standard. These included a “package of three” expedients that must be taken together and allowed entities to: (1) not reassess whether existing contracts contain leases, (2) carryforward the existing lease classification, and (3) not reassess initial direct costs associated with existing leases. In addition, FirstEnergy elected the option to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. Adoption of the standard on January 1, 2019, did not result in a material cumulative effect adjustment upon adoption. FirstEnergy did not evaluate land easements under the new guidance as they were not previously accounted for as leases. FirstEnergy also elected not to separate lease components from non-lease components as non-lease components were not material.

Leases with an initial term of 12 months or less are recognized as lease expense on a straight-line basis over the lease term and not recorded on the balance sheet. Most leases include one or more options to renew, with renewal terms that can extend the lease


108




term from 1 to 40 years, and certain leases include options to terminate. The exercise of lease renewal options is at FirstEnergy’s sole discretion. Renewal options are included within the lease liability if they are reasonably certain based on various factors relative to the contract. Certain leases also include options to purchase the leased property. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. FirstEnergy’s lease agreements do not contain any material restrictive covenants.

For vehicles leased under master lease agreements, the lessor is guaranteed a residual value up to a stated percentage of the equipment cost at the end of the lease term. As of December 31, 2019, the maximum potential loss for these lease agreements at the end of the lease term is approximately $15 million.

Finance leases for assets used in regulated operations are recognized in FirstEnergy’s Consolidated Statements of Income (Loss) such that amortization of the right-of-use asset and interest on lease liabilities equals the expense allowed for ratemaking purposes. Finance leases for regulated and non-regulated operations are accounted for as if the assets were owned and financed, with associated expense recognized in Interest expense and Provision for depreciation on FirstEnergy’s Consolidated Statements of Income (Loss), while all operating lease expenses are recognized in Other operating expense. The components of lease expense were as follows:
  For the Year Ended December 31, 2019
(In millions) Vehicles Buildings Other Total
Operating lease costs (1)
 $28
 $9
 $12
 $49
         
Finance lease costs:        
Amortization of right-of-use assets 15
 1
 1
 17
Interest on lease liabilities 3
 3
 ���
 6
Total finance lease cost 18
 4
 1
 23
Total lease cost $46
 $13
 $13
 $72

(1) Includes $13 million of short-term lease costs.

Supplemental cash flow information related to leases was as follows:
(In millions) For the Year Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases $29
Operating cash flows from finance leases 5
Finance cash flows from finance leases 25
   
Right-of-use assets obtained in exchange for lease obligations:  
Operating leases $83
Finance leases 3

Lease terms and discount rates were as follows:
As of December 31, 2019
Weighted-average remaining lease terms (years)
Operating leases9.42
Finance leases4.62
Weighted-average discount rate (1)
Operating leases4.51%
Finance leases10.45%

(1) When an implicit rate is not readily determinable, an incremental borrowing rate is utilized, determining the present value of lease payments. The rate is determined based on expected term and information available at the commencement date.



109




Supplemental balance sheet information related to leases was as follows:
(In millions) Financial Statement Line Item As of December 31, 2019
     
Assets    
Operating lease assets, net of accumulated amortization of $23 million Deferred charges and other assets $231
Finance lease assets, net of accumulated amortization of $90 million Property, plant and equipment 73
Total leased assets   $304
     
Liabilities    
Current:    
Operating Other current liabilities $32
Finance Currently payable long-term debt 15
     
Noncurrent:    
Operating Other noncurrent liabilities 241
Finance Long-term debt and other long-term obligations 45
Total leased liabilities   $333


Maturities of lease liabilities as of December 31, 2019, were as follows:
(In millions) Operating Leases Finance Leases Total
2020 $40
 $20
 $60
2021 40
 17
 57
2022 40
 15
 55
2023 36
 8
 44
2024 29
 4
 33
Thereafter 154
 16
 170
Total lease payments (1)
 339
 80
 419
Less imputed interest (66) (20) (86)
Total net present value $273
 $60
 $333

(1) Operating lease payments for certain leases are offset by sublease receipts of $13 million over 13 years.

As of December 31, 2019, additional operating leases agreements, primarily for vehicles, that have not yet commenced are $13 million. These leases are expected to commence within the next 18 months with lease terms of 3 to 10 years.


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ASC 840, "Leases" Disclosures

The future minimum capital lease payments as of December 31, 2018, as reported in the 2018 Annual Report on Form 10-K for the year ended December 31, 2018 under ASC 840 ”Leases” are as follows:
Capital Leases  
  (In millions)
2019 $24
2020 19
2021 16
2022 13
2023 8
Years thereafter 16
Total minimum lease payments 96
Interest portion (23)
Present value of net minimum lease payments 73
Less current portion 18
Noncurrent portion $55


The future minimum operating lease payments as of December 31, 2018, as reported in the 2018 Annual Report on Form 10-K for the year ended December 31, 2018 under ASC 840 ”Leases” are as follows:
Operating Leases  
  (In millions)
2019 $34
2020 36
2021 34
2022 30
2023 28
Years thereafter 127
Total minimum lease payments $289

Operating lease expense under ASC 840 ”Leases" for the years ended December 31, 2018 and 2017 were $48 million and $53 million, respectively.
9. INTANGIBLE ASSETS

As of December 31, 2019, intangible assets classified in Other Deferred Charges on FirstEnergy’s Consolidated Balance Sheets include the following:
  Intangible Assets Amortization Expense
        Actual Estimated
(In millions) Gross Accumulated Amortization Net 2019 2020 2021 2022 2023 2024 Thereafter
NUG contracts(1)
 $124
 $46
 $78
 $5
 $5
 $5
 $5
 $5
 $5
 $53
Coal contracts(2)
 102
 100
 2
 3
 2
 
 
 
 
 
  $226
 $146
 $80
 $8
 $7
 $5
 $5
 $5
 $5
 $53

(1)
NUG contracts are subject to regulatory accounting and their amortization does not impact earnings.
(2)
The coal contracts were recorded with a regulatory offset and their amortization does not impact earnings.



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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 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 PJM 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 PJM 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, significantSignificant increases or decreases in inputs in isolation could resultmay have resulted in a higher or lower fair value measurement. See Note 11, "Derivative Instruments," for additional information regarding FirstEnergy's FTRs.


NUG contracts represent PPAs 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 two 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 ICEIntercontinental Exchange, Inc. 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, significantSignificant increases or decreases in inputs in isolation could resultmay have resulted in a higher or lower fair value measurement.


For investments reported at NAV where there is no readily determinable fair value, a practical expedient is available that allows the NAV to approximate fair value. Investments that use NAV as a practical expedient are excluded from the requirement to be categorized within the fair value hierarchy tables. Instead, these investments are reported outside of the fair value hierarchy tables to assist in the reconciliation of investment balances reported in the tables to the balance sheet. FirstEnergy has elected the NAV practical expedient for investments in private equity funds, insurance-linked securities, hedge funds (absolute return) and real estate funds held within the pension plan. See Note 5, "Pension And Other Postemployment Benefits" for the pension financial assets accounted for at fair value by level within the fair value hierarchy.

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, 2017,2019, from those used as of December 31, 2016.2018. 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.






162112







Transfers between levels are recognized at the end of the reporting period. There were no transfers between levels during the years ended December 31, 2017 and 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:
 December 31, 2019 December 31, 2018
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets(In millions)
Corporate debt securities$
 $135
 $
 $135
 $
 $405
 $
 $405
Derivative assets FTRs(1)

 
 4
 4
 
 
 10
 10
Equity securities(2)
2
 
 
 2
 339
 
 
 339
Foreign government debt securities
 
 
 
 
 13
 
 13
U.S. government debt securities
 
 
 
 
 20
 
 20
U.S. state debt securities
 271
 
 271
 
 250
 
 250
Other(3)
627
 789
 
 1,416
 367
 34
 
 401
Total assets$629
 $1,195
 $4
 $1,828
 $706
 $722
 $10
 $1,438
                
Liabilities               
Derivative liabilities FTRs(1)
$
 $
 $(1) $(1) $
 $
 $(1) $(1)
Derivative liabilities NUG contracts(1)

 
 (16) (16) 
 
 (44) (44)
Total liabilities$
 $
 $(17) $(17) $
 $
 $(45) $(45)
                
Net assets (liabilities)(4)
$629
 $1,195
 $(13) $1,811
 $706
 $722
 $(35) $1,393

FirstEnergy               
                
Recurring Fair Value MeasurementsDecember 31, 2017 December 31, 2016
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets(In millions)
Corporate debt securities$
 $1,196
 $
 $1,196
 $
 $1,247
 $
 $1,247
Derivative assets - commodity contracts
 33
 
 33
 10
 200
 
 210
Derivative assets - FTRs
 
 4
 4
 
 
 7
 7
Derivative assets - NUG contracts(1)

 
 
 
 
 
 1
 1
Equity securities(2)
1,104
 
 
 1,104
 925
 
 
 925
Foreign government debt securities
 88
 
 88
 
 78
 
 78
U.S. government debt securities
 154
 
 154
 
 161
 
 161
U.S. state debt securities
 276
 
 276
 
 246
 
 246
Other(3)
589
 135
 
 724
 199
 123
 
 322
Total assets$1,693
 $1,882
 $4
 $3,579
 $1,134
 $2,055
 $8
 $3,197
                
Liabilities               
Derivative liabilities - commodity contracts$
 $(27) $
 $(27) $(6) $(118) $
 $(124)
Derivative liabilities - FTRs
 
 (1) (1) 
 
 (6) (6)
Derivative liabilities - NUG contracts(1)

 
 (79) (79) 
 
 (108) (108)
Total liabilities$
 $(27) $(80) $(107) $(6) $(118) $(114) $(238)
                
Net assets (liabilities)(4)
$1,693
 $1,855
 $(76) $3,472
 $1,128
 $1,937
 $(106) $2,959


(1) 
NUG contractsContracts 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 MLPS&P 500 Low Volatility High Dividend Index, or the Wells Fargo HybridS&P 500 Index, MSCI World Index and Preferred Securities REIT index.MSCI AC World IMI Index.
(3) 
Primarily consists of short-term cash investments.
(4) 
Excludes $(8)$(16) million and $(3)$4 million as of December 31, 20172019, and December 31, 2016,2018, respectively, of receivables, payables, taxes and accrued income associated with financial instruments reflected within the fair value table.


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Rollforward of Level 3 Measurements


The following table provides a reconciliation of changes in the fair value of NUG contracts and FTRs that are classified as Level 3 in the fair value hierarchy for the periodsyears ended December 31, 20172019 and December 31, 2016:

2018:
NUG Contracts(1)
 FTRs
NUG Contracts(1)
 
FTRs(1)
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, 2016 Balance$1
 $(137) $(136) $8
 $(13) $(5)
January 1, 2018 Balance$
 $(79) $(79) $3
 $
 $3
Unrealized gain (loss)2
 (17) (15) (6) (4) (10)
 2
 2
 8
 1
 9
Purchases
 
 
 16
 (7) 9

 
 
 5
 (5) 
Settlements(2) 46
 44
 (11) 18
 7

 33
 33
 (6) 3
 (3)
December 31, 2016 Balance$1
 $(108) $(107) $7
 $(6) $1
December 31, 2018 Balance$
 $(44) $(44) $10
 $(1) $9
Unrealized gain (loss)
 (10) (10) 1
 (2) (1)
 (11) (11) (1) 
 (1)
Purchases
 
 
 4
 (1) 3

 
 
 6
 (4) 2
Settlements(1) 39
 38
 (8) 8
 

 39
 39
 (11) 4
 (7)
December 31, 2017 Balance$
 $(79) $(79) $4
 $(1) $3
December 31, 2019 Balance$
 $(16) $(16) $4
 $(1) $3


(1)NUG contractsContracts are subject to regulatory accounting treatment and changes in market values do not impact earnings.




113




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 periodyear ended December 31, 2017:
2019:
  Fair Value, Net (In millions) Valuation
Technique
 Significant Input Range Weighted Average Units
FTRs $3
 Model RTO auction clearing prices $0.70 to $3.40 $1.30 Dollars/MWH
NUG Contracts $(16) Model Generation
Regional electricity prices
 
400 to 330,000
$25.30 to $35.20
 
115,000
$26.30
 MWH
Dollars/MWH

  Fair Value, Net (In millions) Valuation
Technique
 Significant Input Range Weighted Average Units
FTRs $3
 Model RTO auction clearing prices ($4.60) to $5.40 $0.70 Dollars/MWH
NUG Contracts $(79) Model Generation
Regional electricity prices
 
400 to 2,099,000
$30.70 to $32.00
 426,000 $30.70 MWH
Dollars/MWH



164




FES               
                
Recurring Fair Value MeasurementsDecember 31, 2017 December 31, 2016
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets(In millions)
Corporate debt securities$
 $720
 $
 $720
 $
 $726
 $
 $726
Derivative assets - commodity contracts
 33
 
 33
 10
 200
 
 210
Derivative assets - FTRs
 
 1
 1
 
 
 4
 4
Equity securities(1)
810
 
 
 810
 634
 
 
 634
Foreign government debt securities
 65
 
 65
 
 58
 
 58
U.S. government debt securities
 133
 
 133
 
 48
 
 48
U.S. state debt securities
 29
 
 29
 
 3
 
 3
Other(2)
1
 96
 
 97
 2
 81
 
 83
Total assets$811
 $1,076
 $1
 $1,888
 $646
 $1,116
 $4
 $1,766
                
Liabilities               
Derivative liabilities - commodity contracts$
 $(23) $
 $(23) $(6) $(118) $
 $(124)
Derivative liabilities - FTRs
 
 (1) (1) 
 
 (5) (5)
Total liabilities$
 $(23) $(1) $(24) $(6) $(118) $(5) $(129)
                
Net assets (liabilities)(3)
$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 $3 million and $2 million as of December 31, 2017 and December 31, 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, 2017 and December 31, 2016:

  Derivative Asset Derivative Liability Net Asset/(Liability)
  (In millions)
January 1, 2016 Balance $5
 $(11) $(6)
Unrealized loss (4) (3) (7)
Purchases 10
 (5) 5
Settlements (7) 14
 7
December 31, 2016 Balance $4
 $(5) $(1)
Unrealized loss 
 (1) (1)
Purchases 1
 (1) 
Settlements (4) 6
 2
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, 2017:
Fair Value, Net (In millions)Valuation
Technique
Significant InputRangeWeighted AverageUnits
FTRs$
ModelRTO auction clearing prices($4.60) to $3.30$0.10Dollars/MWH



165





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-maturityequity securities, AFS debt securities and AFS securities.

At the end of each reporting period,other investments. 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 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. Forno 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.held for trading purposes.

UnrealizedGenerally, unrealized gains and losses on equity securities are recognized in income whereas unrealized gains and losses on AFS debt 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 unrealizedall gains and losses on equity and AFS debt securities 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 SecuritiesNuclear Decommissioning and Nuclear Fuel Disposal Trusts


FirstEnergy holdsJCP&L, ME and PN hold debt and equity securities within itstheir respective NDT and nuclear fuel disposal trusts. These trust investmentsThe debt securities are consideredclassified as AFS securities, recognized at fair market value. FirstEnergy has no securitiesAs further discussed in Note 15, "Commitments, Guarantees and Contingencies", assets and liabilities held for trading purposes.sale on the FirstEnergy Consolidated Balance Sheets associated with the TMI-2 transaction consist of an ARO of $691 million , NDTs of $882 million, as well as property, plant and equipment with a net book value of zero, which are included in the regulated distribution segment.


The following table summarizes the amortized cost basis, unrealized gains, (there were no unrealized losses)losses and fair values of investments held in NDT and nuclear fuel disposal trusts as of December 31, 20172019 and December 31, 2016:

2018:
  
December 31, 2017(1)
 
December 31, 2016(2)
  Cost Basis Unrealized Gains Fair Value Cost Basis Unrealized Gains Fair Value
  (In millions)
Debt securities            
FirstEnergy $1,707
 $31
 $1,738
 $1,735
 $38

$1,773
FES 950
 20
 970
 847
 27
 874
             
Equity securities            
FirstEnergy $949
 $155
 $1,104
 $822
 $103
 $925
FES 695
 115
 810
 564
 70
 634
  
December 31, 2019(1)
 
December 31, 2018(2)
  Cost Basis Unrealized Gains Unrealized Losses 
Fair Value(3)
 Cost Basis Unrealized Gains Unrealized Losses Fair Value
  (In millions)
                 
Debt securities $403
 $9
 $(11) $401
 $714
 $2
 $(28) $688
Equity securities $
 $
 $
 $
 $339
 $15
 $(16) $338


(1) 
Excludes short-term cash investments: FirstEnergy - $87 million; FES - $76investments of $751 million, of which $747 million is classified as held for sale.
(2)
Excludes short-term cash investments of $20 million.
(2)(3) 
Excludes short-term cash investments: FirstEnergy - $61 million; FES - $44 million.Includes $135 million classified as held for sale.



166





Proceeds from the sale of investments in equity and AFS debt securities, realized gains and losses on those sales OTTI and interest and dividend income for the three years ended December 31, 2017, 20162019, 2018 and 20152017, were as follows:

  For the Years Ended December 31,
  2019 
2018(1)
 
2017(1)
  (In millions)
Sale Proceeds $1,637
 $800
 $1,230
Realized Gains 98
 41
 74
Realized Losses (31) (48) (58)
Interest and Dividend Income 38
 41
 39


(1) Excludes amounts classified as discontinued operations.


114



December 31, 2017 Sale Proceeds Realized Gains Realized Losses OTTI 
Interest and
Dividend Income
  (In millions)
FirstEnergy $2,170
 $330
 $(253) $(13) $98
FES 940
 256
 (195) (13) 59
           
December 31, 2016 Sale Proceeds Realized Gains Realized Losses OTTI Interest and Dividend Income
  (In millions)
FirstEnergy $1,678
 $170
 $(121) $(21) $100
FES 717
 117
 (69) (19) 56
           
December 31, 2015 Sale Proceeds Realized Gains Realized Losses OTTI 
Interest and
Dividend Income
  (In millions)
FirstEnergy $1,534
 $209
 $(191) $(102) $101
FES 733
 158
 (134) (90) 57


Other Investments
Held-To-Maturity Securities

Unrealized gains (there were no unrealized losses) and approximate fair values ofOther investments in held-to-maturity securities as of December 31, 2017 and December 31, 2016 are immaterial to FirstEnergy. Investments ininclude employee benefit trusts, which are primarily invested in corporate-owned life insurance policies, and equity method investments. Other investments totaling $255were $299 million and $253 million as of December 31, 20172019 and $266 million as of December 31, 2016,2018, respectively, and are excluded from the amounts reported above.


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, which excludes capitalfinance lease obligations and net unamortized debt issuance costs, premiums and discounts:discounts as of December 31, 2019 and 2018:
 December 31, 2017 December 31, 2016
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 (In millions)
FirstEnergy$22,261
 $23,038
 $19,885
 $19,829
FES2,836
 1,487
 3,000
 1,555
 As of December 31,
 2019 2018
 (In millions)
Carrying Value (1)
$20,074
 $18,315
Fair Value22,928
 19,266


(1) The carrying value as of December 31, 2019, includes $2.3 billion of debt issuances and $789 million of redemptions that occurred during 2019.

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 period. The yields assumed were based on securities with similar characteristics offered by corporations with credit ratings similar to those of 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, 20172019 and December 31, 2016.2018.
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 related 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 they meet the normal purchases and normal sales criteria) as follows:

Changes in the fair value of derivative instruments that are designated and qualify as cash flow hedges are recorded to AOCI with subsequent reclassification to earnings in the period during which the hedged forecasted transaction affects earnings.
Changes in the fair value of derivative instruments that are designated and qualify as fair value hedges are recorded as an adjustment to the item being hedged. When fair value hedges are discontinued, the adjustment recorded to the item being hedged is amortized into earnings.
Changes in the fair value of derivative instruments that are not designated in a hedging relationship are recorded in earnings on a mark-to-market basis, unless otherwise noted.

Derivative 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.

Total pre-tax net unamortized losses included in AOCI associated with instruments previously designated as cash flow hedges totaled $10 million and $12 million as of December 31, 2017 and December 31, 2016, respectively. Since the forecasted transactions remain probable of occurring, these amounts will be amortized into earnings over the life of the hedging instruments. Net unamortized losses to be amortized to income during the next twelve 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 designated 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. Total pre-tax unamortized losses included in AOCI associated with prior interest rate cash flow hedges totaled $25 million (FES $3 million) and $33 million (FES $3 million) as of December 31, 2017 and December 31, 2016, respectively. Unamortized losses expected to be amortized to interest expense during the next twelve 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, 2017 and December 31, 2016, no commodity or interest rate derivatives were designated as cash flow hedges.

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. As of December 31, 2017 and December 31, 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 $3 million and $10 million as of December 31, 2017 and December 31, 2016, respectively. During the next twelve months, approximately $2 million of unamortized gains are expected to be amortized to interest expense. Amortization of unamortized gains included in long-term debt totaled approximately $7 million and $10 million during the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017 and December 31, 2016, no commodity or interest rate derivatives were designated as fair value hedges.

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. Derivative instruments are not used in quantities greater than forecasted needs.

As of December 31, 2017, FirstEnergy's net asset position under commodity derivative contracts was not material. Under these commodity derivative contracts, FES posted $1 million of collateral.


168





Based on commodity derivative contracts held as of December 31, 2017, an increase in commodity prices of 10% would decrease net income by approximately $6 million (FES $4 million) during the next twelve months.

NUGs

As of December 31, 2017, FirstEnergy's net liability position under NUG contracts was $79 million representing contracts held at JCP&L and PN. Changes in the market value of NUG contracts are subject to regulatory accounting treatment and changes in market values do not impact earnings.

FTRs

As of December 31, 2017, FirstEnergy's and FES' net position associated with FTRs was 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 PJM that have load serving 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 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 Utilities 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.

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 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 - Other   
Commodity Contracts$33
 $133
     Commodity Contracts$(27) $(72)
FTRs4
 7
 FTRs(1) (6)
 37
 140
  (28) (78)
         
     Noncurrent Liabilities - Adverse Power Contract Liability   
Deferred Charges and Other Assets - Other    
    NUGs(1)
(79) (108)
Commodity Contracts
 77
 Noncurrent Liabilities - Other   
FTRs
 
     Commodity Contracts
 (52)
NUGs(1)

 1
 FTRs
 
 
 78
  (79) (160)
Derivative Assets$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 the offsetting of derivative assets and derivative 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 assets 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  
December 31, 2017 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
  (In millions)
Derivative Assets        
Commodity contracts $33
 $(19) $
 $14
FTRs 4
 (1) 
 3
  $37
 $(20) $
 $17
         
Derivative Liabilities 
        
Commodity contracts $(27) $19
 $3
 $(5)
FTRs (1) 1
 
 
NUG contracts (79) 
 
 (79)
  $(107) $20
 $3
 $(84)
         



170




    Amounts Not Offset in Consolidated Balance Sheet  
December 31, 2016 Fair Value Derivative Instruments Cash Collateral (Received)/Pledged Net Fair Value
  (In millions)
Derivative Assets        
Commodity contracts $210
 $(117) $
 $93
FTRs 7
 (6) 
 1
NUG contracts 1
 
 
 1
  $218
 $(123) $
 $95
         
Derivative Liabilities        
Commodity contracts $(124) $117
 $1
 $(6)
FTRs (6) 6
 
 
NUG contracts (108) 
 
 (108)
  $(238) $123
 $1
 $(114)


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, 2017:

 Purchases Sales Net Units
 (In millions)
Power Contracts2
 11
 (9) MWH
FTRs9
 
 9
 MWH
NUGs2
 
 2
 MWH

The following table summarizes the volumes associated with FES' outstanding derivative transactions as of December 31, 2017:

 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 FirstEnergy's Consolidated Statements of Income (Loss) during 2017, 2016 and 2015 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 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)



173




 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 2017 and 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 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)
12. CAPITALIZATION

COMMON STOCK


Retained Earnings and Dividends


As of December 31, 2017,2019, FirstEnergy had an accumulated deficit of $(6.3)$4.0 billion. Dividends declared in 20172019 and 20162018 were $1.44$1.53 and $1.82 per share, which included dividendsrespectively. Dividends of $0.38 per share and $0.36 per share were paid in the first, second, third and fourth quarters.quarters in 2019 and 2018, respectively. On November 8, 2019, the Board of Directors declared a quarterly dividend of $0.39 per share to be paid from OPIC in the first quarter of 2020. 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 16, 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 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-capitalization ratio remains above 35%. In addition, TrAIL and AGC havehas authorization from FERC to pay cash dividends to their respective parentsits parent from paid-in capital accounts, as long as theirits FERC-defined equity-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 FirstEnergyFE as of December 31, 2017.2019.


Common Stock 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. See Note 21, "Subsequent Events," for additional information related to the equity issuances.



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Additionally, FE issued approximately 3 million shares of common stock in 2019, 3.2 million shares of common stock in 2018 and 3.0 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 directors and the employees of its subsidiaries under its Stock Investment Plan and certain share-based benefit plans.


On December 13, 2016,January 22, 2018, FE contributed 16,097,875 newly issuedentered into a Common Stock Purchase Agreement for the private placement of 30,120,482 shares of itsFE’s common stock, to its qualified pension plan in a private placement transaction. Thesepar value $0.10 per share, representing an investment of $850 million ($3 million of common shares were valued at approximately $500and $847 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 FEOPIC). Please see below for information on preferred stock converted into shares of common stock by January 31, 2017. during 2018 and 2019.




115




PREFERRED AND PREFERENCE STOCK


FirstEnergy and the Utilities were authorized to issue preferred stock and preference stock as of December 31, 2017,2019, as follows:
  Preferred Stock Preference Stock
  Shares Authorized Par Value Shares Authorized Par Value
FE 5,000,000
 $100
  
  
OE 6,000,000
 $100
 8,000,000
 no par
OE 8,000,000
 $25
  
  
Penn 1,200,000
 $100
  
  
CEI 4,000,000
 no par
 3,000,000
 no par
TE 3,000,000
 $100
 5,000,000
 $25
TE 12,000,000
 $25
    
JCP&L 15,600,000
 no par
    
ME 10,000,000
 no par
    
PN 11,435,000
 no par
    
MP 940,000
 $100
    
PE 10,000,000
 $0.01
    
WP 32,000,000
 no par
    

  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, 2017 and 2016,2019, there were no preferred orstock outstanding. As of December 31, 2019 and 2018, there were no preference stock outstanding.

Preferred Stock Issuance

FE entered into a Preferred Stock Purchase Agreement for the private placement of 1,616,000 shares outstanding. See Note 21, "Subsequent Events," for additional information related toof 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 ($162 million of mandatorily convertible preferred stock and $1.46 billion of OPIC).

The preferred stock participated 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 have received if its shares of preferred stock were converted on the dividend record date at the conversion price in effect at that time. Such dividends were paid at the same time that the dividends on common stock were paid.

During 2018, 911,411 shares of preferred stock were converted into 33,238,910 shares of common stock at the option of the preferred stockholders. Also, at the option of the preferred stockholders, 494,767 shares of preferred stock were converted into 18,044,018 shares of common stock in January 2019. On July 22, 2019, 28,302 shares of preferred stock automatically converted into 1,032,165 shares of common stock, and 181,520 shares of preferred stock remained unconverted as the holder reached the 4.9% cap as outlined in the terms of the preferred stock. The remaining 181,520 preferred stock shares were converted on August 1, 2019, into 6,619,985 shares of common stock. As of December 31, 2019, 1,616,000 shares of preferred stock were converted into 58,935,078 shares of common stock and as a result, there are no preferred shares outstanding.



The preferred stock included an embedded conversion option at a price that was below the fair value of the common stock on the commitment date. This beneficial conversion feature, which was approximately $296 million, represents the difference between the fair value per share of the common stock and the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature was amortized as a deemed dividend over the period from the issue date to the first allowable conversion date (July 22, 2018) as a charge to OPIC, since FE is in an accumulated deficit position with no retained earnings to declare a dividend. As noted above, for EPS reporting purposes, this beneficial conversion feature was reflected in net income attributable to common stockholders as a deemed dividend. The beneficial conversion feature ($296 million) was fully amortized during the third quarter of 2018.

Each share of preferred stock was convertible at the holder’s option into a number of shares of common stock equal to the $1,000 liquidation preference, divided by the conversion price then in effect ($27.42 per share). The conversion price was 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.




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LONG-TERM DEBT AND OTHER LONG-TERM OBLIGATIONS


The following tables present outstanding long-term debt and capitalfinance lease obligations for FirstEnergy and FES as of December 31, 20172019 and 2016:

2018:
  As of December 31, 2019 As of December 31,
(Dollar amounts in millions) Maturity Date Interest Rate 2019 2018
         
FMBs and secured notes - fixed rate 2020-2059 1.726% - 8.250% $4,741
 $4,355
Unsecured notes - fixed rate 2020-2049 2.850% - 7.375% 14,575
 13,450
Unsecured notes - variable rate 2021 2.480% 750
 500
Finance lease obligations     60
 73
Unamortized debt discounts     (33) (39)
Unamortized debt issuance costs     (103) (95)
Unamortized fair value adjustments     8
 10
Currently payable long-term debt     (380) (503)
Total long-term debt and other long-term obligations     $19,618
 $17,751
         

  As of December 31, 2017 As of December 31
(Dollar amounts in millions) Maturity Date Interest Rate 2017 2016
FirstEnergy:        
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 2018 - 2047 2.550% - 7.700% 15,370
 13,058
Unsecured notes - variable rate 2020 - 2021 3.227% 1,450
 1,200
Total unsecured notes     16,820
 14,258
Capital lease obligations     91
 104
Unamortized debt discounts     (42) (25)
Unamortized debt issuance costs     (113) (87)
Unamortized fair value adjustments     (14) (6)
Currently payable long-term debt     (1,082) (1,685)
Total long-term debt and other long-term obligations     $21,115
 $18,192
         
FES:        
Secured notes - fixed rate 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 2019 - 2041 2.550% - 6.800% 2,215
 2,373
Capital lease obligations     2
 8
Unamortized debt discounts     (1) (1)
Unamortized debt issuance costs     (14) (15)
Currently payable long-term debt     (524) (179)
Total long-term debt and other long-term obligations     $2,299
 $2,813
         


On March 1, 2017, FG retired $28January 10, 2019, ME issued $500 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%4.30% senior notes at maturity.

On May 16, 2017, MP issued $250 million of 3.55% FMBs due 2027.2029. Proceeds received from the issuance of senior notes were primarily used to refinance existing indebtedness, including ME’s $300 million of 7.70% senior notes due 2019, and borrowings outstanding under the FMBs were used: (i) to repay short-term borrowings, (ii)FE regulated utility money pool and the FE Facility, to fund capital expenditures, and (iii) for working capital needs and other general businesscorporate purposes.


On June 1, 2017, FG repurchased approximately $130February 8, 2019, JCP&L issued $400 million of PCRBs, which were subject to a mandatory put on such date. FG is currently holding these PCRBs indefinitely.

On June 1, 2017, JCP&L retired $250 million of 5.65%4.30% senior notes at maturity.

On June 21, 2017, FE issued the aggregate principal amount of $3.0 billion of its senior notes in three series: $500 million of 2.85% notes due 2022; $1.5 billion of 3.90% notes due 2027; and $1.0 billion of 4.85% notes due 2047.2026. Proceeds from the issuance of the senior notes were used: (i)primarily used to redeem $650 million of FE's 2.75% notes due in 2018 on July 25, 2017, and (ii) for general corporate purposes,refinance existing indebtedness, including the repayment of short-term borrowingsamounts outstanding under the FE Facility.

On August 31, 2017, ATSI issued $150regulated utility money pool incurred in connection with the repayment at maturity of JCP&L’s $300 million of 3.66%7.35% senior unsecured notes maturing in 2032.due 2019 and the funding of storm recovery and restoration costs and expenses, to fund capital expenditures and working capital requirements and for other general corporate purposes.

On March 28, 2019, FET issued $500 million of 4.55% senior notes due 2049. Proceeds from the issuance of the senior notes were used: (i)used primarily to support FET’s capital structure, to repay short-term borrowings (ii)outstanding under the FE unregulated money pool, to fundfinance capital expendituresimprovements, and (iii) for other general corporate purposes, including funding working capital needs and other general business purposes.day-to-day operations.




176




On September 8, 2017, PNApril 15, 2019, ATSI issued $300$100 million of 3.25%4.38% senior notes maturing in 2028.due 2031. Proceeds from the issuance of the senior notes were used primarily to repay short-term borrowings, that were used to repay at maturity $300 million of PN's 6.05% senior notes due September 1, 2017.fund capital expenditures and working capital needs, and for other general corporate purposes.


On September 15, 2017,May 21, 2019, WP issued $100 million of 4.09%4.22% FMBs due 2047.2059. Proceeds from the issuance of the FMBs were used: (i)or are, as the case may be, used to repay short-term borrowings, (ii)refinance existing indebtedness, to fund capital expenditures, and (iii) for other general businesscorporate purposes.


On October 5, 2017, CEIJune 3, 2019, PN issued $350$300 million of 3.50%3.60% senior notes maturing in 2028.due 2029. Proceeds from the issuance of the senior notes were used: (i)used to refinance existing indebtedness, including $300amounts outstanding under the FE regulated companies’ money pool incurred in connection with the repayment at maturity of PN’s $125 million of 7.88% FMBs6.63% senior notes due November 1, 2017, and borrowings outstanding under FirstEnergy's regulated utility money pool and the Facility, (ii)2019, to fund capital expenditures, and (iii) for working capital and other general businesscorporate purposes.


On December 15, 2017, WPJune 5, 2019, AGC issued $275$50 million of 4.14% FMBs maturing in 2047.4.47% senior unsecured notes due 2029. Proceeds from the issuance of the FMBssenior notes were used to repay at maturity $275improve liquidity, re-establish the debt component within its capital structure following the recent redemption of all of its existing long-term debt, and satisfy working capital requirements and other general corporate purposes.

On August 15, 2019, WP issued $150 million of WP's 5.95%4.22% FMBs due December 15, 2017.2059. Proceeds were used to refinance existing indebtedness, fund capital expenditures and for other general corporate purposes.


On November 14, 2019, MP issued $155 million of 3.23% FMBs due 2029 and $45 million of 3.93% FMBs due 2049. Proceeds were used to refinance existing debt, to fund capital expenditures, and for other general corporate purposes.

See Note 7,8, "Leases," for additional information related to capitalfinance leases.




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Securitized Bonds


Environmental Control Bonds


The consolidated financial statements of FirstEnergy include environmental control bonds issued by two2 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. 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, 20172019 and 2016, $3832018, $333 million and $406$358 million of environmental control bonds were outstanding, respectively.


Transition Bonds


The consolidated financial statements of FirstEnergy and JCP&L include transition bonds issued by JCP&L Transition Funding andIn August 2006, JCP&L Transition Funding II wholly owned limited liability companies of JCP&L. The proceeds were used to securitize the recovery of JCP&L’s bondable stranded costs associated with the previously divested Oyster Creek Nuclear Generating Station andsold 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 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, 20172019 and 2016, $562018, $25 million and $85$41 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 are payable only from, and secured by, phase in recovery property owned by the SPEs. The bondholder has no recourse to the general credit of FirstEnergy or any of the Ohio Companies. Each of the Ohio Companies, as servicer of its respective SPE, manages and administers the phase in recovery property including the billing, collection and remittance of usage-based charges payable by retail electric customers. In the aggregate, the Ohio Companies are entitled to annual servicing fees of $445 thousand that are recoverable through the usage-based charges. The SPEs are considered VIEs and each one is consolidated into its applicable utility. As of December 31, 20172019 and 2016, $3152018, $268 million and $339$292 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 NGPenn 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, 2017,2019, the sinking fund requirement for all FMBs issued under the various mortgage indentures was zero.



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The following table presents scheduled debt repayments for outstanding long-term debt, excluding capitalfinance leases, fair value purchase accounting adjustments and unamortized debt discounts and premiums, for the next five years as of December 31, 2017.2019. PCRBs that are scheduled to be tendered for mandatory purchase prior to maturity are reflected in the applicable year in which such PCRBs are scheduled to be tendered.
Year  
  (In millions)
2020 $364
2021 $882
2022 $1,142
2023 $1,194
2024 $1,246

Year FirstEnergy FES
  (In millions)
2018 $1,051
 $515
2019 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 these PCRBs by year, excluding unamortizedAs of December 31, 2019, MP has a $73.5 million PCRB classified as long-term 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.in 2021.
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.facilities and term loans. 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, 2017,2019, FirstEnergy and FES remainremains in compliance with all debt covenant provisions.




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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,AE Supply, default under another financing arrangement in excess of a certain principal amount, typically $100 million. Although such defaults by any of the Utilities, ATSI, TrAIL or TrAILMAIT 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.
13.12. SHORT-TERM BORROWINGS AND BANK LINES OF CREDIT


FirstEnergy had $1,000 million and $1,250 million of short-term borrowings as of December 31, 2019 and 2018, respectively.

FE and the Utilities and FET and certain of its subsidiaries participate in two separate five-year syndicated revolving credit facilities withproviding for aggregate commitments of $5.0$3.5 billion, (Facilities), which are available throughuntil December 6, 2021.2022. Under the 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 anycredit facility, an aggregate amount of its subsidiaries. Generally, borrowings under each of the Facilities are$2.5 billion is available to each borrower separatelybe borrowed, repaid 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 borrowerreborrowed, subject 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:


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 including FE and its regulated distribution subsidiaries. Under the FET credit facility, an aggregate amount of $1.0 billion is available to be borrowed, repaid and reborrowed under a syndicated credit facility, subject to separate borrowing sub-limits for each borrower including FE's transmission subsidiaries. As of December 31, 2019, available liquidity under the FE and FET revolving credit facilities the limitations on short-term indebtedness applicable to each borrowerwas $2,496 million (reflecting $4 million of LOCs issued under current regulatory approvalsvarious terms) and applicable statutory and/or charter limitations, as of January 31, 2018:$1,000 million respectively.


Borrower FirstEnergy Revolving Credit Facility Sub-Limits FET Revolving Credit Facility Sub-Limits 
Regulatory and
Other Short-Term Debt Limitations
 
  (In millions) 
FE  $4,000
  $
  $
(1) 
FET  
  1,000
  
(1) 
OE  500
  
  500
(2) 
CEI  500
  
  500
(2) 
TE  300
  
  300
(2) 
JCP&L  600
  
  500
(2) 
ME  300
  
  500
(2) 
PN  300
  
  300
(2) 
WP  200
  
  200
(2) 
MP  500
  
  500
(2) 
PE  150
  
  150
(2) 
ATSI  
  500
  500
(2) 
Penn  50
  
  100
(2) 
TrAIL  
  400
  400
(2) 
MAIT  
  400
  400
(2) 

(1)
No limitations.
(2)
Includes amounts which may be borrowed under the regulated companies' money pool.



179




$250 million of the FE Facility and $100 million of the FET Facility, subject to each borrower’sborrower'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.


Borrowings under the credit facilities may be used 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 credit 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 credit facilities contains financial covenants requiring each borrower to maintain a consolidated debt-to-total-capitalization ratio (as defined under each of the credit facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.

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, which is based on its subsidiaries' credit ratings.funds. 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.


As of December 31, 2017,2019, 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,covenants in each case as defined under the respective Facilities.

Separately, 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, 2018, and is secured by FMBs issued by FG ($250 million) and NG ($450 million). Additionally, FES maintains accessminimum interest charge coverage ratio no longer applies following FE's upgrade to an unregulated companies' money pool, which includes FE, FES' subsidiaries and FENOC, and continues to conduct its ordinary course of business under that money pool in lieu of borrowing under the new facility.investment grade credit rating.


Term Loans


As of December 31, 2017,On October 19, 2018, FE had a $1.2 billion variable rateentered into two separate syndicated term loan credit agreements, the first being a $1.25 billion 364-day facility with The Bank of Nova Scotia, as administrative agent, and two separate $125the lenders identified therein, and the second being a $500 million term loans. On January 22, 2018, FE repaid thesetwo-year facility with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders identified therein, respectively, the proceeds of each were used to reduce short-term debt. The term loans contain covenants and other terms and conditions substantially similar to those of the FE revolving credit facility described above, including a consolidated debt-to-total-capitalization ratio. Effective September 11, 2019, the two credit agreements noted above were amended to change the amounts available under the existing facilities from $1.25 billion and $500 million to $1 billion and $750 million, respectively, and extend the maturity dates until September 9, 2020, and September 11, 2021, respectively.

The borrowing of $1.75 billion under the term loans, which took the form of a Eurodollar rate advance, may be converted from time to time, in full usingwhole or in part, to alternate base rate advances or other Eurodollar rate advances. Outstanding alternate base rate advances will bear interest at a fluctuating interest rate per annum equal to the proceedssum of an applicable margin for alternate base rate advances determined by reference to FE’s reference ratings plus the highest of (i) the administrative agent’s publicly-announced “prime rate,” (ii) the sum of 1/2 of 1% per annum plus the Federal Funds Rate in effect from time to time and (iii) the $2.5 billion equity investment.rate of interest per annum appearing on a nationally-recognized service such as the Dow Jones Market Service (Telerate) equal to one-month LIBOR on each day plus 1%. Outstanding Eurodollar rate advances will bear interest at LIBOR for interest periods of one week or one, two, three or six months plus an applicable margin determined by reference to FE’s reference ratings. Changes in FE’s reference ratings would lower or raise its applicable margin depending on whether ratings improved or were lowered, respectively.




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FirstEnergy Money Pools


FirstEnergy’s utility operating subsidiary companies also have the ability to borrow from each other and the holding companyFE to meet their short-term working capital requirements. Similar but separate arrangements exist among FirstEnergy’s unregulated 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.subsidiaries. FESC administers these money pools and tracks surplus funds of FirstEnergyFE 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 20172019 was 1.48%2.27% per annum for the regulated companies’ money pool and 2.30%2.74% 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, 20172019 and 2016,2018, were as follows:
  2017 2016
FirstEnergy 3.24% 2.47%
2.88% and 3.07%, respectively.
14.13. ASSET RETIREMENT OBLIGATIONS


FirstEnergy has recognized applicable legal obligations for AROs and their associated cost, primarily for the decommissioning of the TMI-2 nuclear power plant decommissioning,generating facility and environmental remediation, including reclamation of sludge disposal ponds, closure of coal ash disposal sites, underground and above-ground storage tanks and wastewater treatment lagoons and transformers containing PCBs.lagoons. 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 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.


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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, 2017 and 2016 were as follows:
  2017 2016
  (In millions)
FirstEnergy $2,678
 $2,514
FES $1,856
 $1,552


The following table summarizes the changes to the ARO balances during 20172019 and 2016:2018:
ARO Reconciliation (In millions)
   
Balance, January 1, 2018 $570
Changes in timing and amount of estimated cash flows 203
Liabilities settled (1)
Accretion 40
Balance, December 31, 2018 $812
Liabilities settled (2)
Accretion 46
Balance, December 31, 2019 (1)
 $856

ARO Reconciliation FirstEnergy FES
  (In millions)
Balance, January 1, 2016 $1,410
 $831
Liabilities settled (27) (18)
Accretion 95
 56
Liabilities Incurred 4
 32
Balance, December 31, 2016 $1,482
 $901
Changes in timing of estimated cash flows (1)
 944
 944
Liabilities settled (12) (11)
Accretion 101
 62
Liabilities Incurred 
 49
Balance, December 31, 2017 $2,515
 $1,945
(1)Includes $691 million related to TMI-2 classified as held for sale. See Note 2, "Asset Sales15, "Commitments,
Guarantees and Impairments"Contingencies," for further discussion.information.


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 sale leaseback and the expiration of the leases, OE and TE transferred the ARO (included within the FES liabilities incurred above) and NDT assets associated with their 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 related 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 of CCRs (non-hazardous), establishing national standards for 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. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. Based on an assessmentOn July 17, 2018, the EPA Administrator signed a final rule extending the deadline for certain CCR facilities to cease disposal and commence closure activities, as well as, establishing less stringent groundwater monitoring and protection requirements. On August 21, 2018, the D.C. Circuit remanded sections of the finalized regulations,CCR Rule to the future costEPA to provide additional safeguards for unlined CCR impoundments that are more protective of compliancehuman health and expectedthe environment. On November 4, 2019, the EPA issued a proposed rule accelerating the date that certain CCR impoundments must cease accepting waste and initiate closure to August 31, 2020. The proposed rule, which includes a 60-day comment period, provides exceptions, which could allow extensions to closure dates.

During the fourth quarter of 2018, based on studies completed by a third-party to reassess the estimated costs and timing had no significant impact on FirstEnergy's or FES' existing AROsto decommission TMI-2, JCP&L, ME and PN increased their ARO by a total of approximately $172 million, with a regulatory offset. The increase in the ARO resulted primarily from accelerated timing of the estimated cash flows associated with 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.decommissioning.
15.14. 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 Ohio by the PUCO, 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, Maryland, Michigan, New Jersey and 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, Further, if any of the FirstEnergy affiliates were to engage in the construction of significant


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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.



The following table summarizes the key terms of base distribution rate orders in effect for the Utilities as of December 31, 2019:

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CompanyRates EffectiveAllowed Debt/EquityAllowed ROE
CEIMay 200951% / 49%10.5%
ME(1)
January 201748.8% / 51.2%
Settled(2)
MPFebruary 201554% / 46%
Settled(2)
JCP&LJanuary 201755% / 45%9.6%
OEJanuary 200951% / 49%10.5%
PE (West Virginia)February 201554% / 46%
Settled(2)
PE (Maryland)March 201947% / 53%9.65%
PN(1)
January 201747.4% / 52.6%
Settled(2)
Penn(1)
January 201749.9% / 50.1%
Settled(2)
TEJanuary 200951% / 49%10.5%
WP(1)
January 201749.7% / 50.3%
Settled(2)
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.(1)Reflects filed debt/equity as final settlement/orders do not specifically include capital structure.

(2) Commission-approved settlement agreements did not disclose ROE rates.

MARYLAND


PE operates under MDPSC approved base rates that were effective as of March 23, 2019. PE also 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-party monitor. Although settlements with respect to SOS supply for PE customers have expired, service continues in the same manner until changed by order of the MDPSC. 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 and demand and requiringprogram requires each electric utility to file a plan every three years. On July 16, 2015, the MDPSC issued an order setting new incremental energy savings goals for 2017to reduce electric consumption and beyond, beginning with the goal of 0.97% savings achieved under PE's current plan for 2016, and increasingdemand 0.2% per year, thereafter to reach 2%. The Maryland legislature in April 2017 adopted a statute requiring the same 0.2% per year increase, up to the ultimate goal of 2% annual savings, for the duration of the 2018-2020 and 2021-2023 EmPOWER Maryland program cycles, to the extent the MDPSC determines that cost-effective programs and services are available. The costs of PE's 2015-2017 plan 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 22, 2017, the MDPSC issued an order approving the 2018-2020 plan with various modifications.PE 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.


On February 27, 2013,January 19, 2018, PE filed a joint petition along with other utility companies, work group stakeholders and the MDPSC issued an order requiring the Maryland electric utilitiesvehicle work group leader to submit analyses relating to the costs and benefits of making further system and staffing enhancementsimplement a statewide electric vehicle portfolio in order to attempt to reduce storm outage durations.PE's 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 2013 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 2013 Order. On July 1, 2014, the Staff of theconnection with a 2016 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, 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 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 issued a ruling on any of those matters.

On September 26, 2016, the 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 launchproposed 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 proposingmillion, to recover program costs subject tobe recovered over a five-year amortization. On February 6, 2018,January 14, 2019, the MDPSC opened a new proceeding to considerapproved the petition and directed that comments be filed by March 16, 2018.

On January 12, 2018,subject to certain reductions in the MDPSC instituted a proceeding to examine the impactsscope of the Tax Actprogram. The MDPSC approved PE’s compliance filing, which implements the pilot program, with minor modifications, on the rates and charges of Maryland utilities.July 3, 2019.

On August 24, 2018, 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 filefiled a base rate case with the MDPSC, which it supplemented on October 22, 2018, to update the partially forecasted test year with a full twelve months of actual data. The rate case requested an annual increase in the third quarterbase distribution rates of 2018 where the benefits$19.7 million, plus creation of an EDIS to fund four enhanced service reliability programs. In responding to discovery, PE revised its request for an annual increase in base rates to $17.6 million. The proposed rate increase reflected $7.3 million in annual savings for customers resulting from the effectsrecent federal tax law changes. On March 22, 2019, the MDPSC issued a final order that approved a rate increase of $6.2 million, approved three of the Tax Act will be realized by customers throughfour EDIS programs for four years, directed PE to file a lowernew depreciation study within 18 months, and ordered the filing of a new base rate increase than would otherwise be necessary.case in four years to correspond to the ending of the approved EDIS programs.


NEW JERSEY


JCP&L currentlyoperates under NJBPU approved rates that were effective as of January 1, 2017. JCP&L provides BGS for retail customers who do not choose a third partythird-party EGS and for customers of third-party EGSs that fail to provide the contracted service. The supply for BGS is comprised of two components, procured through separate, annually held descending clock auctions, the results of which are approved by the NJBPU. One BGS component reflects hourly real time energy prices and is available for larger commercial and industrial customers. The second BGS component provides 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




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intendedOn April 18, 2019, pursuant to improve service and benefit customers by supporting equipment maintenance, tree trimming, and inspectionsthe May 2018 New Jersey enacted legislation establishing a ZEC program to provide ratepayer funded subsidies of lines, poles and substations, while also compensating for other business and operating expenses. In addition, on January 25, 2017,New Jersey nuclear energy supply, the NJBPU approved the accelerationimplementation of the amortization ofa non-bypassable, irrevocable ZEC charge for all New Jersey electric utility customers, including JCP&L’s 2012 major storm expenses that are recovered through the SRC in order forcustomers. Once collected from customers by JCP&L, these funds will be remitted to achieve full recovery byeligible nuclear energy generators.

In 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, 2015,2017, the NJBPU approved the NJBPU staff's recommendationissued proposed rules 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 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 stated that it would continue to applymodify its current CTA policy in base rate cases subject to incorporating the following modifications:to: (i) calculatingcalculate savings using a five-year look back from the beginning of the test year; (ii) allocatingallocate savings with 75% retained by the company and 25% allocated to rate payers;ratepayers; and (iii) excludingexclude transmission assets of electric distribution companies in the savings calculation.calculation, which were published in the NJ Register in the first quarter of 2018.JCP&L filed comments supporting the proposed rulemaking. On November 5, 2014,January 17, 2019, the Division ofNJBPU approved the proposed CTA rules with no changes. On May 17, 2019, the Rate Counsel appealedfiled an appeal with the NJBPU Order regarding the generic CTA proceeding toAppellate Division of the Superior Court of New Jersey Appellate Division andJersey. JCP&L filedis contesting this appeal but is unable to participate as a respondentpredict the outcome of this matter.

Also in that proceeding supporting the order. On September 18,December 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. On July 13, 2018, JCP&L expectsfiled an infrastructure plan, JCP&L Reliability Plus, which proposed to makeaccelerate $386.8 million of electric distribution infrastructure investment over four years to enhance the reliability and resiliency of its distribution system and reduce the frequency and duration of power outages. On April 23, 2019, JCP&L filed a filingStipulation of Settlement with the NJBPU on behalf of the JCP&L, Rate Counsel, NJBPU Staff and New Jersey Large Energy Users Coalition, which provides that JCP&L will invest up to approximately $97 million in 2018.capital investments beginning on June 1, 2019 through December 31, 2020. JCP&L shall seek recovery of the capital investment through an accelerated cost recovery mechanism, provided for in the rules, that includes a revenue adjustment calculation and a process for two rate adjustments. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modifications. Pursuant to the Stipulation, JCP&L filed a petition on September 16, 2019, to seek approval of rate adjustments to provide for cost recovery established with JCP&L Reliability Plus.


On January 31, 2018, the NJBPU instituted a proceeding to examine the impacts of the Tax Act on the rates and charges of New Jersey utilities. JCP&L must track and apply regulatory accounting treatment forThe NJBPU ordered New Jersey utilities to: (1) defer on their books the impacts of the Tax Act effective January 1, 2018; (2) to file tariffs effective April 1, 2018, reflecting the rate impacts of changes in current taxes; and (3) to file tariffs effective July 1, 2018, reflecting the rate impacts of changes in deferred taxes. On March 2, 2018, JCP&L filed a petition with the NJBPU, by March 2,which included proposed tariffs for a base rate reduction of $28.6 million effective April 1, 2018, regarding the expectedand a rider to reflect $1.3 million in rate impacts of changes in deferred taxes. On March 26, 2018, the NJBPU approved JCP&L’s rate reduction effective April 1, 2018, on an interim basis subject to refund, pending the outcome of this proceeding. On April 23, 2019, JCP&L filed a Stipulation of Settlement on behalf of the Rate Counsel, NJBPU Staff, and the New Jersey Large Energy Users Coalition with the NJBPU. The terms of the Stipulation of Settlement provide that between January 1, 2018 and March 31, 2018, JCP&L’s refund obligation is estimated to be approximately $7 million, which was refunded to customers in 2019. The Stipulation of Settlement also provides for a base rate reduction of $28.6 million, which was reflected in rates on April 1, 2018, and a Rider Tax Act on Adjustment for certain items over a five-year period. On May 8, 2019, the NJBPU issued an order approving the Stipulation of Settlement without modification.

JCP&L’s expenses&L expects to file a distribution base rate case in New Jersey in February 2020, which will seek to recover certain costs associated with providing safe and revenues and how the effects will be passed throughreliable electric service to its customers.JCP&L customers, along with recovery of previously incurred storm costs.


OHIO


The Ohio Companies operate under base distribution rates approved by the PUCO effective in 2009. The Ohio Companies’ residential and commercial base distribution revenues are decoupled, through a mechanism that took effect on February 1, 2020, to the base distribution revenue and lost distribution revenue associated with energy efficiency and peak demand reduction programs recovered as of the twelve-month period ending on December 31, 2018.The Ohio Companies currently operate under ESP IV which commencedeffective June 1, 2016, and expires May 31, 2024. The material terms of ESP IV, as approved in the PUCO’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 freezecontinuing through May 31, 2024. In addition, ESP IV2024, that continues the supply of power to non-shopping customers at a market-based price set through an auction process.

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 ofIn addition, ESP IV include:includes: (1) continuation of a base distribution rate freeze through May 31, 2024; (2) the collection of lost distribution revenues associated with energy efficiency and peak demand reduction programs; (2) an agreement to file 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; and (4) contributions, totaling $51 million to: (a) fund energy conservation programs, economic development and job retention in the 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 mechanismOhio.

ESP IV further provided for residential customers' base distribution rates (which filing was made on April 3, 2017, and remains pending).

Several parties, including the Ohio Companies filed 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 properly designedcollect through Rider DMR would be valued at $558$132.5 million annually for eightthree years beginning in 2017, grossed up for federal income taxes, resulting in an approved amount of approximately $168 million annually in 2018 and include an additional amount that recognizes2019. Revenues from Rider DMR are excluded from the value ofsignificantly excessive earnings test. On appeal, the economic impact of FirstEnergy maintaining its headquarters in Ohio. Other parties’ applications for rehearing argued, among other


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things, thatSCOH, on June 19, 2019, reversed the PUCO’s adoption ofdetermination that Rider DMR is not supported by law or sufficient evidence.lawful, and remanded the matter to the PUCO with instructions to


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remove Rider DMR from ESP IV. On August 16, 2017,20, 2019, the PUCO denied all remaining intervenor applications for rehearing,SCOH denied the Ohio Companies’ challengesmotion for reconsideration. The PUCO entered an Order directing the Ohio Companies to the modifications tocease further collection through Rider DMR, and addedcredit back to customers a third-party monitor to ensure thatrefund of Rider DMR funds are spent appropriately.collected since July 2, 2019, and remove Rider DMR from ESP IV. On September 15, 2017,October 1, 2019, the Ohio Companies implemented PUCO approved tariffs to refund approximately $28 million to customers, including Rider DMR revenues billed from July 2, 2019 through August 31, 2019.

On July 15, 2019, OCC filed an application for rehearinga Notice of Appeal with the SCOH, challenging the PUCO’s exclusion of Rider DMR revenues from the determination of the PUCO’s August 16,existence of significantly excessive earnings under ESP IV for calendar year 2017 ruling on the issues of the third-party monitor and the ROE calculation for advanced metering infrastructure. On October 11, 2017, the PUCO denied the Ohio Companies' application for rehearing on both issues. On October 16, 2017, the Sierra Club and the Ohio Manufacturer's Association Energy Group filed notices of appeal with the Supreme Court of Ohio appealing various PUCO entries on their applications for rehearing. On November 16, 2017, theclaiming a $42 million refund is due to OE customers. The Ohio Companies intervened inare contesting this appeal but are unable to predict the appeal. Additional parties subsequently filed noticesoutcome of appeal with the Supreme Court ofthis matter.

Under Ohio challenging various PUCO entries on their applications for rehearing. For additional information, see “FERC Matters - Ohio ESP IV PPA,” below.

Under ORC 4928.66,law, the Ohio Companies are required to implement energy efficiency programs that achieve certain annual energy savings and 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 22.2% by 2027. On April 15, 2016, theThe Ohio Companies filed an application for approval of their three-year energy efficiency portfolio plans for the 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 includeCompanies’ 2017-2019 plan includes a portfolio of energy efficiency programs targeted to a 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.segments. The Ohio Companies anticipate the cost of the plansplan will be approximately $268 million over the life of the portfolio plansplan and such costs are expected to be recovered through the Ohio Companies’ existing rate mechanisms. On November 21, 2017, the PUCO issued an order that approved the filed Stipulation and Recommendationproposed plan with several modifications, including a cap on the Ohio Companies’ collection of program costs and shared savings set at4% of the Ohio Companies’ total sales to customerscustomers. On October 15, 2019, the SCOH reversed the PUCO’s decision to impose the 4% cost-recovery cap and remanded the matter to the PUCO for approval of the portfolio plans without the cost-recovery cap.

On July 23, 2019, Ohio enacted legislation establishing support for nuclear energy supply in Ohio. In addition to the provisions supporting nuclear energy, the legislation included a provision implementing a decoupling mechanism for Ohio electric utilities. The legislation also is ending current energy efficiency program mandates on December 31, 2020, provided statewide energy efficiency mandates are achieved as reporteddetermined by the PUCO. On October 23, 2019, the PUCO solicited comments on FERC Form 1.whether the PUCO should terminate the energy efficiency programs once the statewide energy efficiency mandates are achieved. Opponents to the legislation sought to submit it to a statewide referendum, and stay its effect unless and until approved by a majority of Ohio voters. Petitioners filed a lawsuit in the U.S. District Court for the Southern District of Ohio seeking additional time to gather signatures in support of a referendum. Petitioners failed to file the necessary number of petition signatures, and the legislation took effect on October 22, 2019. On DecemberOctober 23, 2019, the U.S. District Court denied petitioners’ request for more time, and certified questions of state law to the SCOH to answer. Petitioners appealed the U.S. District Court’s decision to the U.S. Court of Appeals for the Sixth Circuit. The Petitioners ended their challenge to the legislation voluntarily at the end of January 2020 causing the dismissal of the appeal, the lawsuit before the U.S District Court, and the proceedings before the SCOH.

On November 21, 2017,2019, the Ohio Companies filed an application for rehearing challenging the PUCO’s modification of the Stipulation and Recommendationapplied to include the 4% cost cap, which was denied by the PUCO on January 10, 2018.

Ohio law requires electric utilitiesfor approval of a decoupling mechanism, which would set residential and electric service companies in Ohio to serve part of their load from renewable energy resources measured by an annually increasing percentage amount through 2026, except that in 2014 SB310 froze 2015 and 2016 requirementscommercial base distribution related revenues at the 2014 level (2.5%), pushing back scheduled increases,levels collected in 2018. As such, those base distribution revenues would no longer be based on electric consumption, 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. Theallows continued support of energy efficiency initiatives while also providing revenue certainty to the Ohio Companies conducted RFPs in 2009, 2010 and 2011 to secure RECs to help meet these renewable energy requirements. In September 2011,Companies. On January 15, 2020, the PUCO opened a docket to reviewapproved the Ohio Companies' alternative energy recovery rider through whichCompanies’ decoupling application, and the Ohio Companies recover the costs of acquiring these RECs. The PUCO issued an Opinion and Orderdecoupling mechanism took effect on August 7, 2013, approving the Ohio Companies' acquisition process and their purchases of RECs to meet statutory mandates in all instances except for certain purchases arising from one auction and directed 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. On December 24, 2013, following the denial of their application for rehearing,February 1, 2020.

In February 2016, the Ohio Companies filed a noticeGrid Modernization Business Plan for PUCO consideration and approval, as required by the terms of appeal and a motion for stay of the PUCO's order with the Supreme Court of Ohio, which was granted. The OCC and the ELPC also filed appeals of the PUCO's order. On 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 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.

ESP IV. 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.

OnAlso, on January 10, 2018, the PUCO opened a case to consider the impacts of the Tax Act on Ohio utilities’ rates and determine the appropriate course of action to pass benefits on to customers. On November 9, 2018, the Ohio Companies filed a settlement agreement that provides for the implementation of the first phase of grid modernization plans, including the investment of $516 million over three years to modernize the Ohio Companies’ electric distribution system, and for all tax savings associated with the Tax Act to flow back to customers. As part of the agreement, the Ohio Companies also filed an application for approval of a rider to return the remaining tax savings to customers following PUCO approval of the settlement. On January 25, 2019, the Ohio Companies filed a supplemental settlement agreement that keeps intact the provisions of the settlement described above and adds further customer benefits and protections, which broadened support for the settlement. The settlement had broad support, including PUCO Staff, the OCC, representatives of industrial and commercial customers, a low-income advocate, environmental advocates, hospitals, competitive generation suppliers and other parties. On July 17, 2019, the PUCO approved the settlement agreement with no material modifications. On September 11, 2019, the PUCO denied the application for rehearing of environmental advocates who were not parties to the settlement.

The Ohio Companies’ Rider NMB is designed to recover NMB transmission-related costs imposed on or charged to the Ohio Companies must establishby FERC or PJM. On December 14, 2018, the Ohio Companies filed an application for a regulatory liability,review of their 2019 Rider NMB, including recovery of future Legacy RTEP costs and previously absorbed Legacy RTEP costs, net of refunds received from PJM. On February 27, 2018, the PUCO issued an order directing the Ohio Companies to file revised final tariffs recovering Legacy RTEP costs incurred since May 31, 2018, but excluding recovery of approximately $95 million in Legacy RTEP costs incurred prior to May 31, 2018, net of refunds received from PJM. The PUCO solicited comments on whether the Ohio Companies should be permitted to recover the Legacy RTEP charges incurred prior to May 31, 2018. On October 9, 2019, the PUCO approved the recovery of the $95 million of previously excluded Legacy RTEP charges.



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PENNSYLVANIA

The Pennsylvania Companies operate under rates approved by the PPUC, effective as of January 27, 2017. These rates were adjusted for the net impact of the Tax Act, effective March 15, 2018. The net impact of the Tax Act for the period January 1, 2018 through March 14, 2018 must also be separately tracked for


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the estimated reduction treatment 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 taxfuture 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

proceeding. The Pennsylvania Companies operate under DSPs for the June 1, 20172019 through May 31, 20192023 delivery period, which provide for the competitive procurement of generation supply for customers who do not choose an alternative EGS or for customers of alternative EGSs that fail to provide the contracted service. Under the DSPs, the supply will be provided by wholesale suppliers through a mix of 12 and 24-month energy contracts, as well as one RFP for 2-year SREC contracts 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 towill 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, andterm, 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, 2018,100kW, customer assistance program shopping limitations, and script modifications related to the PPUC is expected to issue a final order on these DSPs by mid-September 2018.Pennsylvania Companies' customer referral programs. 


The Pennsylvania Companies operate under rates that were approved by the PPUC on January 19, 2017, effective as of January 27, 2017. These rates provide annual increases in operating revenues of approximately $96 million at ME, $100 million at PN, $29 million at Penn, and $66 million at WP, and are intended to benefit customers by modernizing the grid with smart technologies, increasing vegetation management activities, and continuing other customer service enhancements.

Pursuant to Pennsylvania's EE&C legislation inPennsylvania Act 129 of 2008 and PPUC orders, Pennsylvania EDCs implement energy efficiency and peak demand reduction programs. On June 19, 2015, the PPUC issued a Phase III Final Implementation Order setting: demand reduction targets, relative 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 targets, as a percentage of each Pennsylvania Companies’ historic 2010 forecasts (in MWH), at 4.0% for ME, 3.9%for PN, 3.3% for Penn, and 2.6% for WP. The Pennsylvania Companies'Companies’ Phase III EE&C plans for the June 2016 through May 2021 period, which were approved in March 2016, with expected costs up to $390 million, are designed to achieve the targets established in the PPUC'sPPUC’s Phase III Final Implementation Order with full recovery through the 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 must be filed prior to approval of a DSIC. On February 11, 2016, the PPUC approved LTIIPs for each of the Pennsylvania Companies. On June 14, 2017, theThe 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. TheFollowing a periodic review of the LTIIPs estimated costs forin 2018 as required by regulation once every five years, the remaining periodPPUC entered an Order concluding that the Pennsylvania Companies have substantially adhered to the schedules and expenditures outlined in their LTIIPs, but that changes to the LTIIPs as designed are necessary to maintain and improve reliability and directed the Pennsylvania Companies to file modified or new LTIIPs. On May 23, 2019, the PPUC approved the Pennsylvania Companies’ Modified LTIIPs that revised LTIIP spending in 2019 of 2018 to 2020, as modified, are:approximately $45 million by ME, $25 million by PN, $26 million by Penn and $51 million by WP, $50.1 million; PN $44.8 million; Penn $33.2 million; and ME $51.3 million.

terminating at the end of 2019. On February 16, 2016,August 30, 2019, the Pennsylvania Companies filed Petitions for approval of proposed LTIIPs for the five-year period beginning January 1, 2020 and ending December 31, 2024 for a total capital investment of approximately $572 million for certain infrastructure improvement initiatives. On January 16, 2020, the PPUC approved the LTIIPs without modification, as well as directed the Pennsylvania Companies to submit corrective action plans by March 16, 2020, which outline how they will reduce their pole replacement backlogs over a five-year period to a rolling two-year backlog.

The Pennsylvania Companies’ approved 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. OnIn the 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, theThe parties to the DSIC proceeding submitted a Joint Settlement to the ALJ that resolved the issues that were pending from the order issued on June 9, 2016, which is pendingand the PPUC approval. The ADIT issue is subject to further litigationapproved the Joint Settlement without modification and a hearing was held on May 12, 2017. On August 31, 2017,reversed the ALJ issued aALJ’s previous decision recommending that the complaint ofwould have required the Pennsylvania OCA be granted by the PPUC such that the Pennsylvania Companies to reflect all federal and 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 Pennsylvania CompaniesOCA filed exceptions toan appeal with the decision on September 20, 2017, and reply exceptions on October 2, 2017.

On February 12, 2018, the PPUC initiated a proceeding to determine the effectsPennsylvania Commonwealth Court of the Tax Act on the tax liability of utilitiesPPUC’s decision, and the feasibility of reflecting such impacts in rates charged to customers. By March 9, 2018, the Pennsylvania Companies must submit informationcontested the appeal. The Commonwealth Court reversed the PPUC’s decision of April 19, 2018 and remanded the matter to the PPUC to calculaterequire the net effectPennsylvania Companies to revise their tariffs and DSIC calculations to include ADIT and state income taxes. The Commonwealth Court denied Applications for Reargument in the Court’s July 11, 2019 Opinion and Order filed by the PPUC and the Pennsylvania Companies. On October 7, 2019, the PPUC and the Pennsylvania Companies filed separate Petitions for Allowance of Appeal of the Tax ActCommonwealth Court’s Opinion and Order to the Pennsylvania Supreme Court.

On August 30, 2019, Penn filed a Petition seeking approval of a waiver of the statutory DSIC cap of 5% of distribution rate revenue and approval to increase the maximum allowable DSIC to 11.81% of distribution rate revenue for the five-year period of its proposed LTIIP. The Pennsylvania Office of Small Business Advocate, the PPUC’s Bureau of Investigation, and the Pennsylvania OCA opposed Penn’s Petition. On January 17, 2020, the parties filed a petition seeking approval of settlement that provides for a temporary increase in the recoverability cap from 5% to 7.5%, which will expire on income tax expense andthe earlier of the effective date of new base rates following Penn’s next base rate base, and comments addressing whether rates should be adjustedcase or the expiration of its LTIIP II program. The settlement is subject to reflect the tax rate changes, and if so, how and when such modifications should take effect.PPUC approval.



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WEST VIRGINIA


MP and PE provide electric service to all customers through traditional cost-based, regulated utility ratemaking.ratemaking and operates under rates approved by the WVPSC effective February 2015. 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.




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On September 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, 2015,August 21, 2019, MP and PE filed an IRP with the WVPSC identifyingtheir annual ENEC case requesting a capacity shortfall startingdecrease in 2016 and exceeding 700 MWs byENEC rates of $6.1 million beginning January 1, 2020, and 850 MWs by 2027.representing a 0.4% decrease in rates versus those in effect on August 21, 2019. On June 3, 2016, the WVPSC accepted the IRP. On December 16, 2016, MP issued an RFP to address its generation shortfall, along with issuing a second 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 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 MWs) for approximately $195 million, subject to customary and other closing conditions, including regulatory approvals. In addition, on March 7, 2017,October 11, 2019, MP and PE filed an applicationa supplement requesting approval of the termination of the 50 MW PPA with Morgantown Energy Associates, a NUG entity. A settlement between MP, PE, and the majority of the intervenors fully resolving the ENEC case, which maintains 2019 ENEC rates into 2020, and supports the termination of the Morgantown Energy Associates PPA, was filed with the WVPSC on October 18, 2019. An order was issued on December 20, 2019, approving the ENEC settlement 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 conclusiontermination of the WVPSC proceeding. PPA with Morgantown Energy Associates.

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,August 21, 2019, MP and PE filed with the WVPSC for a reconciliation of their VMS to confirm that rate recovery matches VMP costs and for a regularperiodic review of that program. MP and PE proposed a $15 million annual decreaseits vegetation management program requesting an increase in VMS rates effectiveof $7.6 million beginning January 1, 2018,2020. The increase is due to moving from a 5-year maintenance cycle to a 4-year cycle and an additional $15 million decreaseperforming more operation and maintenance work and less capital work on the rights of way. The increase is a 0.5% increase in rates forversus those in effect on August 21, 2019. This is an overall decreaseAll the parties reached a settlement in total revenuethe case, and average rates of 1%. On December 15, 2017, the WVPSC issued anits order adopting a unanimousapproving the settlement without modification.change on December 20, 2019.


OnFERC REGULATORY MATTERS

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. With respect to their wholesale services and rates, the Utilities, AE Supply and the Transmission Companies are subject to regulation by FERC. FERC regulations require JCP&L, MP, PE, WP and the Transmission Companies to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of JCP&L, MP, PE, WP and the Transmission Companies are subject to functional control by PJM and transmission service using their transmission facilities is provided by PJM under the PJM Tariff.

The following table summarizes the key terms of rate orders in effect for transmission customer billings for FirstEnergy's transmission owner entities as of December 31, 2019:
CompanyRates EffectiveCapital StructureAllowed ROE
ATSIJanuary 1, 2015Actual (13 month average)10.38%
JCP&L
June 1, 2017(1)
Settled(1)(3)
Settled(1)(3)
MP
March 21, 2018(2)
Settled(3)
Settled(3)
PE
March 21, 2018(2)
Settled(3)
Settled(3)
WP
March 21, 2018(2)
Settled(3)
Settled(3)
MAITJuly 1, 2017Lower of Actual (13 month average) or 60%10.3%
TrAILJuly 1, 2008Actual (year-end)12.7% (TrAIL the Line & Black Oak SVC)
11.7% (All other projects)
(1) Effective on January 3, 2018, the WVPSC initiated1, 2020, JCP&L has implemented a proceedingforward-looking formula rate, which has been accepted by FERC, subject to investigate the effects of therefund, pending further hearing and settlement proceedings.
(2) See FERC Actions on Tax Act below.
(3) FERC-approved settlement agreements did not specify.

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 and AE Supply 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, although major wholesale purchases remain subject to regulation by 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.relevant state commissions.


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, FENOC, ATSI, MAIT and TrAIL.the Transmission Companies. 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 eightsix regional entities, including RFC. All of FirstEnergy'sthe facilities that FirstEnergy operates 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 material 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,


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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, andor obligations to upgrade


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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 certain 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 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. On June 15, 2016, various parties, including ATSI and the Utilities, filed a settlement agreement at FERC agreeing to apply a combined usage based/socialization approach to cost allocation for charges to transmission customers in the PJM Region for transmission projects operating at or above 500 kV. Certain other parties in the proceeding did not agree to the settlement and filed protests to the settlement seeking, among other issues, to strike certain of the evidence 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 settlement. FirstEnergy and certain of the other parties responded to such opposition. On October 20, 2017, the settling and non-opposing parties requested expedited action by FERC. The settlement is pending before FERC.


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 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,In a subsequent order, FERC denied FirstEnergy's request for rehearing of FERC's earlier order rejecting the settlement agreement and affirmed its prior ruling that ATSI must submit the cost/benefit analysis. ATSI is evaluating the cost/benefit approach.


Separately, ATSI resolvedFERC Actions on Tax Act

On March 15, 2018, FERC initiated proceedings on the question of how to address possible changes to ADIT and bonus depreciation as a dispute regarding responsibilityresult of the Tax Act. Such possible changes could impact FERC-jurisdictional rates, including transmission rates. On November 21, 2019, FERC issued a final rule (Order 864). Order 864 requires utilities with transmission formula rates to update their formula rate templates to include mechanisms to (i) deduct any excess ADIT from or add any deficient ADIT to their rate base; (ii) raise or lower their income tax allowances by any amortized excess or deficient ADIT; and (iii) incorporate a new permanent worksheet into their rates that will annually track information related to excess or deficient ADIT. Alternatively, formula rate utilities can demonstrate to FERC that their formula rate template already achieves these outcomes. Utilities with transmission stated rates are required to address these new requirements as part of their next transmission rate case. To assist with implementation of the proposed rule, FERC also issued on November 15, 2018, a policy statement providing accounting and ratemaking guidance for certain coststreatment of ADIT for all FERC-jurisdictional public utilities. The policy statement also addresses the “Michigan Thumb”accounting and ratemaking treatment of ADIT following the sale or retirement of an asset after December 31, 2017. FirstEnergy’s formula rate transmission project. Potential responsibility arises underutilities will make the MISO MVP tariff, whichrequired filings on or before the deadlines established in FERC’s order. FirstEnergy’s stated rate transmission utilities will address the requirements as part of their next transmission rate case. JCP&L is addressing the requirements in the course of its pending transmission rate case.

Transmission ROE Methodology

FERC’s methodology for calculating electric transmission utility ROE has been litigated in complex proceedings before FERC and certain U.S. appellate courts.transition as a result of an April 14, 2017 ruling by the D.C. Circuit that vacated FERC’s then-effective methodology. On October 29, 2015,16, 2018, FERC issued an order findingin which it proposed a revised ROE methodology. FERC proposed that, ATSIfor complaint proceedings alleging that an existing ROE is not just and reasonable, FERC will rely on three financial models - discounted cash flow, capital-asset pricing, and expected earnings - to establish a composite zone of reasonableness to identify a range of just and reasonable ROEs. FERC then will utilize the ATSItransmission utility’s risk relative to other utilities within that zone doof reasonableness to assign the transmission utility to one of three quartiles within the zone. FERC would take no further action (i.e., dismiss the complaint) if the existing ROE falls within the identified quartile. However, if the replacement ROE falls outside the quartile, FERC would deem the existing ROE presumptively unjust and unreasonable and would determine the replacement ROE. FERC would add a fourth financial model risk premium to the analysis to calculate a ROE based on the average point of central tendency for each of the four financial models. On March 21, 2019, FERC established NOIs to collect industry and stakeholder comments on the revised ROE methodology that is described in the October 16, 2018 decision, and also whether to make changes to FERC’s existing policies and practices for awarding transmission rates incentives. On November 21, 2019, FERC announced in a complaint proceeding involving MISO utilities that FERC would rely on the discounted cash flow and capital-asset pricing models as the basis for establishing ROE. It is not haveclear at this time whether FERC’s November ruling will be applied more broadly. Any changes to pay MISO MVP charges forFERC’s transmission rate ROE and incentive policies would be applied on a prospective basis. FirstEnergy currently is participating through various trade groups in the Michigan Thumb transmission project. MISOFERC dockets where the ROE methodology is being reviewed, and the MISO TOson December 23, 2019, JCP&L 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


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participatedFERC’s November decision in the proceedings on behalf of ATSI, the 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 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 TOs in a protest of MISO's proposal to allocate MVP costs to energy transactions that cross MISO's borders into the PJM Region. On July 13, 2016, FERC issued its order finding it appropriate for MISO to assess an MVP usage charge for transmission exports from MISO to PJM. Various parties, including FirstEnergy and the PJM TOs, requested rehearing or clarification of FERC’s order. The requests for rehearing remain pending before FERC.utilities docket.


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 Transmission Rates."

The outcome of the proceedings that address the remaining open issues related to MVP costs and "legacy RTEP" transmission projects cannot be predicted at this time.

Transfer 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.

MAITJCP&L Transmission Formula Rate


On October 28, 2016, as amended on January 10, 2017, MAIT submitted an application30, 2019, JCP&L filed tariff amendments with FERC to FERC requesting authorizationconvert JCP&L’s existing stated transmission rate to implement a forward-looking formula transmission raterate. JCP&L requested that the tariff amendments become effective January 1, 2020. On December 19, 2019, FERC issued its initial order in the case, allowing JCP&L to recover and earntransition to 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 suspend the proposed effective date for theforward-looking formula rate until Juneas of January 1, 2017. On March 10, 2017, FERC issued an order accepting the MAIT formula transmission rate for filing, suspending the formula transmission rate for five months to become effective July 1, 2017, and establishing hearing and settlement judge procedures. On April 10, 2017, MAIT2020 as 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, pending the outcome of thefurther hearing and settlement procedures. On October 13, 2017, MAIT and certain parties filed aproceedings. JCP&L is engaged in settlement agreement 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 section 205 or 206 of the FPA provided 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.negotiations.


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 earn 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 things, 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 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.







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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.

PATH Transmission Project

In 2012, the PJM Board of Managers canceled the PATH project, a proposed transmission line from West Virginia through Virginia and into 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, 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 procedures. 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 allowing 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 ROE be reset to 10.4%. The Edison Electric Institute submitted an amicus curiae request for reconsideration in support of PATH. On March 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 Staff issued a letter to PATH requesting additional information on, and edits to, the compliance filing, as directed by the January 19, 2017 order. PATH filed its response on September 27, 2017.FERC orders on PATH's requests for rehearing and compliance filing remain pending.

Market-Based Rate Authority, Triennial Update

The Utilities, AE Supply, FES and certain of its subsidiaries, Buchanan Generation and Green Valley 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 FERC that demonstrates that each entity continues to meet FERC’s requirements for holding market-based rate authority. On December 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 July 27, 2017, FERC accepted the triennial filing as submitted.
16.15. 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 $13.4 billion (assuming 102 units licensed to operate) for a single nuclear incident, which amount is covered by: (i) private insurance amounting to $450 million;JCP&L, ME and (ii) $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 per incident but not more than $76 million in any one year for each incident.

In addition to the public liability insurance provided pursuant to the Price-Anderson Act, NG purchases insurance coverage in limited amounts for economic loss and property damage arising out of nuclear incidents. NG is a Member Insured of NEIL, which provides coverage for the extra expense of replacement power incurred due to prolonged accidental outages of nuclear units. NG, as the Member Insured and each entity with an insurable interest, purchases policies, renewable yearly, corresponding to their respective nuclear interests, which provide an aggregate indemnity of up to approximately $1.4 billion for replacement power costs incurred during an outage after an initial 12-week waiting period.


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NG, as the Member Insured and each entity with an insurable interest, is insured underPN maintain property damage insurance provided by NEIL.NEIL for their interest in the retired TMI- 2 nuclear facility, a permanently shut down and defueled facility. Under these arrangements, up to $2.75 billion$150 million of coverage for decontamination costs, decommissioning costs, debris removal and repair and/or replacement of property is provided. Member Insureds of NEILJCP&L, ME and PN pay annual premiums and are subject to retrospective premium assessments if losses exceed the accumulated funds availableof up to the insurer. NG purchases insurance through NEIL that will pay its obligation in the eventapproximately $1.2 million during a retrospective premium call is made by NEIL, subject to the terms of the policy.policy year.


FirstEnergy intendsJCP&L, ME and PN intend 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 NG'sJCP&L, ME or PN’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’sJCP&L, ME or PN’s insurance policies, or to the extent such insurance becomes unavailable in the future, FirstEnergyJCP&L, ME or PN would remain at risk for such costs.


The NRC requiresPrice-Anderson Act limits public liability relative to a single incident at a nuclear power plant licensees to obtain minimum property insuranceplant. In connection with TMI-2, JCP&L, ME and PN carry the required ANI third party liability 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 inand also have coverage under 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 orderedPrice Anderson indemnity agreement issued by the NRC. FirstEnergyThe total available coverage in the event of a nuclear incident is unable to predict what effect these requirements may have on$560 million, which is also the availabilitylimit of insurance proceeds.public liability for any nuclear incident involving TMI-2.


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, 2017,2019, outstanding guarantees and other assurances aggregated approximately $3.8$1.6 billion, consisting of guarantees on behalf of the FES Debtors ($350 million), parental guarantees ($1.2 billion),on behalf of its consolidated subsidiaries' guarantees ($1.81.0 billion), other guarantees ($275114 million) and other assurances ($459151 million). FirstEnergy has also committed to provide certain additional guarantees to the FES Debtors for retained environmental liabilities of AE Supply related to the Pleasants Power Station and McElroy's Run CCR disposal facility as part of the settlement agreement in connection with the FES Bankruptcy.

Of the aggregate amount, substantially all relates to guarantees of wholly-owned consolidated 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 CES'AE Supply's power portfolio exposure as of December 31, 2017, FES has posted collateral of $123 million and2019, AE Supply has posted collateral of $4 million.no collateral. The Regulated Distribution Segment hasUtilities and Transmission Companies have posted collateral of $4 million.no collateral.


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. The following table discloses the potential additional credit rating contingent contractual collateral obligations as of December 31, 2017:

2019:

Potential Collateral Obligations AE Supply Utilities
and FET
 FE Total
  (In millions)
Contractual Obligations for Additional Collateral        
At Current Credit Rating $1
 $
 $
 $1
Upon Further Downgrade 
 36
 
 36
Surety Bonds (Collateralized Amount)(1)
 
 63
 257
 320
Total Exposure from Contractual Obligations $1
 $99
 $257
 $357

190

127








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 CCR impoundment closure and post-closure activities and the Hatfield's Ferry CCR disposal site, respectively.

Excluded from the preceding table are the potential collateral obligations due to affiliate transactions between the Regulated Distribution segment and CES segment. As of December 31, 2017, FES has $2 million of collateral posted with its affiliates.


OTHER COMMITMENTS AND CONTINGENCIES


FE is a guarantor under a $120 million syndicated senior secured term loan facility due March 3, 2020,November 12, 2024, under which Global Holding's outstanding principal balance is $275 million.$114 million as of December 31, 2019. In addition to 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, continue to provide their joint and several guaranties of the obligations of Global Holding under the facility.


In connection with the 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.


ENVIRONMENTAL MATTERS


Various federal, state and local authorities regulate FirstEnergy with regard to air and water quality, hazardous and solid waste disposal, and other environmental matters. PursuantWhile FirstEnergy's environmental policies and procedures are designed to a March 28, 2017 executive order,achieve compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and potential revision by 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.implementing agencies. 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 materially 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.


CSAPR requires reductions of NOx and SO2 emissions in two2 phases (2015 and 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. The D.C. Circuit ordered the EPA on July 28, 2015, to reconsider the CSAPR caps 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 reduce emissions by more than their contribution to air pollution in downwind states. The EPA issued a CSAPR update rule on September 7, 2016, reducing summertime NOx emissions from 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 update rule to 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. On September 13, 2019, the D.C. Circuit remanded the CSAPR update rule to the EPA citing that the rule did not eliminate upwind states’ significant contributions to downwind states’ air quality attainment requirements within applicable attainment deadlines. Depending on the outcome of the appeals, the EPA’s reconsideration of the CSAPR update rule and how the EPA and the states ultimately implement CSAPR, the future cost of compliance may be materialmaterially impact FirstEnergy's operations, cash flows and financial condition.

In February 2019, the EPA announced its final decision to retain without changes to FirstEnergy's and FES' operations may result.

The EPA tightened the primary and secondary NAAQS for ozone fromSO2, specifically retaining the 20082010 primary (health-based) 1-hour standard levels of 75 PPB to 70 PPB on October 1, 2015. The EPA statedPPB. As of September 30, 2019, FirstEnergy has no power plants operating in areas designated as non-attainment by 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.EPA.



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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 seekssought 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 seekssought NOx emission rate limits for the 36 EGUs by May 1, 2017. On JanuarySeptember 14, 2018, the EPA denied both the States of Delaware and Maryland's petitions under CAA Section 126. In October 2018, Delaware and Maryland appealed the denials of their petitions to the D.C. Circuit. In March 2018, the State of New York filed a CAA Section 126 petition with the EPA alleging that NOx emissions from nine states (including Ohio, Pennsylvania and West Virginia) significantly contribute to New York’s inability to attain the ozone NAAQS. The petition seeks suitable emission rate limits for large stationary sources that are affecting New York’s air quality within the three years allowed by CAA Section 126. On May 3, 2017,2018, 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.November 9, 2018. On September 27, 2017, and20, 2019, the EPA denied New York’s CAA Section 126 petition. On October 4, 2017,29, 2019, the State of Maryland and various environmental organizations filed complaints inNew York appealed the U.S. District Court fordenial of its petition to the District of Maryland seeking an order that the EPA either approve or deny the CAA Section 126 petition of November 16, 2016.D.C. Circuit. FirstEnergy is unable to predict the outcome of these matters or estimate the loss or range of loss.

MATS imposed emission limits for mercury, PM, and HCl for all existing and new fossil fuel fired EGUs effective in April 2015 with averaging of emissions from multiple units located at a single plant. The 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 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 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 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, deactivated on September 1, 2012, as a result of the EPA’s MATS and for FG’s W.H. Sammis generating 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 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 respect to this agreement. If the case proceeds to arbitration, the amount of damages owed to BNSF and NS could be materially higher and may cause FES to seek protection under U.S. bankruptcy laws. FG intends to vigorously assert its position in this arbitration proceeding, and if it were ultimately determined that the force majeure provisions or other defenses do not excuse the delivery shortfalls, the results of operations and financial condition of both FirstEnergy and FES could be materially adversely impacted.

As to a specific coal supply agreement, AE Supply, the party thereto, asserted termination rights effective in 2015 as a result of MATS. In response to notification of the termination, on January 15, 2015, Tunnel Ridge, LLC, the coal supplier, commenced litigation




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in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging AE Supply did not have sufficient justification to terminate the agreement and seeking damages for the difference between the market and contract price of the coal, or lost profits plus incidental damages. AE Supply filed an answer denying any liability related to the termination. On May 1, 2017, the complaint was amended to add FE, FES and FG, 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 principle settling all claims in dispute. The agreement in principle includes, among other matters, a $93 million payment by AE Supply, as well as certain coal supply commitments for Pleasants Power Station during its remaining operation by AE Supply. Certain aspects of the final settlement agreement will be guaranteed by FE, including the $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, 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 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.


The EPA released its final “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air 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. 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. The EPA released its final CPP regulations in August 2015 (which have been stayed by the U.S. Supreme Court), to reduce 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 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 outcomes 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 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 in2025. In 2015, FirstEnergy set a goal of reducing company-wide CO2 emissions by at least 90 percent below 2005 levels by 2045. As of December 31, 2018, FirstEnergy has reduced its CO2 emissions by approximately 62 percent. In September 2016, the U.S. 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 itsAgreement’s 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 CO2CO2 emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations.

In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHG under the Clean Air Act,” 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. The EPA released its final CPP regulations in August 2015 to reduce CO2 emissions per KWHfrom existing fossil fuel-fired EGUs and finalized separate regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of electricity generated by FirstEnergy is lower than manythe challenges to the D.C. Circuit and U.S. Supreme Court. On March28, 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 October16, 2017, the EPA issued a proposed rule to repeal the CPP. To replace the CPP, the EPA proposed the ACE rule on August 21, 2018, which would establish emission guidelines for states to develop plans to address GHG emissions from existing coal-fired power plants. On June 19, 2019, the EPA repealed the CPP and replaced it with the ACE rule that establishes guidelines for states to develop standards of its regional competitors dueperformance to its diversified generation sources, which include low or non-CO2 emitting gas-firedaddress GHG emissions from existing coal-fired power plants. Depending on the outcomes of further appeals and nuclear generators.how any final rules are ultimately implemented, the future cost of compliance may be material.


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.facilities. 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


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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. Depending on any final action taken by the states with respect to impingement and entrainment, the future capital costs of compliance with these standards may be material.


On September 30, 2015, the EPA finalized new, more stringent effluent limits for the Steam Electric Power Generating category (40 CFR Part 423) for arsenic, mercury, selenium and nitrogen for wastewater from wet scrubber systems and zero discharge of pollutants in ash transport water. The treatment obligations phase-in as permits are renewed on a five-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, 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. On November 4, 2019, the EPA issued a proposed rule revising the effluent limits for discharges from wet scrubber systems and extending the deadline for compliance to December 31, 2025. The EPA’s proposed rule retains the zero discharge standard and 2023 compliance date for ash transport water, but adds some allowances for discharge under certain circumstances. In addition, the EPA allows for less stringent limits for sub-categories of generating units based on capacity utilization, flow volume from the scrubber system, and unit retirement date. Depending on the outcome of appeals and how any final rules are ultimately implemented, the future costs of compliance with these standards may be substantial and changes to FirstEnergy's and FES' operations may result.


In October 2009,On September 29, 2016, FirstEnergy received a request from the WVDEP issuedEPA for information pursuant to CWA Section 308(a) for information concerning boron exceedances of effluent limitations established in the NPDES Permit for the former Mitchell Power Station’s Mingo landfill, owned by WP. On November 1, 2016, WP provided an initial response that contained information related to a similar boron issue at the former Springdale Power Station’s landfill. The EPA requested additional information regarding the Springdale landfill and on November 15, 2016, WP provided a response and intends to fully comply with the Section 308(a) information request. On March 3, 2017, WP proposed to the PA DEP a re-route of its wastewater discharge to eliminate potential boron exceedances at


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the Springdale landfill. On January 29, 2018, WP submitted an NPDES waterpermit renewal application to PA DEP proposing to re-route its wastewater discharge permit forto eliminate potential boron exceedances at the Fort Martin plant, which imposes TDS, sulfate concentrationsMingo landfill. On February 20, 2018, the DOJ issued a letter and other effluent limitations for heavy metals, as well as temperature limitations. Concurrent with the issuancetolling agreement on behalf of EPA alleging violations of the Fort Martin NPDES permit, WVDEP also issued an administrative order setting deadlines for MPCWA at the Mingo landfill while seeking to meet certainenter settlement negotiations in lieu of filing a complaint. On November 4, 2019, the effluent limits that were effective immediately under the termsEPA proposed a penalty 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 $150nearly $1.3 million to $300 million in ordersettle alleged past boron exceedances at the Mingo and Springdale landfills. On December 17, 2019, WP responded to install technologythe EPA's settlement proposal but is unable 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 the appeal or estimate the possible loss or range of loss.

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

this matter.
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 CCRs, such as coal ash, were exempted from hazardous waste disposal requirements pending the EPA's evaluation of the need for future regulation.


In April 2015, the EPA finalized regulations for the disposal of CCRs (non-hazardous), establishing national standards for 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. On September 13, 2017, the EPA announced that it would reconsider certain provisions of the final regulations. Based on an assessment ofOn July 17, 2018, the finalized regulations,EPA Administrator signed a final rule extending 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 future, including changes resulting from the strategic review at CES, could materially and adversely impact FirstEnergy's and FES' AROs.

Pursuant to a 2013 consent decree, PA DEP issued a 2014 permitdeadline for the Little Blue Runcertain CCR impoundment requiring the Bruce Mansfield plantfacilities to cease disposal and commence closure activities, as well as, establishing less stringent groundwater monitoring and protection requirements. On August 21, 2018, the D.C. Circuit remanded sections of CCRs by December 31, 2016, and FGthe CCR Rule to the EPA to provide bondingadditional safeguards for 45 yearsunlined CCR impoundments that are more protective of closure and post-closure activities and to complete closure within a 12-year period, but authorizing FG 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 plant are being beneficially reused with the majority used for reclamation of a site owned by the Marshall County Coal Company in Moundsville, W. Va.,human health and the remainder recycled into drywall by National Gypsum. These beneficial reuse options should be sufficient for ongoing plant operations, however,environment. On November 4, 2019, the Bruce Mansfield plant is pursuing other options. On May 22, 2015EPA issued a proposed rule accelerating the date that certain CCR impoundments must cease accepting waste and September 21, 2015, the PA DEP reissuedinitiate closure to August 31, 2020. The proposed rule, which includes a permit for the Hatfield's Ferry CCR disposal facility and then modified that permit60-day comment period, provides exceptions, which could allow extensions to allow disposal of Bruce Mansfield plant CCR. The Sierra Club's Notices of Appeal before the Pennsylvania Environmental Hearing Board challenging the renewal, reissuance and modification of the permit for the Hatfield’s Ferry CCR disposal facility were resolved through a Consent Adjudication between FG, PA DEP and the Sierra Club requiring operational changes that became effective November 3, 2017.closure dates.


FirstEnergy or 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 Sheets as of December 31, 2017,2019, based on estimates of the total costs of cleanup, FE's and its subsidiaries'FirstEnergy's proportionate responsibility for such costs and the financial ability of other unaffiliated entities to pay. Total liabilities of approximately $125$109 million have been accrued through December 31, 2017.2019. Included in the total are accrued liabilities of approximately $80$77 million for environmental remediation of former manufactured gas plantsMGP and gas holder facilities in New Jersey, which are being recovered


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by JCP&L through a non-bypassable SBC. FirstEnergyFE or its subsidiaries could be found potentially responsible for additional amounts or additional sites, but the loss or range of losses cannot be determined or reasonably estimated at this time.


OTHER LEGAL PROCEEDINGS


Nuclear Plant Matters


Under NRC regulations, FirstEnergyJCP&L, ME and PN must ensure that adequate funds will be available to decommission itstheir retired nuclear facilities.facility, TMI-2. As of December 31, 2017, FirstEnergy2019, JCP&L, ME and PN had in total approximately $2.7 billion (FES $1.9 billion)$882 million invested in external trusts to be used for the decommissioning and environmental remediation of itstheir retired TMI-2 nuclear generating facilities.facility. The values of FirstEnergy'sthese NDTs also fluctuate based on market conditions. If the values of the trusts decline by a material amount, FirstEnergy'sthe obligation to JCP&L, ME and PN 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.


As partOn October 15, 2019, JCP&L, ME, PN and GPUN executed an asset purchase and sale agreement with TMI-2 Solutions, LLC, a subsidiary of routine inspectionsEnergySolutions, LLC, concerning the transfer and dismantlement of TMI-2. This transfer of TMI-2 to TMI-2 Solutions, LLC will include the transfer of: (i) the ownership and operating NRC licenses for TMI-2; (ii) the external trusts for the decommissioning and environmental remediation of TMI-2; and (iii) related liabilities of approximately $900 million as of December 31, 2019. There can be no assurance that the transfer will receive the required regulatory approvals and, even if approved, whether the conditions to the closing of the concrete shield building at Davis-Bessetransfer will be satisfied. On November 12, 2019, JCP&L filed a Petition with the NJBPU seeking approval of the transfer and sale of JCP&L’s entire 25% interest in 2013, FENOC identified changesTMI-2 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,TMI-2 Solutions, LLC. Also on November 12, 2019, JCP&L, ME, PN, GPUN and its ability to safely perform all of its functions. In a May 28, 2015, Inspection Report regarding the apparent cause evaluation on crack propagation,TMI-2 Solutions, LLC filed an application with the NRC issuedseeking approval to transfer the NRC license for TMI-2 to TMI-2 Solutions, LLC. Both proceedings are ongoing. Assets and liabilities held for sale on the FirstEnergy Consolidated Balance Sheet associated with the transaction consist of asset retirement obligations of $691 million, NDTs of $882 million as well as property, plant and equipment with a non-cited violationnet book value of zero, which are included in the regulated distribution segment.

FES Bankruptcy

On March 31, 2018, FES, including its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C. and FGMUC, and FENOC filed voluntary petitions for FENOC’s failure to request and obtain a license amendment for its method of evaluating the significancebankruptcy protection under Chapter 11 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.

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 NG's nuclear units, have the necessary financial resources to maintain safe operations, particularlyUnited States Bankruptcy Code 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 orderBankruptcy Court. See Note 3, "Discontinued Operations," for FES to satisfy its nuclear support obligations to NG. additional information.



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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 andFE or its subsidiaries. The loss or range of loss in these matters is not expected to be material to FirstEnergyFE or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 15,14, "Regulatory Matters,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 FirstEnergyFE 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'sFE's or its subsidiaries' financial condition, results of operations and cash flows.
17.16. 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 and provide power to certain affiliates' facilities. The primary affiliated company transactions for FES during the three years ended December 31, 2017 are as follows:


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FES 2017 2016 2015 
  (In millions)
Revenues:       
Electric sales to affiliates $366
 $459
 $666
 
Other 11
 11
 14
 
Expenses: 

 

 

 
Purchased power from affiliates 201
 622
 353
 
Fuel 4
 4
 1
 
Support services 775
 748
 705
 
Investment Income: 

 

 

 
Interest income from FE 13
 2
 2
 
Interest Expense: 

 

 

 
Interest expense to affiliates 
 5
 4
 
Interest expense to FE 19
 2
 3
 

FirstEnergyFE does not bill directly or allocate any of its costs to any subsidiary company. Costs are charged to FE's subsidiaries, as well as FES and the UtilitiesFENOC, for services received from FESC and FENOC.FESC. 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.FESC. 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. Intercompany transactions are generally settled under commercial terms within thirty days. FES purchases the entire output of the generation facilities owned by FG
The Utilities and NG. Prior to June 1, 2017, FES purchased the output relating to leasehold interests of OE and TE in certain of those facilities that were 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 UtilitiesTransmission Companies are parties to an intercompany income tax allocation agreement with FE and its other subsidiaries, including FES and FENOC, that provides for the allocation of consolidated tax liabilities. Net tax benefits attributable to FE 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 6,7, "Taxes").

Additionally, the Utilities purchase power from FES to meet a portion of their POLR and default service requirements and provide power to certain facilities. See Note 3, "Discontinued Operations" for additional details.

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18. SUPPLEMENTAL GUARANTOR INFORMATION
In 2007, FG, a 100% owned subsidiary of FES, completed a sale and leaseback transaction for a 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 FG or 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, 2017, 2016, and 2015, Condensed Consolidating Balance Sheets as of December 31, 2017 and December 31, 2016, and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015, for the parent and guarantor and non-guarantor subsidiaries are presented below. These statements are provided as FG'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 the parent company using the equity method. Results of operations for FG and NG are, therefore, reflected in 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.


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FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended December 31, 2017 FES FG NG Eliminations Consolidated
  (In millions)
STATEMENTS OF INCOME (LOSS)          
           
REVENUES $3,037
 $1,062
 $1,362
 $(2,363) $3,098
           
OPERATING EXPENSES:  
  
  
  
  
Fuel 
 390
 209
 
 599
Purchased power from affiliates 2,488
 
 76
 (2,363) 201
Purchased power from non-affiliates 628
 
 
 
 628
Other operating expenses 322
 490
 653
 49
 1,514
Pension and OPEB mark-to-market adjustment (12) (30) 66
 
 24
Provision for depreciation 12
 32
 67
 (2) 109
General taxes 20
 21
 17
 
 58
Impairment of assets and related charges 
 
 2,031
 
 2,031
Total operating expenses 3,458
 903
 3,119
 (2,316) 5,164
           
OPERATING INCOME (LOSS) (421) 159
 (1,757) (47) (2,066)
           
OTHER INCOME (EXPENSE):  
  
  
  
  
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 (75) (11) (1) 68
 (19)
Interest expense — other (46) (104) (44) 56
 (138)
Capitalized interest 
 2
 24
 
 26
Total other income (expense) (1,984) (73) 97
 1,930
 (30)
           
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (2,405) 86
 (1,660) 1,883
 (2,096)
           
INCOME TAXES (BENEFITS) (14) 360
 (78) 27
 295
           
NET INCOME (LOSS) $(2,391)
$(274) $(1,582) $1,856
 $(2,391)
           
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)          
           
NET INCOME (LOSS) $(2,391) $(274) $(1,582) $1,856
 $(2,391)
           
OTHER COMPREHENSIVE INCOME (LOSS):          
Pension and OPEB prior service costs (14) (13) 
 13
 (14)
Amortized gain on derivative hedges 2
 
 
 
 2
Change in unrealized gain on available-for-sale securities 30
 
 30
 (30) 30
Other comprehensive income (loss) 18
 (13) 30
 (17) 18
Income taxes (benefits) on other comprehensive income (loss) 6
 (5) 10
 (5) 6
Other comprehensive income (loss), net of tax 12
 (8) 20
 (12) 12
COMPREHENSIVE INCOME (LOSS) $(2,379) $(282) $(1,562) $1,844
 $(2,379)





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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

For the Year Ended December 31, 2015 FES FG NG Eliminations Consolidated
  (In millions)
STATEMENTS OF INCOME          
           
REVENUES $4,824
 $1,801
 $2,138
 $(3,758) $5,005
           
OPERATING EXPENSES:  
  
  
  
  
Fuel 
 679
 192
 
 871
Purchased power from affiliates 3,826
 
 285
 (3,758) 353
Purchased power from non-affiliates 1,684
 
 
 
 1,684
Other operating expenses 378
 273
 608
 49
 1,308
Pension and OPEB mark-to-market adjustment (8) 10
 55
 
 57
Provision for depreciation 12
 124
 191
 (3) 324
General taxes 45
 26
 27
 
 98
Impairment of assets and related charges 21
 2
 10
 
 33
Total operating expenses 5,958
 1,114
 1,368
 (3,712) 4,728
           
OPERATING INCOME (LOSS) (1,134) 687
 770
 (46) 277
           
OTHER INCOME (EXPENSE):  
  
  
  
  
Investment income (loss), including net income (loss) from equity investees 844
 17
 (5) (870) (14)
Miscellaneous income 1
 2
 
 
 3
Interest expense — affiliates (29) (8) (4) 34
 (7)
Interest expense — other (52) (104) (49) 58
 (147)
Capitalized interest 
 6
 29
 
 35
Total other income (expense) 764
 (87) (29) (778) (130)
           
INCOME (LOSS) BEFORE INCOME TAXES (BENEFITS) (370) 600
 741
 (824) 147
           
INCOME TAXES (BENEFITS) (452) 224
 278
 15
 65
           
NET INCOME $82
 $376
 $463
 $(839) $82
           
STATEMENTS OF COMPREHENSIVE INCOME          
           
NET INCOME $82
 $376
 $463
 $(839) $82
           
OTHER COMPREHENSIVE LOSS:          
Pension and OPEB prior service costs (6) (5) 
 5
 (6)
Amortized gain on derivative hedges (3) 
 
 
 (3)
Change in unrealized gain on available-for-sale securities (9) 
 (8) 8
 (9)
Other comprehensive loss (18) (5) (8) 13
 (18)
Income tax benefits on other comprehensive loss (7) (2) (3) 5
 (7)
Other comprehensive loss, net of tax (11) (3) (5) 8
 (11)
COMPREHENSIVE INCOME $71
 $373
 $458
 $(831) $71



200




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2017 FES FG NG Eliminations Consolidated
  (In millions)
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents $
 $1
 $
 $
 $1
Receivables-  
  
  
  
  
Customers 181
 
 
 
 181
Affiliated companies 210
 80
 260
 (326) 224
Other 13
 8
 
 
 21
Notes receivable from affiliated companies 366
 1,744
 1,512
 (3,622) 
Materials and supplies 41
 142
 
 
 183
Derivatives 34
 
 
 
 34
Collateral 105
 25
 
 
 130
Prepaid taxes and other 10
 12
 
 
 22
  960
 2,012
 1,772
 (3,948) 796
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
  
In service 122
 2,646
 8
 (281) 2,495
Less — Accumulated provision for depreciation 65
 1,947
 
 (189) 1,823
  57
 699
 8
 (92) 672
Construction work in progress 3
 19
 
 
 22
  60
 718
 8
 (92) 694
INVESTMENTS:  
  
  
  
  
Nuclear plant decommissioning trusts 
 
 1,856
 
 1,856
Investment in affiliated companies 1,153
 
 
 (1,153) 
Other 
 9
 
 
 9
  1,153
 9
 1,856
 (1,153) 1,865
           
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
  
Accumulated deferred income tax benefits 267
 790
 890
 (193) 1,754
Property taxes 
 9
 16
 
 25
Other 45
 310
 
 25
 380
  312
 1,109
 906
 (168) 2,159
  $2,485
 $3,848
 $4,542
 $(5,361) $5,514
           
LIABILITIES AND CAPITALIZATION  
  
  
  
  
CURRENT LIABILITIES:  
  
  
  
  
Currently payable long-term debt $
 $438
 $114
 $(28) $524
Short-term borrowings - affiliated companies 3,325
 402
 
 (3,622) 105
Accounts payable-  
  
  
  
  
Affiliated companies 320
 60
 194
 (319) 255
Other 22
 83
 
 
 105
Accrued taxes 52
 12
 21
 (13) 72
Derivatives 22
 2
 
 
 24
Other 44
 73
 11
 41
 169
  3,785
 1,070
 340
 (3,941) 1,254
CAPITALIZATION:  
  
  
  
  
Total equity (deficit) (2,070) 547
 528
 (1,075) (2,070)
Long-term debt and other long-term obligations 691
 1,666
 1,007
 (1,065) 2,299
  (1,379) 2,213
 1,535
 (2,140) 229
NONCURRENT LIABILITIES:  
  
  
  
  
Deferred gain on sale and leaseback transaction 
 
 
 723
 723
Retirement benefits 28
 125
 
 
 153
Asset retirement obligations 
 187
 1,758
 
 1,945
Other 51
 253
 909
 (3) 1,210
  79
 565
 2,667
 720
 4,031
  $2,485
 $3,848
 $4,542
 $(5,361) $5,514


201




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2016 FES FG NG Eliminations Consolidated
  (In millions)
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents $
 $2
 $
 $
 $2
Receivables-  
  
  
  
  
Customers 213
 
 
 
 213
Affiliated companies 332
 315
 417
 (612) 452
Other 17
 2
 8
 
 27
Notes receivable from affiliated companies 501
 1,585
 1,294
 (3,351) 29
Materials and supplies 45
 142
 80
 
 267
Derivatives 137
 
 
 
 137
Collateral 157
 
 
 
 157
Prepaid taxes and other 38
 24
 1
 
 63
  1,440
 2,070
 1,800
 (3,963) 1,347
PROPERTY, PLANT AND EQUIPMENT:  
  
  
  
  
In service 120
 2,524
 4,703
 (290) 7,057
Less — Accumulated provision for depreciation 52
 1,920
 4,144
 (187) 5,929
  68
 604
 559
 (103) 1,128
Construction work in progress 2
 67
 358
 
 427
  70
 671
 917
 (103) 1,555
INVESTMENTS:  
  
  
  
  
Nuclear plant decommissioning trusts 
 
 1,552
 
 1,552
Investment in affiliated companies 2,923
 
 
 (2,923) 
Other 
 9
 1
 
 10
  2,923
 9
 1,553
 (2,923) 1,562
           
DEFERRED CHARGES AND OTHER ASSETS:  
  
  
  
  
Accumulated deferred income tax benefits 395
 1,271
 883
 (270) 2,279
Property taxes 
 12
 28
 
 40
Derivatives 77
 
 
 
 77
Other 33
 327
 
 21
 381
  505
 1,610
 911
 (249) 2,777
  $4,938
 $4,360
 $5,181
 $(7,238) $7,241
           
LIABILITIES AND CAPITALIZATION          
CURRENT LIABILITIES:  
  
  
  
  
Currently payable long-term debt $
 $200
 $5
 $(26) $179
Short-term borrowings - affiliated companies 2,969
 483
 
 (3,351) 101
Accounts payable-  
  
  
  
  
Affiliated companies 743
 107
 406
 (706) 550
Other 17
 93
 
 
 110
Accrued taxes 50
 48
 61
 (16) 143
Derivatives 71
 6
 
 
 77
Other 56
 54
 10
 36
 156
  3,906
 991
 482
 (4,063) 1,316
CAPITALIZATION:  
  
  
  
  
Total equity 218
 828
 2,006
 (2,834) 218
Long-term debt and other long-term obligations 691
 2,093
 1,120
 (1,091) 2,813
  909
 2,921
 3,126
 (3,925) 3,031
NONCURRENT LIABILITIES:  
  
  
  
  
Deferred gain on sale and leaseback transaction 
 
 
 757
 757
Retirement benefits 25
 172
 
 
 197
Asset retirement obligations 
 188
 713
 
 901
Other 98
 88
 860
 (7) 1,039
  123
 448
 1,573
 750
 2,894
  $4,938
 $4,360
 $5,181
 $(7,238) $7,241



202




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


For the Year Ended December 31, 2017 FES FG NG Eliminations Consolidated
  (In millions)
           
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES $(485) $516
 $722
 $(26) $727

CASH FLOWS FROM FINANCING ACTIVITIES:
  
  
  
  
  
New Financing-  
  
  
  
  
Short-term borrowings, net 356
 (81) 
 (271) 4
Redemptions and Repayments-  
  
  
  
 

Long-term debt 
 (184) (5) 26
 (163)
Other (1) (6) 
 
 (7)
Net cash provided from (used for) financing activities 355
 (271) (5) (245) (166)

CASH FLOWS FROM INVESTING ACTIVITIES:
  
  
  
  
  
Property additions (2) (88) (185) 
 (275)
Nuclear fuel 
 
 (254) 
 (254)
Sales of investment securities held in trusts 
 
 940
 
 940
Purchases of investment securities held in trusts 
 
 (999) 
 (999)
Cash Investments (3) 
 
 
 (3)
Loans to affiliated companies, net 135
 (158) (219) 271
 29
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
Cash and cash equivalents at end of period $
 $1
 $
 $
 $1


203




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2016 FES FG NG Eliminations Consolidated
  (In millions)
           
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES $(842) $550
 $1,103
 $(25) $786

CASH FLOWS FROM FINANCING ACTIVITIES:
  
  
  
  
  
New Financing-  
  
  
  
  
Long-term debt 
 186
 285
 
 471
Short-term borrowings, net 948
 94
 
 (941) 101
Redemptions and Repayments-  
  
  
  
 

Long-term debt 
 (224) (308) 25
 (507)
Other 
 (7) (2) 
 (9)
Net cash provided from (used for) financing activities 948
 49
 (25) (916) 56
           
CASH FLOWS FROM INVESTING ACTIVITIES:  
  
  
  
 

Property additions (30) (224) (292) 
 (546)
Nuclear fuel 
 
 (232) 
 (232)
Proceeds from asset sales 9
 
 
 
 9
Sales of investment securities held in trusts 
 
 717
 
 717
Purchases of investment securities held in trusts 
 
 (783) 
 (783)
Cash investments 10
 
 
 
 10
Loans to affiliated companies, net (95) (376) (488) 941
 (18)
Other 
 1
 
 
 1
Net cash used for investing activities (106) (599) (1,078) 941
 (842)
Net change in cash and cash equivalents 
 
 
 
 
Cash and cash equivalents at beginning of period 
 2
 
 
 2
Cash and cash equivalents at end of period $
 $2
 $
 $
 $2



204




FIRSTENERGY SOLUTIONS CORP.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

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



205




19.17. SEGMENT INFORMATION


Regulated Distribution and Regulated Transmission are FirstEnergy's reportable segments aresegments.

On March 31, 2018, as follows: Regulated Distribution, Regulated Transmissiondiscussed in Note 3, “Discontinued Operations,” FirstEnergy deconsolidated FES and CES.

FinancialFENOC and presented FES, FENOC, BSPC and a portion of AE Supply, representing substantially all of FirstEnergy’s operations that previously comprised the CES reportable operating segment, as discontinued operations in FirstEnergy’s consolidated financial statements resulting from actions taken as part of the strategic review to exit commodity-exposed generation. The financial information for each of FirstEnergy’s reportable segments is presented inall periods has been revised to present the tables below. FES does not have separatediscontinued operations within Reconciling Adjustments. The remaining business activities that previously comprised the CES reportable operating segments.segment were not material and, as such, have been combined into Corporate/Other for reporting purposes.


The Regulated Distribution segment distributes electricity through FirstEnergy’s ten10 utility operating companies, serving approximately six million6000000 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 and delivering electric generation andfrom transmission facilities to customers, including the deferral and amortization of certain fuelrelated costs. Included within the segment are $882 million of assets classified as held for sale associated with the asset purchase and sale agreement with TMI-2 Solutions to transfer TMI-2 to TMI-2 Solutions, LLC. See Note 15, "Commitments, Guarantees and Contingencies" for additional information.


The Regulated Transmission segment transmits electricity throughprovides transmission facilitiesinfrastructure owned and operated by ATSI, TrAIL, MAIT (effective January 31, 2017)the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP). to transmit electricity from generation sources to distribution facilities. The segment's revenues are primarily derived from forward-looking formula rates at ATSI and TrAIL,the Transmission Companies as well as stated transmission rates at certain of FirstEnergy's utilities. As discussed in Note 15, "Regulatory Matters - FERC Matters," above, MAITJCP&L, MP, PE and JCP&L submitted applications to FERC requesting authorization to implement forward-looking formulaWP. Effective January 1, 2020, JPC&L's transmission rates. In March 2017, FERC approved JCP&L's and MAIT'srates became forward-looking formula rates, subject to refund, with effective dates of June 1, 2017,pending further hearing 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.proceedings. Both the forward-looking formula and stated rates recover costs that the regulatory agencies determine are permitted to be recovered and provide a return on transmission capital investment. Under forward-looking formula rates, the revenue requirement is updated annually based on a projected rate base and projected costs, which areis 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 electricityCorporate/Other reflects corporate support not charged to end-use customers through retail and wholesale arrangements, including competitive retail sales to customers primarily in Ohio, Pennsylvania, Maryland, Michigan, New Jersey and 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 Note 2, "Asset Sales and Impairments," 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.

InterestFE's subsidiaries, interest expense on stand-aloneFE’s holding company debt corporate income taxes and other businesses that do not constitute an operating segment are categorized as Corporate/Other for reportable business segment purposes. Additionally, reconcilingsegment. Reconciling adjustments for the elimination of inter-segment


131




transactions and discontinued operations are shown separately in the following table of Segment Financial Information. As of December 31, 2019, 67 MWs of electric generating capacity, representing AE Supply's OVEC capacity entitlement, was included in continuing operations of Corporate/Other. As of December 31, 2017,2019, Corporate/Other had $6.8approximately $7.1 billion of stand-aloneFE holding company long-term debt,debt.

Financial information for each of which $1.45 billion was subject to variable-interest rates, and $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 usingFirstEnergy’s reportable segments is presented in the proceeds from the $2.5 billion equity investment. tables below:


206




Segment Financial Information

For the Years Ended Regulated Distribution Regulated Transmission Corporate/ Other Reconciling Adjustments FirstEnergy Consolidated
  (In millions)
           
December 31, 2019          
External revenues $9,511
 $1,510
 $14
 $
 $11,035
Internal revenues 187
 16
 
 (203) 
Total revenues 9,698
 1,526
 14
 (203) 11,035
Provision for depreciation 863
 284
 5
 68
 1,220
Amortization (deferral) of regulatory assets, net (89) 10
 
 
 (79)
Miscellaneous income (expense), net 174
 15
 80
 (26) 243
Interest expense 495
 192
 372
 (26) 1,033
Income taxes (benefits) 271
 113
 (171) 
 213
Income (loss) from continuing operations 1,076
 447
 (619) 
 904
Property additions $1,473
 $1,090
 $102
 $
 $2,665
           
December 31, 2018          
External revenues $9,900
 $1,335
 $26
 $
 $11,261
Internal revenues 203
 18
 8
 (229) 
Total revenues 10,103
 1,353
 34
 (229) 11,261
Provision for depreciation 812
 252
 3
 69
 1,136
Amortization (deferral) of regulatory assets, net (163) 13
 
 
 (150)
Miscellaneous income (expense), net 192
 14
 32
 (33) 205
Interest expense 514
 167
 468
 (33) 1,116
Income taxes (benefits) 422
 122
 (54) 
 490
Income (loss) from continuing operations 1,242
 397
 (617) 
 1,022
Property additions $1,411
 $1,104
 $133
 $27
 $2,675
           
December 31, 2017          
External revenues $9,602
 $1,307
 $19
 $
 $10,928
Internal revenues 158
 17
 24
 (199) 
Total revenues 9,760
 1,324
 43
 (199) 10,928
Provision for depreciation 724
 224
 10
 69
 1,027
Amortization of regulatory assets, net 292
 16
 
 
 308
Miscellaneous income (expense), net 57
 1
 39
 (44) 53
Interest expense 535
 156
 358
 (44) 1,005
Income taxes 580
 205
 930
 
 1,715
Income (loss) from continuing operations 916
 336
 (1,541) 
 (289)
Property additions $1,191
 $1,030
 $49
 $317
 $2,587
           
As of December 31, 2019          
Total assets $29,642
 $11,611
 $1,015
 $33
 $42,301
Total goodwill $5,004
 $614
 $
 $
 $5,618
           
As of December 31, 2018          
Total assets $28,690
 $10,404
 $944
 $25
 $40,063
Total goodwill $5,004
 $614
 $
 $
 $5,618
           
As of December 31, 2017          
Total assets $27,730
 $9,525
 $1,007
 $3,995
 $42,257
Total goodwill $5,004
 $614
 $
 $
 $5,618



For the Years Ended December 31 Regulated Distribution Regulated Transmission Competitive Energy Services Corporate/ Other Reconciling Adjustments Consolidated
  (In millions)
             
2017            
External revenues $9,734
 $1,325
 $3,143
 $
 $(185) $14,017
Internal revenues 
 
 386
 
 (386) 
Total revenues 9,734
 1,325
 3,529
 
 (571) 14,017
Depreciation 724
 224
 118
 72
 
 1,138
Amortization of regulatory assets, net 292
 16
 
 
 
 308
Impairment of assets and related charges 
 41
 2,365
 
 
 2,406
Investment income 54
 
 81
 11
 (48) 98
Interest expense 535
 156
 179
 308
 
 1,178
Income taxes (benefits) 580
 205
 155
 (45) 
 895
Net income (loss) 916
 336
 (2,641) (335) 
 (1,724)
Total assets 27,730
 9,525
 4,339
 663
 
 42,257
Total goodwill 5,004
 614
 
 
 
 5,618
Property additions 1,191
 1,030
 317
 49
 
 2,587
             
2016            
External revenues $9,629
 $1,144
 $4,070
 $
 $(281) $14,562
Internal revenues 
 
 479
 
 (479) 
Total revenues 9,629
 1,144
 4,549
 
 (760) 14,562
Depreciation 676
 187
 387
 63
 
 1,313
Amortization of regulatory assets, net 290
 7
 
 
 
 297
Impairment of assets and related charges 
 
 10,665
 
 
 10,665
Investment income 49
 
 66
 10
 (41) 84
Interest expense 586
 158
 194
 219
 
 1,157
Income taxes (benefits) 375
 187
 (3,498) (119) 
 (3,055)
Net income (loss) 651
 331
 (6,919) (240) 
 (6,177)
Total assets 27,702
 8,755
 5,952
 739
 
 43,148
Total goodwill 5,004
 614
 
 
 
 5,618
Property additions 1,063
 1,101
 619
 52
 
 2,835
             
2015            
External revenues $9,582
 $1,046
 $4,698
 $
 $(300) $15,026
Internal revenues 
 
 686
 
 (686) 
Total revenues 9,582
 1,046
 5,384
 
 (986) 15,026
Depreciation 664
 164
 394
 60
 
 1,282
Amortization of regulatory assets, net 165
 7
 
 
 
 172
Impairment of assets and related charges 8
 
 34
 
 
 42
Investment income (loss) 42
 
 (16) (9) (39) (22)
Impairment of equity method investment 
 
 
 362
 
 362
Interest expense 600
 147
 192
 193
 
 1,132
Income taxes (benefits) 325
 191
 50
 (251) 
 315
Net income (loss) 588
 328
 89
 (427) 
 578
Total assets 27,390
 7,800
 16,027
 877
 
 52,094
Total goodwill 5,092
 526
 800
 
 
 6,418
Property additions 1,040
 1,020
 588
 56
 
 2,704


207132








20.18. SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)


The following summarizes certain consolidated operating results by quarter for 20172019 and 2016.2018.
FirstEnergy               
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In millions, except per share amounts)2019 2018
 Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31
Revenues$2,673
 $2,963
 $2,516
 $2,883
 $2,710
 $3,064
 $2,625
 $2,862
Other operating expense809
 758
 606
 779
 770
 739
 684
 940
Provision for depreciation310
 304
 309
 297
 293
 283
 283
 277
Operating Income615
 681
 585
 629
 512
 710
 700
 580
Pension and OPEB mark-to-market adjustment(674) 
 
 
 (144) 
 
 
Income before income taxes(249) 496
 422
 448
 169
 520
 409
 414
Income taxes(68) 107
 81
 93
 35
 121
 101
 233
Income from continuing operations(181) 389
 341
 355
 134
 399
 308
 181
Discontinued operations (1) (Note 3)
70
 2
 (29) (35) 4
 (857) (9) 1,188
Net Income (Loss)(111) 391
 312
 320
 138
 (458) 299
 1,369
Income allocated to preferred stockholders (2)

 
 4
 5
 10
 54
 165
 156
Net income (loss) attributable to common stockholders(111) 391
 308
 315
 128
 (512) 134
 1,213
Earnings (loss) per share of common stock-(3)
               
Basic - Continuing Operations(0.33) 0.72
 0.63
 0.66
 0.24
 0.68
 0.30
 0.05
Basic - Discontinued Operations (Note 3)0.13
 0.01
 (0.05) (0.07) 0.01
 (1.70) (0.02) 2.50
Basic - Net Income (Loss) Attributable to Common Stockholders(0.20) 0.73
 0.58
 0.59
 0.25
 (1.02) 0.28
 2.55
Diluted - Continuing Operations(0.33) 0.72
 0.63
 0.66
 0.24
 0.68
 0.30
 0.05
Diluted - Discontinued Operations (Note 3)0.13
 
 (0.05) (0.07) 0.01
 (1.70) (0.02) 2.49
Diluted - Net Income (Loss) Attributable to Common Stockholders(0.20) 0.72
 0.58
 0.59
 0.25
 (1.02) 0.28
 2.54
                
(1) Net of income taxes
(2) The sum of quarterly income allocated to preferred stockholders may not equal annual income allocated to preferred stockholders as quarter-to-date and year-to-date amounts are calculated independently.
(3) The sum of quarterly earnings per share information may not equal annual earnings per share due to the issuance of shares and conversion of preferred shares throughout the year. See the FirstEnergy Consolidated Statements of Stockholders' Equity and Note 6, "Stock-Based Compensation Plans," for additional information.

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




208133







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'sthe chief executive officer and chief financial officer, havehas 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'sFirstEnergy’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


See Management’s Report on Internal Control over Financial Reporting under Item 8, "Financial Statements and Supplementary Data". Management is responsible for establishing and maintaining adequaterequired to assess the effectiveness of FirstEnergy's internal control over financial reporting as defined in Rules 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 officer and chief financial officer.reporting. Based on that evaluation, the respectiveassessment, management of each registrant concluded that their registrant’sFirstEnergy's internal control over financial reporting was effective as of December 31, 2017. The effectiveness of FirstEnergy’s internal control over financial reporting, as of December 31, 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, 2017, has not been audited by the registrant's independent registered public accounting firm.2019.


Changes in Internal Control over Financial Reporting


During the quarter ended December 31, 2017,2019, 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 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 the 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 time.

In connection with Mr. Strah’s appointment, and consistent with his new position and increased scope of responsibilities, his base salary will increase by 7.1% to $600,000, his Short-Term Incentive Program target beginning in 2018 will be 75% of his base salary ($450,000), and his Long-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 Senior Vice President and CFO of the Company. 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 last fiscal year, or any currently proposed transaction, in which FirstEnergy was a participant and the amount involved exceeds $120,000.

Mr. Kenneth A. Strah serves as a Director of Revenue Operations and Customer Service Analytics of FESC. Mr. Kenneth A. Strah has been employed by FESC and other subsidiaries of the Company 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 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 20, 2018, the Board determined that, effective March 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. Strah.

Mr. Lisowski, age 36, currently serves as the Controller and Treasurer of FirstEnergy Solutions Corp. (FES), a subsidiary of the Company, which is a position he has held since April 2017. Prior thereto he was Assistant Controller, FES and FirstEnergy Generation since October 2012. Mr. Lisowski has been with the Company since 2004 where he served in various financial roles.



210




In connection with Mr. Lisowski’s appointment, and consistent with his new position and increased scope of responsibilities, his base salary will increase 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 effect of including him in the 2018 and 2019 years of the outstanding 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, payable 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 connection with his 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. Lisowski 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 the last fiscal year, or any currently proposed transaction, in which FirstEnergy was a participant and the amount involved exceeds $120,000.

None.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The information required by Item 10 is incorporated herein by reference to FirstEnergy's 20182020 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 20182020 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.




211134







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 20182020 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, 2017,2019, regarding compensation plans for which shares of FirstEnergyFE 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)  Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) 
Equity compensation plans approved by security holders 6,104,181
(2) 
$37.75
(3) 
6,425,034
(4) 
 4,316,337
(1) 
$37.75
(2) 
3,947,410
(3) 
Equity compensation plans not approved by security holders(5)(4)
 
 N/A
 
  
 N/A
 
 
Total 6,104,181
 $37.75
 6,425,034
  4,316,337
 $37.75
 3,947,410
 


(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 2,479,2061,930,139 shares subject to outstanding awards of stock-basedstock based RSUs granted under the ICP 2007 and ICP 2015 if paid at target for the three outstanding cycles, as well as 2,479,2061,930,139 additional shares assuming maximum performance metrics are achieved for the 2015-2017, 2016-20182017-2019, 2018-2020 and 2017-20192019-2021 cycles of stock-basedstock based RSUs, 41,9052,883 outstanding FirstEnergy Corp.FE Amended and Restated EDCP related shares to be paid in stock and 441,742372,919 shares related to the FirstEnergy Corp.FE 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 19,74021,282 shares related to the Allegheny Energy, Inc. Non-Employee Director StockAYE Director's Plan (AYE Director's Plan) and Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (AYE DCD)AYE DCD that will be paid in stock per the election of the recipient.

(3)(2) 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)(3) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately 8,904,2405,877,549 available assuming performance at target) for the 2015-2017, 2016-20182017-2019, 2018-2020, and 2017-20192019-2021 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)(4) 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 20182020 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, 20172019 and 2016,2018, are as follows:
  
Audit Fees(1)
 
Audit-Related Fees(2)
Company 2017 2016 2017 2016
  (In thousands)
FES $1,609
 $1,750
 $
 $
FE and other subsidiaries 6,851
 5,620
 502
 335
Total FirstEnergy $8,460
 $7,370
 $502
 $335
  
Audit Fees(1)
 Audit-Related Fees
  2019 2018 2019 2018
  (In thousands)
FirstEnergy $6,952
 $7,345
 $
 $163


(1)
Professional services rendered for the audits of the registrants'FirstEnergy's annual financial statements and reviews of unaudited financial statements included in the registrants'FirstEnergy's Quarterly Reports on Form 10-Q and for services in connection with statutory and regulatory filings or engagements, including comfort letters, agreed upon procedures and consents for financings and filings made with the SEC.
(2)
Professional services rendered in 2017 and 2016 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 for the audit of PE's cost allocation manual and the attestation of Penn's Net Earnings Certificate.

Tax Fees and All Other Fees


There were no tax services performed bytax-related fees paid to PricewaterhouseCoopers LLP in 2017 or 2016.2019 compared to $120,000 in 2018. PricewaterhouseCoopers LLP performed no other services in 20172019 or 2016,2018, however, the registrants FirstEnergy paid approximately $39,500 (thirty-nine thousand five hundred)$6,725 and $5,800 (five-thousand eight hundred)$6,300 in software subscription fees to PricewaterhouseCoopers LLP for 20172019 and 2016,2018, respectively.




135




Additional information required by this item is incorporated herein by reference to FirstEnergy’s 20182020 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.


212




PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULESSCHEDULE
(a) The following documents are filed as a part of this report on Form 10-K:
1. Financial Statements:
Management’s ReportsReport on Internal Control Over Financial Reporting for FirstEnergy Corp. and FES areis listed under Item 8, "Financial Statements and Supplementary Data" herein.
ReportsReport of Independent Registered Public Accounting Firm for FirstEnergy Corp. and FES areis 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:Schedule:
Reports
Report of Independent Registered Public Accounting Firm as to Schedules are includedfor FirstEnergy Corp. (including the schedule referenced below) is listed under Item 8, "Financial Statements and Supplementary Data," herein on pages:page:
Page
FirstEnergy
FES
Schedule II — Consolidated Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2017,2019, are includedlisted herein on pages:page:
Page
FirstEnergy
FES




213136







3. Exhibits — FirstEnergy
Exhibit

Number








(A) 3-1 







(A) 3-2 






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 



(A) 4-10
(B) 10-1 



(B) 10-2 






(B) 10-3 



(B) 10-4 



(B) 10-5



(B) 10-6


214







Exhibit
Number








(B) 10-710-5 






(B) 10-810-6 



(B) 10-910-7 



137





Exhibit
Number







(B) 10-8






(B) 10-1010-9 






(B) 10-10
(B) 10-11 






(B) 10-12 






10-13 



(B) 10-14 



(B) 10-15



(B) 10-16 



(B) 10-17



(B) 10-18



(B) 10-19



(B) 10-20






(B) 10-2110-17 






(B) 10-2210-18 



(B) 10-2310-19 






10-2410-20 
   
(B) 10-2510-21 
(B) 10-26
(B) 10-27
   


215





Exhibit
Number




(B) 10-2810-22 
   
(B) 10-2910-23 
   
(B) 10-3010-25 
(B) 10-31



(B) 10-3210-26 
   
(B) 10-3310-27 



(B) 10-3410-28 
(B) 10-35
(B) 10-36



(B) 10-3710-29 
   
(B) 10-3810-32 
(B) 10-39
(B) 10-40
(B) 10-41
   
(B) 10-4210-33 

 


138





Exhibit
Number




(B) 10-4310-34 
   
(B) 10-4410-35 
10-45
   
(B) 10-4610-36 

 
10-4710-37 


216





Exhibit
Number




10-48

10-38
   
10-4910-39 


10-40
   
10-5010-41 
10-51
   
(B) 10-5210-43 
(B) 10-53
   
10-5410-44 

   
10-5510-45 


 
(A) (B) 10-5610-46 
(B) 10-47
(B) 10-48


(B) 10-53
(B) 10-54
(B) 10-55


(B) 10-56


139





Exhibit
Number




(B) 10-58


(B) 10-61


10-62
10-63
10-64


(B) 10-65
(B) 10-67

(B) 10-68
(B) 10-69
10-70
10-71
10-72
10-73
   
(A) (B) 10-5721 


(A) 23
   
(A) (B) 10-5831-1 
   
(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 FirstEnergy Corp. for the period ended December 31, 2017,2019, formatted in XBRL (ExtensibleiXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Common Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, (v) related notes to these financial statements and (vi) document and entity information.



104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
(A)
Provided herein in electronic format as an exhibit.
(B)
Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.




140




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)




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




10-5




10-6






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




(C) 10-21




(D) 10-22




(D) 10-23


219





Exhibit
Number









(B) 10-24




(B) 10-25




10-26




10-27




10-28




10-29




10-30
10-31




10-32
(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, 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, (v) related notes to these financial statements and (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.






221141







SCHEDULE II
FIRSTENERGY CORP.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2017, 20162019, 2018 AND 20152017
   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, 2019:          
Accumulated provision for uncollectible accounts — customers $49,798
 $81,107
 $47,306
 $132,031
 $46,180
— other $1,778
 $26,654
 $1,474
 $8,509
 $21,397
— affiliated companies (4)
 $919,851
 $143,276
 $
 $
 $1,063,127
Valuation allowance on various DTAs (3)
 $394,112
 $46,526
 $
 $
 $440,638
          
Year Ended December 31, 2018:          
Accumulated provision for uncollectible accounts — customers $48,937
 $77,254
 $60,307
 $136,700
 $49,798
— other $990
 $12,487
 $
 $11,699
 $1,778
— affiliated companies (4)
 $
 $
 $
 $919,851
 $919,851
Valuation allowance on state and local DTAs $312,135
 $81,977
 $
 $
 $394,112
          
Year Ended December 31, 2017:                    
Accumulated provision for uncollectible accounts — customers $53,307
 $75,859
 $49,728
 $127,607
 $51,287
 $48,409
 $73,486
 $49,728
 $122,686
 $48,937
— other $884
 $6,495
 $
 $6,357
 $1,022
 $884
 $6,461
 $
 $6,355
 $990
Valuation allowance on state and local DTAs $437,779
 $142,623
 $
 $
 $580,402
 $240,289
 $71,846
 $
 $
 $312,135
          
Year Ended December 31, 2016:          
Accumulated provision for uncollectible accounts — customers $68,775
 $81,719
 $15,222
 $112,409
 $53,307
— other $5,231
 $13,597
 $11,329
 $29,273
 $884
Valuation allowance on state and local DTAs $192,397
 $245,382
 $
 $
 $437,779
          
Year Ended December 31, 2015:          
Accumulated provision for uncollectible accounts — customers $59,266
 $114,249
 $54,199
 $158,939
 $68,775
— other $5,197
 $899
 $4,189
 $5,054
 $5,231
Valuation allowance on state and local DTAs $174,004
 $18,393
 $
 $
 $192,397


(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)
(3)
Represents recoveriesStarting in 2018, valuation allowances are now being recorded against federal and reinstatements of accounts previously written off.state DTA's related to disallowed business interest and certain employee remuneration, in addition to the state and local DTA's in the prior years presented.
(2)
(4)
RepresentsAmounts relate to the write-off of accounts considered to be uncollectible.FES Debtors and are included in discontinued operations. See Note 3, "Discontinued Operations" for additional information.









223142







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 20, 201810, 2020






224143







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/ Charles E. Jones   
Charles E. Jones   
President and Chief Executive Officer and Director   
(Principal Executive Officer)   
    
/s/ George M. SmartDonald T. Misheff   
George M. SmartDonald T. Misheff   
Director   
(Non-Executive Chairman of Board)   
    
/s/ James F. PearsonSteven E. Strah /s/ K. Jon TaylorJason J. Lisowski 
James F. PearsonSteven E. Strah K. Jon TaylorJason J. Lisowski 
ExecutiveSenior Vice President and Chief Financial Officer Vice President, Controller and Chief Accounting Officer 
(Principal Financial Officer) (Principal Accounting Officer) 
    
/s/ Paul T. Addison/s/ Thomas N. Mitchell
Paul T. AddisonThomas N. Mitchell
DirectorDirector
/s/ Michael J. Anderson/s/ James F. O'Neil III
Michael J. AndersonJames F. O'Neil III
DirectorDirector
/s/ William T. Cottle /s/ Christopher D. Pappas 
William T. CottleMichael J. Anderson Christopher D. Pappas 
Director Director 
    
/s/ Steven J. Demetriou /s/ Sandra Pianalto 
Steven J. Demetriou Sandra Pianalto 
Director Director 
    
/s/ Julia L. Johnson /s/ Luis A. Reyes 
Julia L. Johnson Luis A. Reyes 
Director Director 
    
/s/ Donald T. MisheffThomas N. Mitchell /s/ Jerry Sue ThorntonLeslie M. Turner 
Donald T. MisheffThomas N. Mitchell Jerry Sue Thornton
DirectorDirector
Date: February 20, 2018


225




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 20, 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/ Jason J. Lisowski
Donald R. SchneiderJason J. Lisowski
President and DirectorController and Treasurer
(Chairman of the Board)(Principal Financial Officer)
(Principal Executive Officer)(Principal Accounting Officer)
/s/ Samuel L. Belcher/s/ James C. Boland
Samuel L. BelcherJames C. BolandLeslie M. Turner 
Director Director 
    
/s/ John C. BlickleJames F. O'Neil III /s/ Donald A. Moul 
John C. BlickleJames F. O'Neil III Donald A. Moul 
Director Director 
Date: February 20, 201810, 2020





226144