United States securities and exchange commission logo
March 18, 2021
Hyun Park
Senior Vice President and Chief Legal Officer
FirstEnergy Corp.
76 South Main Street
Akron, OH 44308
Re: FirstEnergy Corp.
Form 10-K for the
Fiscal Year ended December 31, 2020
Filed February 18,
2021
File No. 333-21011
Dear Mr. Park:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Financial Statements
Note 15. Commitments, Guarantees, and Contingencies, page 121
1. We note your disclosure
regarding the asset purchase and sale agreement (PSA)
with Energy Solutions,
LLC, concerning the transfer and dismantlement of TMI-2, which
closed on December 18,
2020. We understand that you conveyed the TMI-2 nuclear
generating facility,
and funds held in trusts for decommissioning and environmental
remediation of about
$900 million; you disclose that you were relieved of related
liabilities. On pages
89 and 112 you indicate that accounting for the transaction resulted in
a gain of $33 million,
with the write-off of a tax related regulatory liability, and
derecognition of a $726
million asset retirement obligation related to the site.
However, we understand
from the December 2, 2020 New Jersey Board of Public
Utilities (NJBPU) order
approving the transaction that you have retained some liabilities
Hyun Park
FirstEnergy Corp.
March 18, 2021
Page 2
and may have exposure to future liabilities for which you would be
barred from seeking
recovery from ratepayers. The NJBPU order distinguishes between
Assumed Liabilities
that are covered by the transaction, and Excluded Liabilities that are
identified in the PSA,
for which you will remain responsible, and which are described as
"...environmental
liabilities existing prior to the closing date of the sale."
We note references to Rate Counsel views that (i) as a former owner of
TMI-2, you may
be liable for remediation costs under the Comprehensive Environmental
Response,
Compensation and Liability Act, if the buyer fails to meet the
environmental obligations
set out in the PSA, and (ii) as you will have continuing involvement
with an independent
manager on the TMI-2 Solutions Board overseeing decommissioning
activities, you
may have "operator, arranger, or transporter liability," if
environmental issues arise.
The NJBPU along with Rate Counsel express the view of there being
"tremendous
uncertainty" associated with decommissioning, in connection with
setting conditions on
its approval that preclude future recovery from ratepayers of any
incremental costs that
you may incur in connection with ongoing exposure.
Please explain how you have assessed your exposures relative to the
guidance in FASB
ASC 410-20-40, on derecognition, 410-30-25 and 450-20-25, on
recognition, and FASB
ASC 450-20-50-1 and 50-3 through 50-5, on disclosure, considering the
guidance in 55-
11 through 55-15, as applicable, in determining that no disclosure
would be made of the
excluded liabilities that you have retained, or of any probable or
reasonably possible
loss regarding the concerns expressed and referenced above.
In connection with the foregoing request, please describe any
accounting that is reflected
in your financial statements for the environmental liabilities
excluded from the
transaction, and explain how you have distinguished these from the
liabilities conveyed.
Please submit the PSA along with your reply and tell us of any reasons
you would not file
this agreement pursuant to Item 601(b)(10) of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Joseph Klinko at (202) 551-3824 or John Cannarella at
(202) 551-
3337 with any questions.
FirstName LastNameHyun Park Sincerely,
Comapany NameFirstEnergy Corp.
Division of
Corporation Finance
March 18, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName