FE 10-K Annual Report Dec. 31, 2018 | Alphaminr
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FE 10-K Fiscal year ended Dec. 31, 2018

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FIRSTENERGY CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

3-1 Amended Articles of Incorporation of FirstEnergy Corp., as amended January 22, 2018 (incorporated by reference to FEs Form 10-K filed February 20, 2018, Exhibit 3.1, File No. 333-21011). 3-2 FirstEnergy Corp. Amended Code of Regulations, as amended May 17, 2011 (incorporated by reference FEs Form 10-Q filed July 31, 2018, Exhibit 3, File No. 333-21011). 4-2 Officers Certificate relating to FirstEnergy Corp.s $650 million aggregate principal amount of its 2.75% Notes, Series A, due 2018 and $850 million aggregate principal amount of its 4.25% Notes, Series B, due 2023 (the Series B Notes) (incorporated by reference to FEs Form 8-K filed March 5, 2013, Exhibit 4.1, File No. 333-21011). 4-2 (a) Form of Series B Note (incorporated by reference to FEs Form 8-K filed March 5, 2013, Exhibit 4.3, File No. 333-21011). 4-4 Sixth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 4.1, File No. 333-21011). 4-4 (a) Form of First Mortgage Bonds, Collateral Series L of 2016 due 2018 (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 4.1(a), File No. 333-21011) (included in Exhibit 4-4). 4-5 Ninth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, by and between FirstEnergy Generation, LLC and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 4.2, File No. 333-21011). 4-5 (a) Form of First Mortgage Bonds, Collateral Series E of 2016 due 2018 (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 4.2(a), File No. 333-21011) (included in Exhibit 4-5). 4-6 Officers Certificate relating to FirstEnergy Corp.'s 2.85% Notes, Series A, due 2022, 3.90% Notes, Series B, due 2027 and 4.85% Notes, Series C, due 2047 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). 4-7 Form of 2.85% Note, Series A, due 2022 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). 4-8 Form of 3.90% Note, Series B, due 2027 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). 4-9 Form of 4.85% Note, Series C, due 2047 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). (B) 10-1 FirstEnergy Corp. 2007 Incentive Plan, effective May15, 2007 (incorporated by reference to FEs Form10-K filed February25, 2009, Exhibit10.1, File No.333-21011). (B) 10-2 Amendment to FirstEnergy Corp. 2007 Incentive Plan, effective January 1, 2011 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.5, File No. 333-21011). (B) 10-3 Amendment No. 2 to FirstEnergy Corp. 2007 Incentive Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-3, File No. 333-21011). (B) 10-4 FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6, File No. 333-21011). (B) 10-5 Amendment No. 1 to Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011). (B) 10-6 Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014, (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8, File No. 333-21011). (A) (B) 10-7 Amendment No. 3 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, dated January 14, 2019 and effective as of April 1, 2018. (B) 10-8 FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9, File No. 333-21011). (B) 10-9 Amendment to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011). (A) (B) 10-10 Amendment No. 2 to FirstEnergy Corp. Supplemental Executive Retirement Plan, dated January 14, 2019 and effective [as of April 1], 2018. (B) 10-11 FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11, File No. 333-21011). 10-13 Consent Decree dated March18, 2005 (incorporated by reference to FEs Form8-K filed March18, 2005, Exhibit10-1, File No. 333-21011). (B) 10-14 Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011). (B) 10-15 Amendment No. 1 to Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 27, 2014, Exhibit 10-27, File No. 333-21011). (B) 10-16 Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011). (B) 10-17 Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29, File No. 333-21011). (B) 10-18 Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30, File No. 333-21011). (B) 10-19 Form of Director and Officer Indemnification Agreement (incorporated by referenced to FEs Form 8-K filed May 16, 2018, Exhibit 10.1, File No. 333-21011). 10-20 Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FEs Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011). (B) 10-21 Form of Restricted Stock Agreement (incorporated by reference to FEs Form 10-K filed February 17, 2015, Exhibit 10-49, File No. 333-21011). (B) 10-22 FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. 333-21011). (A) (B) 10-23 Amendment No. 1 to FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated January 14, 2019 and effective [as of April 1], 2018. (B) 10-24 Performance-Earned Restricted Stock Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James F. Pearson (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.1, File No. 333-21011). (B) 10-25 FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. 333-21011). (B) 10-26 Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. 333-21011). (B) 10-27 Non-Competition and Non-Disparagement Agreement, entered into by Charles E. Jones, dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.3, File No. 333-21011). (B) 10-29 Amendment No. 1 to the FirstEnergy Corp. 2015 Incentive Compensation Plan, effective February 21, 2017 (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-51, File No. 333-21011). (B) 10-30 Form of 2016-2018 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-57, File No. 333-21011). (B) 10-31 Form of 2016-2018 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-58, File No. 333-21011). (B) 10-32 Form of 2016 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-59, File No. 333-21011). (B) 10-33 Form of 2017-2019 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-49, File No. 333-21011). (B) 10-34 Form of 2017-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-50, File No. 333-21011). (B) 10-35 Form of 2017 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-52, File No. 333-21011). (B) 10-36 Executive Severance Benefits Plan, as amended and restated as of December 20, 2016 (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 10.1, File No. 333-21011). 10-37 Credit Agreement, dated as of December 6, 2016, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the lending banks and swing line lenders identified therein (incorporated by reference to FEs Form 8-K filed December 6, 2016, Exhibit 10.1, File No. 333-21011). (A) 10-38 Amendment No. 1 to Credit Agreement, dated as of October 19, 2018, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the lending banks and swing line lenders identified therein. 10-39 Credit Agreement, dated as of December 6, 2016, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, the banks and the fronting banks identified therein (incorporated by reference to FEs Form 8-K filed December 6, 2016, Exhibit 10.2, File No. 333-21011). (A) 10-40 Amendment No. 1 to Credit Agreement, dated as of October 19, 2018, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, the banks and the fronting banks identified therein. 10-41 Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FEs Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 333-21011). (B) 10-42 FirstEnergy Solutions Corp. Replacement 2017 Long-Term Incentive Program (LTIP), effective March 6, 2017 (incorporated by reference to FE's Form 10-Q filed April 27, 2017, Exhibit 10.1, File No. 333-21011). (B) 10-43 Guarantee, dated as of February 21, 2017, by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Cash Balance Pension Restoration Plan (incorporated by reference to FEs Form 10-Q filed July27, 2017, Exhibit10.1, File No. 333-21011). 10-44 Preferred Stock Purchase Agreement, dated January 22, 2018, among FirstEnergy Corp. and the Preferred Investors (incorporated by reference to FEs Form 8-K filed January 22, 2018, Exhibit 10.1, File No. 333-21011). 10-45 Common Stock Purchase Agreement, dated January 22, 2018, among FirstEnergy Corp. and ZP Master Utility Fund, Ltd., P Zimmer, Ltd., ZP Energy Fund, L.P. and ZP Master Energy Fund, L.P. (incorporated by reference to FEs Form 8-K filed January 22, 2018, Exhibit 10.2, File No. 333-21011). (B) 10-46 Form of 2018-2020 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-K filed February 20, 2018, Exhibit 10-56, File No. 333-21011). (B) 10-47 Form of 2018-2020 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-K filed February 20, 2018, Exhibit 10-57, File No. 333-21011). (B) 10-48 Form of 2018 Restricted Stock Award Agreement (incorporated by reference to FEs Form 10-K filed February 20, 2018, Exhibit 10-58, File No. 333-21011). (B) 10-49 FirstEnergy Solutions Corp. 2016 Key Employee Retention Plan, effective December 1, 2016 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.3, File No. 333-21011). (B) 10-50 Amendment to FirstEnergy Solutions Corp. 2016 Key Employee Retention Plan, effective March 23, 2017 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.4, File No. 333-21011). (B) 10-51 Second Amendment to FirstEnergy Solutions Corp. 2016 Key Employee Retention Plan, effective December 1, 2017 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.5, File No. 333-21011). (B) 10-52 Form of FirstEnergy Solutions Corp. Retention Agreement (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.6, File No. 333-21011). (B) 10-53 FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Plan, effective December 1, 2016 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.7, File No. 333-21011). (B) 10-54 Amendment to FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Plan, effective March 23, 2017 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.8, File No. 333-21011). (B) 10-55 Second Amendment to FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Plan, effective December 1, 2017 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.9, File No. 333-21011). (B) 10-56 Form of FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Agreement (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.10, File No. 333-21011). (B) 10-57 FirstEnergy Nuclear Operating Company Replacement 2017 Long-Term Incentive Program (LTIP), effective March 6, 2017 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.11, File No. 333-21011). (B) 10-58 Form of 2018-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.12, File No. 333-21011). (B) 10-59 FirstEnergy Solutions Corp. 2018 Annual Incentive Program, effective February 19, 2018 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.13, File No. 333-21011). (B) 10-60 FirstEnergy Solutions Corp. Amended and Restated 2018 Annual Incentive Program (AIP), effective March 28, 2018 (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.14, File No. 333-21011). (B) 10-61 Executive Voluntary Enhanced Retirement Program (incorporated by reference to FEs Form 8-K filed July 23, 2018, Exhibit 10.1, File No. 333-21011). 10-62 Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad Hoc Noteholders Group, the Bruce Mansfield Certificateholders Group and the Committee (in each case, as defined therein) (incorporated by reference to FEs Form 8-K filed August 27, 2018, Exhibit 10.1, File No. 333-21011). (A) 10-63 Term Loan Credit Agreement, dated as of October 19, 2018, among FirstEnergy Corp., the banks named therein and JPMorgan Chase Bank, N.A., as Administrative Agent. (A) 10-64 Term Loan Credit Agreement, dated as of October 19, 2018, among FirstEnergy Corp., the banks named therein and Bank of Nova Scotia, as Administrative Agent. (B) 10-65 FirstEnergy Solutions Corp. Voluntary Enhanced Retirement Option, effective as of January 2, 2019 (incorporated by referenced to FEs Form 8-K filed November 11, 2018, Exhibit 10.1, File No. 333-21011). (B) 10-66 FirstEnergy Solutions Corp. 2019 Annual Incentive Program (incorporated by referenced to FEs Form 8-K filed December 4, 2018, Exhibit 10.1, File No. 333-21011). (A) (B) 10-67 Form of 2019-2021 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement. (A) (B) 10-68 Form of 2019-2021 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement. (A) (B) 10-69 Form of 2019 Restricted Stock Award Agreement. (A) 21 List of Subsidiaries of the Registrant at December31, 2018. (A) 23 Consent of Independent Registered Public Accounting Firm. (A) 31-1 Certification of chief executive officer, pursuant to Rule13a-14(a). (A) 31-2 Certification of chief financial officer, pursuant to Rule13a-14(a). (A) 32 Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. 1350.