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Section 1: 10-Q (10-Q)

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

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

For the quarterly period ended September 30, 2018

OR

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

For the transition period from ___________________ to ___________________
Commission
 
Registrant; State of Incorporation;
 
I.R.S. Employer
File Number
 
Address; and Telephone Number
 
Identification No.
 
 
 
 
 
333-21011
 
FIRSTENERGY CORP.
 
34-1843785
 
 
(An Ohio Corporation)
 
 
 
 
76 South Main Street
 
 
 
 
Akron, OH 44308
 
 
 
 
Telephone (800)736-3402
 
 
 
 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
 
 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes þ No o

 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Filer þ
 
 
 
Accelerated Filer o
 
 
 
Non-accelerated Filer o
 
 
 
Smaller Reporting Company o
 
 
 
Emerging Growth Company o
 

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 standard 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 Exchange Act).
Yes o No þ
 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
 
 
OUTSTANDING
CLASS
 
AS OF SEPTEMBER 30, 2018
FirstEnergy Corp., $0.10 par value
 
511,445,350

FirstEnergy Web Site and Other Social Media Sites and Applications

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

These SEC filings are posted on the web site as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Additionally, FirstEnergy routinely posts additional important information, including press releases, investor presentations and notices of upcoming events under the "Investors" section of FirstEnergy’s web site and recognizes FirstEnergy’s web site 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 web site by signing up for email alerts and RSS feeds on the "Investors" page of FirstEnergy's web site. 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 web site, Twitter® handle or Facebook® page, and any corresponding applications of those sites, shall not be deemed incorporated into, or to be part of, this report.
 





Forward-Looking Statements: This Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. 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 statements 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 (see Glossary of Terms for definitions of capitalized terms):

The ability to successfully execute an exit of commodity-based generation that minimizes cash outflows and associated liabilities, including, without limitation, the losses, guarantees, claims and other obligations of FirstEnergy as such relate to the entities previously consolidated into FirstEnergy, including FES and FENOC, which have filed for bankruptcy protection.
The risks that conditions to the definitive settlement agreement with respect to the FES Bankruptcy may not be met or that the settlement agreement may not be otherwise consummated, and if so, the potential for litigation and payment demands against FirstEnergy by FES, FENOC or their creditors.
The risks associated with the FES Bankruptcy that could adversely affect FirstEnergy, its liquidity or results of operations.
The accomplishment of our regulatory and operational goals in connection with our transmission and distribution investment plans.
Changes in assumptions regarding economic conditions within our territories, assessment of the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities.
The ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, our strategy to operate as a fully regulated business and to grow the Regulated Distribution and Regulated Transmission segments to continue to reduce costs through FE Tomorrow and other initiatives and to improve our credit metrics and strengthen our balance sheet.
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings.
The uncertainties associated with the sale, transfer or deactivation of our remaining commodity-based generating units, including the impact on vendor commitments, and as it relates to the reliability of the transmission grid, the timing thereof.
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.
Changes in customers' demand for power, including, but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates.
Economic and weather conditions affecting future sales, margins and operations, such as significant weather events, and all associated regulatory events or actions.
Changes in national and regional economic conditions affecting FirstEnergy and/or our major industrial and commercial customers, and other counterparties with which we do business.
The impact of labor disruptions by our unionized workforce.
The risks associated with cyber-attacks and other disruptions to our information technology system that may compromise our generation, transmission and/or distribution services and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks.
The impact of the regulatory process and resulting outcomes on the matters at the federal level and in the various states in which we do business, including, but not limited to, matters related to rates.
The impact of the federal regulatory process on FERC-regulated entities and transactions, in particular FERC regulation of PJM wholesale energy and capacity markets and cost-of-service rates, as well as FERC’s compliance and enforcement activity, including compliance and enforcement activity related to NERC’s mandatory reliability standards.
The uncertainties of various cost recovery and cost allocation issues resulting from ATSI's realignment into PJM.
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.
Other legislative and regulatory changes, including the federal administration's required review and potential revision of environmental requirements, including, but not limited to, the effects of the EPA's CPP, CCR, and CSAPR programs, including our estimated costs of compliance, CWA waste water effluent limitations for power plants, and CWA 316(b) water intake regulation.
Changing market conditions that could affect the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, and cause us and/or our subsidiaries to make additional contributions sooner, or in amounts that are larger, than currently anticipated.
The impact of changes to significant accounting policies.
The impact of any changes in tax laws or regulations, including the Tax Act, or adverse tax audit results or rulings.
The ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and our subsidiaries.




Actions that may be taken by credit rating agencies that could negatively affect us and/or our subsidiaries’ access to financing, increase the costs thereof, LOCs and other financial guarantees, and the impact of these events on the financial condition and liquidity of FE and/or its subsidiaries.
Issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business.
The risks and other factors discussed from time to time in our SEC filings, and other similar factors.

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

These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy’s filings with the SEC, including but not limited to this Quarterly Report on Form 10-Q, which risk factors supersede and replace the risk factors contained in the Annual Report on Form 10-K and previous Quarterly Reports on Form 10-Q, and any subsequent Current Reports on Form 8-K. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy's business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.








TABLE OF CONTENTS
 
Page
 
 
Part I. Financial Information
 
 
 
 
 
Item 1. Financial Statements
 
 
 
 
 
 
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 3. Defaults Upon Senior Securities
 
 
Item 4. Mine Safety Disclosures
 
 
Item 5. Other Information
 
 


i



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

AE
Allegheny Energy, Inc., a Maryland utility holding company that merged with a subsidiary of FirstEnergy on February 25, 2011, which subsequently merged with and into FE on January 1, 2014
AESC
Allegheny Energy Service Corporation, a subsidiary of FirstEnergy Corp.
AE Supply
Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary of FE
AGC
Allegheny Generating Company, formerly a generation subsidiary of AE Supply that became a subsidiary of MP in May 2018
ATSI
American Transmission Systems, Incorporated, formerly a direct subsidiary of FE that became a subsidiary of FET in April 2012, which owns and operates transmission facilities
BSPC
Bay Shore Power Company
CEI
The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
CES
Competitive Energy Services, formerly a reportable operating segment of FirstEnergy
FE
FirstEnergy Corp., a public utility holding company
FENOC
FirstEnergy Nuclear Operating Company, a subsidiary of FE, which operates NG's nuclear generating facilities
FES
FirstEnergy Solutions Corp., together with its consolidated subsidiaries, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage L.L.C. and FGMUC, which provides unregulated energy-related products and services
FES Debtors
FES and FENOC
FESC
FirstEnergy Service Company, which provides legal, financial and other corporate support services
FET
FirstEnergy Transmission, LLC, formerly known as Allegheny Energy Transmission, LLC, which is the parent of ATSI, TrAIL and MAIT, and has a joint venture in PATH
FEV
FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
FG
FirstEnergy Generation, LLC, a wholly owned subsidiary of FES, which owns and operates non-nuclear generating facilities
FGMUC
FirstEnergy Generation Mansfield Unit 1 Corp., a wholly owned subsidiary of FG, which has certain leasehold interests in a portion of Unit 1 at the Bruce Mansfield plant
FirstEnergy
FirstEnergy Corp., together with its consolidated subsidiaries
Global Holding
Global Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC
Global Rail
Global Rail Group, LLC, a subsidiary of Global Holding that owns coal transportation operations near Roundup, Montana
GPU
GPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001
JCP&L
Jersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
MAIT
Mid-Atlantic Interstate Transmission, LLC, a subsidiary of FET, which owns and operates transmission facilities
ME
Metropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
MP
Monongahela Power Company, a West Virginia electric utility operating subsidiary
NG
FirstEnergy Nuclear Generation, LLC, a wholly owned subsidiary of FES, which owns nuclear generating facilities
OE
Ohio Edison Company, an Ohio electric utility operating subsidiary
Ohio Companies
CEI, OE and TE
PATH
Potomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP
PATH-Allegheny
PATH Allegheny Transmission Company, LLC
PATH-WV
PATH West Virginia Transmission Company, LLC
PE
The Potomac Edison Company, a Maryland and West Virginia electric utility operating subsidiary
Penn
Pennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
Pennsylvania Companies
ME, PN, Penn and WP
PN
Pennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
Signal Peak
Signal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana
TE
The Toledo Edison Company, an Ohio electric utility operating subsidiary
TrAIL
Trans-Allegheny Interstate Line Company, a subsidiary of FET, which owns and operates transmission facilities
Utilities
OE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP
WP
West Penn Power Company, a Pennsylvania electric utility operating subsidiary
 
 
 
 
The following abbreviations and acronyms are used to identify frequently used terms in this report:
AAA
American Arbitration Association

ii



GLOSSARY OF TERMS, Continued

ACE
Affordable Clean Energy
ADIT
Accumulated Deferred Income Taxes
AEP
American Electric Power Company, Inc.
AFS
Available-for-sale
AFUDC
Allowance for Funds Used During Construction
ALJ
Administrative Law Judge
AOCI
Accumulated Other Comprehensive Income
ARO
Asset Retirement Obligation
ARP
Alternative Revenue Program
ARR
Auction Revenue Right
ASC
Accounting Standard Codification
ASU
Accounting Standards Update
Bankruptcy Court
U.S. Bankruptcy Court in the Northern District of Ohio in Akron
BGS
Basic Generation Service
BNSF
BNSF Railway Company
BRA
PJM Reliability Pricing Model Base Residual Auction
CAA
Clean Air Act
CCR
Coal Combustion Residuals
CERCLA
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
CFR
Code of Federal Regulations
CO2
Carbon Dioxide
CPP
EPA's Clean Power Plan
CSAPR
Cross-State Air Pollution Rule
CSX
CSX Transportation, Inc.
CTA
Consolidated Tax Adjustment
CWA
Clean Water Act
D.C. Circuit
United States Court of Appeals for the District of Columbia Circuit
DCR
Delivery Capital Recovery
DMR
Distribution Modernization Rider
DOE
United States Department of Energy
DPM
Distribution Platform Modernization
DR
Demand Response
DSIC
Distribution System Improvement Charge
DSP
Default Service Plan
EDC
Electric Distribution Company
EDCP
Executive Deferred Compensation Plan
EE&C
Energy Efficiency and Conservation
EGS
Electric Generation Supplier
EGU
Electric Generation Units
EKPC
East Kentucky Power Cooperative, Inc.
ELPC
Environmental Law & Policy Center
EmPOWER Maryland
EmPOWER Maryland Energy Efficiency Act
ENEC
Expanded Net Energy Cost
EPA
United States Environmental Protection Agency
EPS
Earnings per Share
ERO
Electric Reliability Organization
ESP IV
Electric Security Plan IV
ESP IV PPA
Unit 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.
FASB
Financial Accounting Standards Board
FERC
Federal Energy Regulatory Commission

iii



GLOSSARY OF TERMS, Continued

FE Tomorrow
FirstEnergy'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
FES Bankruptcy
Voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court by the FES Debtors.
Fitch
Fitch Ratings
FMB
First Mortgage Bond
FPA
Federal Power Act
FRR
Fixed Resource Requirement
FTR
Financial Transmission Right
GAAP
Accounting Principles Generally Accepted in the United States of America
GHG
Greenhouse Gases
HCl
Hydrochloric Acid
ICE
Intercontinental Exchange, Inc.
IIP
Infrastructure Investment Program
IRP
Integrated Resource Plan
IRS
Internal Revenue Service
ISO
Independent System Operator
JCP&L Reliability Plus
JCP&L Reliability Plus Infrastructure Investment Program
kV
Kilovolt
KWH
Kilowatt-hour
LBR
Little Blue Run
LIBOR
London Interbank Offered Rate
LOC
Letter of Credit
LS Power
LS Power Equity Partners III, LP
LSE
Load Serving Entity
LTIIPs
Long-Term Infrastructure Improvement Plans
MATS
Mercury and Air Toxics Standards
MDPSC
Maryland Public Service Commission
MGP
Manufactured Gas Plants
MISO
Midcontinent Independent System Operator, Inc.
MLP
Master Limited Partnership
mmBTU
Million British Thermal Units
Moody’s
Moody’s Investors Service, Inc.
MOPR
Minimum Offer Price Rule
MVP
Multi-Value Project
MW
Megawatt
MWH
Megawatt-hour
NAAQS
National Ambient Air Quality Standards
NDT
Nuclear Decommissioning Trust
NERC
North American Electric Reliability Corporation
NJAPA
New Jersey Administrative Procedure Act
NJBPU
New Jersey Board of Public Utilities
NOAC
Northwest Ohio Aggregation Coalition
NOL
Net Operating Loss
NOPR
Notice of Proposed Rulemaking
NOV
Notice of Violation
NOx
Nitrogen Oxide
NPDES
National Pollutant Discharge Elimination System
NRC
Nuclear Regulatory Commission
NSR
New Source Review
NUG
Non-Utility Generation
NYPSC
New York State Public Service Commission

iv



GLOSSARY OF TERMS, Continued

OCA
Office of Consumer Advocate
OCC
Ohio Consumers' Counsel
OMAEG
Ohio Manufacturers' Association Energy Group
OPEB
Other Post-Employment Benefits
OPIC
Other Paid-in Capital
ORC
Ohio Revised Code
OTTI
Other Than Temporary Impairments
OVEC
Ohio Valley Electric Corporation
PA DEP
Pennsylvania Department of Environmental Protection
PCB
Polychlorinated Biphenyl
PCRB
Pollution Control Revenue Bond
PJM
PJM Interconnection, L.L.C.
PJM Region
The aggregate of the zones within PJM
PJM Tariff
PJM Open Access Transmission Tariff
PM
Particulate Matter
POLR
Provider of Last Resort
POR
Purchase of Receivables
PPA
Purchase Power Agreement
PPB
Parts Per Billion
PPUC
Pennsylvania Public Utility Commission
PSA
Power Supply Agreement
PSD
Prevention of Significant Deterioration
PUCO
Public Utilities Commission of Ohio
PURPA
Public Utility Regulatory Policies Act of 1978
RCRA
Resource Conservation and Recovery Act
REC
Renewable Energy Credit
Regulation FD
Regulation Fair Disclosure promulgated by the SEC
REIT
Real Estate Investment Trust
RFC
ReliabilityFirst Corporation
RFP
Request for Proposal
RGGI
Regional Greenhouse Gas Initiative
ROE
Return on Equity
RRS
Retail Rate Stability
RSS
Rich Site Summary
RTEP
Regional Transmission Expansion Plan
RTO
Regional Transmission Organization
RWG
Restructuring Working Group
S&P
Standard & Poor’s Ratings Service
SB310
Substitute Ohio Senate Bill No. 310
SBC
Societal Benefits Charge
SEC
United States Securities and Exchange Commission
Seventh Circuit
United States Court of Appeals for the Seventh Circuit
SIP
State Implementation Plan(s) Under the Clean Air Act
SO2
Sulfur Dioxide
Sixth Circuit
United States Court of Appeals for the Sixth Circuit
SOS
Standard Offer Service
SPE
Special Purpose Entity
SREC
Solar Renewable Energy Credit
SSO
Standard Service Offer
Tax Act
Tax Cuts and Jobs Act, adopted December 22, 2017
TDS
Total Dissolved Solid
TMI-2
Three Mile Island Unit 2

v



GLOSSARY OF TERMS, Continued

TO
Transmission Owner
Twitter®
Twitter is a registered trademark of Twitter, Inc.
UCC
Official committee of unsecured creditors appointed in connection with the FES Bankruptcy
VIE
Variable Interest Entity
VSCC
Virginia State Corporation Commission
WVDEP
West Virginia Department of Environmental Protection
WVPSC
Public Service Commission of West Virginia
 

vi



PART I. FINANCIAL INFORMATION

ITEM I.         Financial Statements

FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)

 

For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
(In millions, except per share amounts)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
Distribution services and retail generation
 
$
2,463

 
$
2,334

 
$
6,807

 
$
6,558

Transmission
 
341

 
337

 
996

 
968

Other
 
260

 
239

 
748

 
721

Total revenues(1)
 
3,064

 
2,910

 
8,551


8,247

 
 
 
 
 
 





OPERATING EXPENSES:
 
 
 
 
 





Fuel
 
137

 
126

 
404


396

Purchased power
 
876

 
774

 
2,393


2,215

Other operating expenses
 
739

 
652

 
2,363


1,958

Provision for depreciation
 
283

 
261

 
843


765

Amortization (deferral) of regulatory assets, net
 
67

 
113

 
(188
)

274

General taxes
 
252

 
238

 
746


703

Impairment of assets
 

 
13

 

 
13

Total operating expenses
 
2,354

 
2,177

 
6,561


6,324

 
 
 
 
 
 





OPERATING INCOME
 
710

 
733

 
1,990


1,923

 
 
 
 
 
 





OTHER INCOME (EXPENSE):
 
 
 
 
 





Miscellaneous income, net
 
49

 
19

 
164

 
44

Interest expense
 
(255
)
 
(262
)
 
(858
)

(751
)
Capitalized financing costs
 
16

 
13

 
47


39

Total other expense
 
(190
)
 
(230
)
 
(647
)

(668
)
 
 
 
 
 
 





INCOME BEFORE INCOME TAXES
 
520

 
503

 
1,343


1,255

 
 
 
 
 
 





INCOME TAXES
 
133

 
202

 
503


483

 
 
 
 
 
 





INCOME FROM CONTINUING OPERATIONS
 
387

 
301

 
840


772

 
 
 
 
 
 





Discontinued operations (Note 3)(2) 
 
(845
)
 
95

 
370


3

 
 
 
 
 
 





NET INCOME (LOSS)
 
$
(458
)
 
$
396

 
$
1,210


$
775

 
 
 
 
 
 
 
 
 
INCOME ALLOCATED TO PREFERRED STOCKHOLDERS (Note 4)
 
54

 

 
357

 

 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
(512
)
 
$
396

 
$
853

 
$
775

 
 
 
 
 
 





EARNINGS PER SHARE OF COMMON STOCK (Note 4):
 
 
 
 
 





Basic - Continuing Operations
 
$
0.66

 
$
0.68

 
$
1.00


$
1.74

Basic - Discontinued Operations
 
(1.68
)
 
0.21

 
0.76


0.01

Basic - Net Income (Loss) Attributable to Common Stockholders
 
$
(1.02
)
 
$
0.89

 
$
1.76


$
1.75

 
 
 
 
 
 





Diluted - Continuing Operations
 
$
0.66

 
$
0.68

 
$
0.99


$
1.73

Diluted - Discontinued Operations
 
(1.68
)
 
0.21

 
0.76


0.01

Diluted - Net Income (Loss) Attributable to Common Stockholders
 
$
(1.02
)
 
$
0.89

 
$
1.75


$
1.74

 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
 
 
 
 
 
 
 
 
Basic
 
503

 
444

 
485

 
444

Diluted
 
505

 
446

 
487

 
445

 
 
 
 
 
 
 
 
 
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK
 
$
0.72

 
$
0.72

 
$
1.44

 
$
1.44


(1) Includes excise tax collections of $104 million and $102 million in the three months ended September 30, 2018 and 2017, respectively, and $293 million in the nine months ended September 30, 2018 and 2017.

(2) Net of income tax expense (benefit) of $(354) million and $37 million for the three months ended September 30, 2018 and 2017, respectively, and income tax benefits of $(1.3) billion and $(1) million for the nine months ended September 30, 2018 and 2017, respectively.

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


1



FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
(In millions)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS)
 
$
(458
)
 
$
396

 
$
1,210

 
$
775

 
 
 
 
 
 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME (LOSS):
 
 

 
 

 
 
 
 
 
Pension and OPEB prior service costs
 
(18
)
 
(19
)
 
(55
)
 
(55
)
 
Amortized losses on derivative hedges
 
2

 
4

 
19

 
8

 
Change in unrealized gains on available-for-sale securities
 

 
(6
)
 
(106
)
 
8

 
Other comprehensive loss
 
(16
)
 
(21
)
 
(142
)
 
(39
)
 
Income tax benefits on other comprehensive loss
 
(4
)
 
(9
)
 
(61
)
 
(16
)
 
Other comprehensive loss, net of tax
 
(12
)
 
(12
)
 
(81
)
 
(23
)
 
 
 
 
 
 
 
 
 
 
 
COMPREHENSIVE INCOME (LOSS)
 
$
(470
)
 
$
384

 
$
1,129

 
$
752

 
 
 
 
 
 
 
 
 
 
 

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



2



FIRSTENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share amounts)
 
September 30,
2018
 
December 31,
2017
ASSETS
 
 

 
 

CURRENT ASSETS:
 
 

 
 

Cash and cash equivalents
 
$
436

 
$
588

Restricted cash
 
51

 
51

Receivables-
 
 

 
 
Customers, net of allowance for uncollectible accounts of $49 in 2018 and 2017
 
1,317

 
1,282

Other, net of allowance for uncollectible accounts of $2 in 2018 and $1 in 2017
 
299

 
170

Materials and supplies, at average cost
 
240

 
236

Prepaid taxes and other
 
236

 
151

Current assets - discontinued operations
 
17

 
632

 
 
2,596

 
3,110

PROPERTY, PLANT AND EQUIPMENT:
 
 

 
 

In service
 
38,585

 
37,113

Less — Accumulated provision for depreciation
 
10,468

 
10,011

 
 
28,117

 
27,102

Construction work in progress
 
1,290

 
999

 
 
29,407

 
28,101

 
 
 
 
 
PROPERTY, PLANT AND EQUIPMENT, NET - DISCONTINUED OPERATIONS
 

 
1,132

 
 
 
 
 
INVESTMENTS:
 
 

 
 

Nuclear plant decommissioning trusts
 
822

 
822

Nuclear fuel disposal trust
 
253

 
251

Other
 
254

 
255

Investments - discontinued operations
 

 
1,875

 
 
1,329

 
3,203

DEFERRED CHARGES AND OTHER ASSETS:
 
 

 
 

Goodwill
 
5,618

 
5,618

Regulatory assets
 
80

 
40

Other
 
413

 
697

Deferred charges and other assets - discontinued operations
 

 
356

 
 
6,111

 
6,711

 
 
$
39,443

 
$
42,257

LIABILITIES AND CAPITALIZATION
 
 

 
 

CURRENT LIABILITIES:
 
 

 
 

Currently payable long-term debt
 
$
1,128

 
$
558

Short-term borrowings
 
1,700

 
300

Accounts payable
 
997

 
827

Accounts payable - affiliated companies
 
107

 

Accrued taxes
 
529

 
533

Accrued compensation and benefits
 
300

 
257

Collateral
 
27

 
39

Other
 
1,012

 
621

Current liabilities - discontinued operations
 

 
978

 
 
5,800

 
4,113

CAPITALIZATION:
 
 

 
 

Stockholders’ equity-
 
 

 
 

Common stock, $0.10 par value, authorized 700,000,000 shares - 511,445,350 and 445,334,111 shares outstanding as of September 30, 2018 and December 31, 2017, respectively
 
51

 
44

Preferred stock, $100 par value, authorized 5,000,000 shares, of which 1,616,000 are designated Series A Convertible Preferred - 704,589 shares outstanding as of September 30, 2018
 
70

 

Other paid-in capital
 
11,708

 
10,001

Accumulated other comprehensive income
 
61

 
142

Accumulated deficit
 
(5,017
)
 
(6,262
)
Total stockholders’ equity
 
6,873

 
3,925

Long-term debt and other long-term obligations
 
16,608

 
18,687

 
 
23,481

 
22,612

NONCURRENT LIABILITIES:
 
 

 
 

Accumulated deferred income taxes
 
2,427

 
3,171

Retirement benefits
 
2,742

 
3,975

Regulatory liabilities
 
2,673

 
2,720

Asset retirement obligations
 
630

 
570

Adverse power contract liability
 
99

 
130

Other
 
1,591

 
1,438

Noncurrent liabilities - discontinued operations
 

 
3,528

 
 
10,162

 
15,532

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 14)
 


 


 
 
$
39,443

 
$
42,257


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


3



FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
For the Nine Months Ended September 30,
(In millions)
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
1,210

 
$
775

Adjustments to reconcile net income to net cash from operating activities-
 
 
 
 
Gain on disposal, net of tax (Note 3)
 
(405
)
 

Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs
 
1,003

 
1,307

Deferred income taxes and investment tax credits, net
 
462

 
453

Impairment of assets and related charges
 

 
162

Retirement benefits, net of payments
 
(113
)
 
28

Pension trust contributions
 
(1,250
)
 

Unrealized (gain) loss on derivative transactions
 
(5
)
 
64

Changes in current assets and liabilities-
 
 
 
 
Receivables
 
(254
)
 
73

Materials and supplies
 
43

 
(6
)
Prepaid taxes and other
 
(114
)
 
(41
)
Accounts payable
 
125

 
(22
)
Accrued taxes
 
(125
)
 
(161
)
Accrued compensation and benefits
 
(19
)
 
(54
)
Other current liabilities
 
(140
)
 
13

Collateral, net
 
(21
)
 
19

Other
 
161

 
152

Net cash provided from operating activities
 
558

 
2,762

 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
New Financing-
 
 
 
 
Long-term debt
 
624

 
4,050

Short-term borrowings, net
 
1,400

 

   Preferred stock issuance
 
1,616

 

   Common stock issuance
 
850

 

Redemptions and Repayments-
 
 
 
 
Long-term debt
 
(2,278
)
 
(1,711
)
Short-term borrowings, net
 

 
(2,175
)
Make-whole premiums paid on debt redemptions
 
(89
)
 

Preferred stock dividend payments
 
(52
)
 

Common stock dividend payments
 
(527
)
 
(478
)
Other
 
(21
)
 
(67
)
Net cash provided from (used for) financing activities
 
1,523

 
(381
)
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Property additions
 
(1,942
)
 
(1,847
)
Nuclear fuel
 

 
(156
)
Proceeds from asset sales
 
419

 

Sales of investment securities held in trusts
 
736

 
1,923

Purchases of investment securities held in trusts
 
(780
)
 
(1,995
)
Notes receivable from affiliated companies
 
(500
)
 

Asset removal costs
 
(171
)
 
(130
)
Other
 
1

 
(1
)
Net cash used for investing activities
 
(2,237
)
 
(2,206
)
 
 
 
 
 
Net change in cash and cash equivalents and restricted cash
 
(156
)
 
175

Cash, cash equivalents and restricted cash at beginning of period
 
643

 
260

Cash, cash equivalents and restricted cash at end of period
 
$
487

 
$
435

 
 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
Non-cash transaction, beneficial conversion feature (Note 4)
 
$
296

 
$

Non-cash transaction, deemed dividend preferred stock (Note 4)
 
$
(296
)
 
$


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



4



FIRSTENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note
Number
 
Page
Number
 
 
 
 
 
 
2
Revenue
 
 
 
3
Discontinued Operations
 
 
 
4
Earnings Per Share of Common Stock
 
 
 
5
 
 
 
6
Accumulated Other Comprehensive Income
 
 
 
7
Income Taxes
 
 
 
8
Variable Interest Entities
 
 
 
9
Fair Value Measurements
 
 
 
10
Derivative Instruments
 
 
 
11
Capitalization
 
 
 
12
Asset Retirement Obligations
 
 
 
13
Regulatory Matters
 
 
 
14
Commitments, Guarantees and Contingencies
 
 
 
15
Segment Information
 
 
 



5



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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, PE, WP, FET and its principal subsidiaries (ATSI, MAIT and TrAIL), and AESC. In addition, FE holds all of the outstanding equity of other direct subsidiaries including: FirstEnergy Properties, Inc., FEV, FELHC, Inc., GPU Nuclear, Inc., and Allegheny Ventures, Inc.

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. Additionally, its regulated generation subsidiaries control 3,790 MWs of capacity and AE Supply controls 1,367 MWs of capacity (1,300 MWs related to the Pleasants Power Station).
These interim financial statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2017.

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 accompanying interim financial statements are unaudited, but reflect all adjustments, consisting of normal recurring adjustments, that, in the opinion of management, are necessary for a fair statement of the financial statements. 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 Note 8, "Variable Interest Entities"). Investments in affiliates over which FE and its subsidiaries have the ability to exercise significant influence, but do not have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage of FE's ownership share of the entity’s earnings is reported in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

Certain prior year amounts have been reclassified to conform to the current year presentation, as discussed in "New Accounting Pronouncements" and Note 3, "Discontinued Operations."

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 zero. FE concluded that in connection with the disposal, FES and FENOC became discontinued operations. In connection with the disposal, FE recorded a gain on deconsolidation (net of taxes) of approximately $1.2 billion in the first quarter of 2018. See Note 3, "Discontinued Operations," for additional information.

On April 23, 2018, FirstEnergy and two groups of key FES creditors (collectively, 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. The FES Debtors and the UCC subsequently joined settlement discussions with FirstEnergy and the FES Key Creditor Groups. On August 26, 2018, FirstEnergy, the FES Key Creditor Groups, the FES Debtors and the UCC entered into a definitive settlement agreement which was approved by order of the Bankruptcy Court on September 26, 2018. The settlement agreement includes the following terms, among others:


6



FE will pay certain pre-petition FES and FENOC employee-related obligations, which include unfunded pension obligations and other employee benefits, and provides for the waiver of all pre-petition claims (other than those claims under the Tax Allocation Agreement for the 2018 tax year) 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/CSX rail settlement guarantee, and the FES Debtors' unfunded pension obligations, all of which were previously accounted for in the first quarter of 2018 gain on deconsolidation.
The full release of all claims against FirstEnergy by the FES Debtors and their creditors.
A $225 million cash payment from FirstEnergy.
A $628 million aggregate principal amount note issuance by FirstEnergy to the FES Debtors, 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.
Transfer of the Pleasants Power Station and related assets to FES or its designee for the benefit of FES’ creditors, which resulted in a pre-tax charge of $43 million in the third quarter of 2018, and a requirement that FE continue to provide FES access to the McElroy's Run CCR Impoundment Facility, which is not being transferred. Prior to transfer and beginning no later than January 1, 2019, FES will acquire the economic interests in Pleasants and AE Supply will operate Pleasants until the transfer. FE will provide certain guarantees for retained environmental liabilities of AE Supply, including the McElroy’s Run CCR Impoundment Facility.
FirstEnergy agrees to waive all pre-petition claims related to shared services and credit nine-months of the FES Debtors' shared service costs beginning as of April 1, 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.
FirstEnergy agrees to fund through its pension plan a pension enhancement, subject to a cap, should FES offer a voluntary enhanced retirement package in 2019 and to offer certain other employee benefits.
FirstEnergy agrees to perform under the Intracompany 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 (of which approximately $20 million has been paid through September 30, 2018).

FirstEnergy has determined a loss is probable with respect to the FES Bankruptcy and recorded a pre-tax charge in the third quarter of 2018 of $1.2 billion within Discontinued Operations, which reflects the current estimate of the commitments and payments under the settlement agreement.
The settlement agreement remains subject to satisfaction of the conditions set forth therein, most notably the issuance of a final order by the Bankruptcy Court approving the plan or plans of reorganization for the FES Debtors that are acceptable to FirstEnergy consistent with the requirements of the settlement agreement. There can be no assurance that such conditions will be satisfied or the 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 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 has been 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.
Capitalized Financing Costs

For each of the three months ended September 30, 2018 and 2017, capitalized financing costs on FirstEnergy's Consolidated Statements of Income (Loss) include $11 million and $8 million, respectively, of allowance for equity funds used during construction and $5 million of capitalized interest. For each of the nine months ended September 30, 2018 and 2017, capitalized financing costs on FirstEnergy's Consolidated Statements of Income (Loss) include $33 million and $25 million, respectively, of allowance for equity funds used during construction and $14 million of capitalized interest.

Restricted Cash

Restricted cash primarily relates to the consolidated VIE's discussed in Note 8, "Variable Interest Entities." The cash collected from JCP&L, MP, PE and the Ohio Companies' customers is used to service debt of their respective funding companies.

Goodwill

FirstEnergy evaluates goodwill for impairment annually on July 31 and more frequently if indicators of impairment arise. For 2018, 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 value of these reporting units was, more likely than not, greater than their carrying value and a quantitative analysis was not necessary.



7



New Accounting Pronouncements

Recently Adopted Pronouncements

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 evaluated its revenues and the new guidance had immaterial impacts to 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 did not record a cumulative effect 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 were implemented. See Note 2, "Revenue," for additional information on FirstEnergy's revenues.

ASU 2016-01, "Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" (Issued January 2016 and subsequently updated in 2018): ASU 2016-01 primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. FirstEnergy adopted this standard on January 1, 2018, and recognizes 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 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 this standard, FirstEnergy recorded a pre-tax cumulative effect adjustment to retained earnings of $115 million on January 1, 2018, representing unrealized gains on equity securities with FES NDTs that were previously recorded to AOCI. Following deconsolidation of the FES Debtors, the adoption of this standard is not expected to have a material impact on FirstEnergy's financial statements as the majority of its equity securities are offset against a regulatory asset or liability.

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. As a result of adopting this standard, FirstEnergy's statement of cash flows reports changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Prior periods have been recast to conform to the current year presentation.

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. FirstEnergy adopted ASU 2017-01 on January 1, 2018. The ASU will be applied prospectively to future transactions.

ASU 2017-04, "Goodwill Impairment" (Issued January 2017): ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the current test, which requires calculation of a hypothetical purchase price allocation. Under the revised guidance, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill (currently Step 1 of the two-step impairment test). Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. FirstEnergy has elected to early adopt ASU 2017-04 as of January 1, 2018, and will apply this standard on a prospective basis.
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. In addition, only service costs are eligible for capitalization on a prospective basis. FirstEnergy adopted ASU 2017-07 on January 1, 2018. Because the non-service cost components of net benefit cost are no longer eligible for capitalization after December 31, 2017, FirstEnergy has recognized these components in income as a result of adopting this standard. FirstEnergy reclassified approximately $7 million and $23 million of non-service costs from Other operating expenses to Miscellaneous income, net, for the three and nine months ended September 30, 2017, respectively.

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. FirstEnergy early adopted this standard during the first quarter of 2018 and has elected to present the change in the period of adoption. Upon adoption, FirstEnergy recorded a $22 million cumulative effect adjustment for stranded tax effects, such as pension and OPEB prior service costs and losses on derivative hedges, to retained earnings on January 1, 2018, of which $8 million was related to the FES Debtors.

ASU 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118" (Issued March 2018): ASU 2018-05, effective 2018, expands income tax accounting and disclosure guidance to include SAB 118 issued by the SEC in December 2017. SAB 118 provides guidance on accounting for the income tax effects of the Tax Act and among other things allows for a measurement period not to exceed one year for companies to finalize the provisional amounts recorded as of December 31, 2017. See Note 7, "Income taxes," for additional information on FirstEnergy's accounting for the Tax Act.


8




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 or in the 2017 Annual Report on Form 10-K based upon the current expectation that such new standards will not significantly impact FirstEnergy's financial reporting. Below is an update to the discussion of pronouncements contained in the 2017 Annual Report on Form 10-K.

ASU 2016-02, "Leases (Topic 842)" (Issued February 2016 and subsequently updated to address implementation questions): The new guidance 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 as well as new qualitative and quantitative disclosures. FirstEnergy expects an increase in assets and liabilities; however, it is currently assessing the impact, including monitoring utility industry implementation guidance, but expects no impact to results of operations or cash flows. FirstEnergy has developed its complete lease inventory and continues to identify, assess and document technical accounting issues, policy considerations, financial reporting implications and changes to internal controls and processes. In addition, FirstEnergy is in the process of implementing a third-party software tool that will assist with the initial adoption and ongoing compliance. The standard provides a number of transition practical expedients that entities may elect. These include a "package of three" expedients that must be taken together and allow 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. A separate practical expedient allows entities to not evaluate land easements under the new guidance at adoption if they were not previously accounted for as leases. Additionally, entities have the option to apply the requirements of the standard in the period of adoption (January 1, 2019) with no restatement of prior periods. FirstEnergy expects to elect all of these practical expedients. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. FirstEnergy does not expect to adopt this standard early.

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.

ASU 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans" (Issued August 2018): ASU 2018-14 amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The guidance is required to be applied on a retrospective basis and will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement" (Issued August 2018): ASU 2018-14 eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB's disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements.

2. REVENUE

FirstEnergy accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers, which became effective January 1, 2018. As part of the adoption of ASC 606, FirstEnergy applied the new standard on a modified retrospective basis analyzing open contracts as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessary as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements.

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 within the scope of this election are excluded from recognition in the income statement and instead recorded through the balance sheet, consistent with FirstEnergy’s accounting process prior to the adoption of ASC 606. 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. For a qualitative overview of FirstEnergy's performance obligations, see below.


9




FirstEnergy’s revenues are primarily derived from electric service provided by its Utilities and transmission (ATSI, TrAIL and MAIT) subsidiaries.

The following tables represent a disaggregation of revenue from contracts with customers for the three and nine months ended September 30, 2018, by type of service from each reportable segment:
 
 
For the Three Months Ended September 30, 2018
Revenues by Type of Service
 
Regulated Distribution
 
Regulated Transmission
 
Corporate/Other and Reconciling Adjustments (1)
 
Total
 
 
(In millions)
Distribution services(2)
 
$
1,440

 
$

 
$
(22
)
 
$
1,418

Retail generation
 
1,059

 

 
(14
)
 
1,045

Wholesale sales(2)
 
133

 

 
6

 
139

Transmission(2)
 

 
341

 

 
341

Other
 
43

 

 

 
43

Total revenues from contracts with customers
 
$
2,675

 
$
341

 
$
(30
)
 
$
2,986

ARP
 
66

 

 

 
66

Other non-customer revenue
 
25

 
5

 
(18
)
 
12

Total revenues
 
$
2,766

 
$
346

 
$
(48
)
 
$
3,064

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes $29 million in net reductions to revenue related to amounts subject to refund resulting from the Tax Act ($27 million at Regulated Distribution and $2 million at Regulated Transmission).

 
 
For the Nine Months Ended September 30, 2018
Revenues by Type of Service
 
Regulated Distribution
 
Regulated Transmission
 
Corporate/Other and Reconciling Adjustments(1)
 
Total
 
 
(In millions)
Distribution services(2)
 
$
3,949

 
$

 
$
(81
)
 
$
3,868

Retail generation
 
2,981

 

 
(42
)
 
2,939

Wholesale sales(2)
 
377

 

 
16

 
393

Transmission(2)
 

 
996

 

 
996

Other
 
113

 

 
4

 
117

Total revenues from contracts with customers
 
$
7,420

 
$
996

 
$
(103
)
 
$
8,313

ARP
 
190

 

 

 
190

Other non-customer revenue
 
84

 
14

 
(50
)
 
48

Total revenues
 
$
7,694

 
$
1,010

 
$
(153
)
 
$
8,551

(1) Includes eliminations and reconciling adjustments of inter-segment revenues.
(2) Includes $113 million in reductions to revenue related to amounts subject to refund resulting from the Tax Act ($109 million at Regulated Distribution and $4 million at Regulated Transmission).

Other non-customer revenue includes revenue from derivatives of $4 million and $18 million for the three and nine months ended September 30, 2018, respectively.

Regulated Distribution

The Regulated Distribution segment distributes electricity through FirstEnergy’s ten 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 13, "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.



10



Retail generation sales 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 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.

The following table represents a disaggregation of the Regulated Distribution segment revenue from contracts with distribution service and retail generation customers for the three and nine months ended September 30, 2018, by class:
 
 
For the Three Months Ended September 30, 2018
 
For the Nine Months Ended September 30, 2018
Revenues by Customer Class
 
 
 
(In millions)
Residential
 
$
1,572

 
$
4,290

Commercial
 
628

 
1,778

Industrial
 
276

 
792

Other
 
23

 
70

Total Revenues
 
$
2,499

 
$
6,930


Wholesale sales primarily consist of generation and capacity sales into the PJM market from FirstEnergy's regulated electric generation capacity and NUGs. Certain of the Utilities may also purchase power from PJM 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 BRA 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 reverses 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.

Regulated Transmission

The Regulated Transmission segment provides transmission infrastructure owned and operated by ATSI, TrAIL, MAIT 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, TrAIL and MAIT, 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 through December 31, 2019 which is recognized ratably as revenue over time.



11



The following table represents a disaggregation of revenue from contracts with regulated transmission customers for the three and nine months ended September 30, 2018, by transmission owner:
 
 
For the Three Months Ended September 30, 2018
 
For the Nine Months Ended September 30, 2018
Revenues from Contracts with Customers by Transmission Asset Owner
 
 
 
(In millions)
ATSI
 
$
167

 
$
492

TrAIL
 
60

 
183

MAIT
 
43

 
106

Other
 
71

 
215

Total Revenues
 
$
341

 
$
996

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. During the third quarter of 2018, the Pleasants Power Station was reclassified to discontinued operations following its inclusion in the definitive settlement agreement for the benefit of FES' creditors. Prior period results have been reclassified to conform with such presentation as discontinued operations.

FES and FENOC Chapter 11 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 has 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, FES and FENOC were deconsolidated from FirstEnergy's consolidated financial statements, and FirstEnergy has accounted and will account for its investments in FES and FENOC at fair values of zero.
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 settlement agreement discussed below, 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, FES and FENOC withdrew from the unregulated companies' money pool, which included FE, FES and FENOC. As of the date of the withdrawal, the FES Debtors owed FE approximately $4 million in unsecured borrowings in the aggregate under the money pool. Under the terms of the settlement agreement, FE will reinstate $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 will increase 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 FES and FENOC on March 31, 2018, FE fully reserved the initial $4 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. In the third quarter of 2018, FE reserved the additional $88 million that will be reinstated for the FES Debtors under the money pool and, under the terms of the 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 three and nine months ended September 30, 2018, approximately $8 million and $16 million, respectively, of interest was accrued and subsequently reserved.
Services Agreements
Pursuant to the 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 provides for a credit to the FES Debtors in an amount up to $112.5 million for charges incurred for


12



services provided under prior shared services agreements and the amended shared services agreement from April 1, 2018 through December 31, 2018. As of September 30, 2018, approximately $110 million has been incurred and credited for shared services provided to the FES Debtors, which has been recognized by FE in loss from discontinued operations.
In addition, on March 16, 2018, FES, FENOC and FESC, entered into the FirstEnergy Solutions Money Pool Agreement in order for FESC to assist FES and FENOC with certain treasury support services under the shared service agreement. FESC is a party to the FirstEnergy Solutions Money Pool Agreement solely in the role as administrator of the money pool arrangement thereunder.
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, pension and OPEB costs earned by the FES Debtors' employees during bankruptcy are billed under the shared services agreement.
Guarantees provided by FE
FE previously guaranteed FG's remaining payments due to CSX and BNSF in connection with the definitive settlement of a dispute regarding a coal transportation agreement. As of March 31, 2018, FE recorded an obligation for this guarantee in other current liabilities with a corresponding loss from discontinued operations. On April 6, 2018, FE paid the remaining $72 million owed under the settlement agreement as a result of the FES Bankruptcy. In addition, as of March 31, 2018, FE recorded, and on May 11, 2018, paid a $58 million obligation for a sale-leaseback indemnity in other current liabilities with a corresponding loss from discontinued operations. Under the terms of the settlement agreement, FE will release all claims against the FES Debtors with respect to the guaranteed amounts.
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 provide power to certain affiliates' facilities. As of September 30, 2018, the Utilities owed FES approximately $21 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 $74 million and $248 million of power from FES for the three and nine months ended September 30, 2018, respectively.
Tax Allocation Agreement
Until the FES Debtors emerge from bankruptcy, it is expected that the FES Debtors will remain parties to the intercompany income tax allocation agreement with FE and its other subsidiaries, which 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. Under the terms of the settlement agreement, FE agreed to waive settlement of the 2017 overpayment made to the FES Debtors and pay a minimum of $66 million to the FES Debtors for the 2018 tax year (approximately $20 million in estimated tax payments have been paid through September 30, 2018).

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 net operating loss as a future worthless stock deduction (FirstEnergy currently estimates approximately $950 million, net of unrecognized tax benefits of $88 million). 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.

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, 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), all of which were closed by May 2018. Additionally, as part of the FES Bankruptcy settlement agreement, discussed above, AE Supply will transfer all of its rights, title and interest in the 1,300 MW Pleasants Power Station and related assets to FES for the benefit of FES' creditors, while retaining certain specified liabilities, subject to the terms and conditions of an asset transfer agreement and related ancillary agreements to be negotiated by the parties prior to December 31, 2018. If the transaction is not consummated before January 1, 2019, FES will acquire the economic interests in Pleasants as of January 1, 2019, and AE Supply will operate Pleasants until the transfer.

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.


13




Individually, the AE Supply and BSPC asset sales and planned Pleasants transfer under the settlement agreement did not qualify for reporting as discontinued operations. However, in the aggregate, the asset sales and planned Pleasants transfer 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 three and nine months ended September 30, 2018 and 2017, were as follows:
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
(In millions)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Revenues
 
$
83

 
$
788

 
$
934

 
$
2,299

Fuel
 
(52
)
 
(237
)
 
(269
)
 
(671
)
Purchased power
 

 
(66
)
 
(85
)
 
(189
)
Other operating expenses
 
(24
)
 
(290
)
 
(414
)
 
(1,097
)
Provision for depreciation
 
(18
)
 
(28
)
 
(96
)
 
(80
)
General taxes
 
(4
)
 
(15
)
 
(32
)
 
(74
)
Impairment of assets
 

 
(18
)
 

 
(149
)
Other expense, net
 
(1
)
 
(2
)
 
(82
)
 
(37
)
Income (Loss) from discontinued operations, before tax
 
(16
)
 
132

 
(44
)
 
2

Income tax expense (benefit)(1)
 
(5
)
 
37

 
(9
)
 
(1
)
Income (Loss) from discontinued operations, net of tax
 
(11
)
 
95

 
(35
)
 
3

Gain (Loss) on disposal of FES and FENOC, net of tax
 
(834
)
 

 
405

 

Income (Loss) from discontinued operations
 
$
(845
)
 
$
95

 
$
370

 
$
3

(1) In conjunction with the sale of an interest in Bath County, AGC wrote off and recognized as a benefit in discontinued operations in the second quarter of 2018 its excess deferred tax liabilities of $32 million, created from the Tax Act, since they are not required to be refunded to ratepayers.
The gain (loss) on disposal that was recognized in the three and nine months ended September 30, 2018, consisted of the following:
(In millions)
 
For the Three Months Ended September 30, 2018

 
For the Nine Months Ended September 30, 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
 
(1,183
)
 
(1,183
)
Loss on disposal of FES and FENOC, before tax
 
(1,183
)
 
(863
)
Income tax benefit, including estimated worthless stock deduction
 
349

 
1,268

Gain (Loss) on disposal of FES and FENOC, net of tax
 
$
(834
)
 
$
405



14



The following table summarizes the major classes of assets and liabilities as discontinued operations as of September 30, 2018, and December 31, 2017:
(In millions)
 
September 30, 2018
 
December 31, 2017
 
 
 
 
 
Carrying amount of the major classes of assets included in discontinued operations:
 
 
 
 
Cash and cash equivalents
 
$

 
$
1

Restricted cash
 

 
3

Receivables
 

 
202

Materials and supplies
 
17

 
227

Prepaid taxes and other
 

 
199

 Total current assets
 
17

 
632

 
 
 
 
 
Property, plant and equipment
 

 
1,132

Investments
 

 
1,875

Other noncurrent assets
 

 
356

 Total noncurrent assets
 

 
3,363

Total assets included in discontinued operations
 
$
17

 
$
3,995

 
 
 
 
 
Carrying amount of the major classes of liabilities included in discontinued operations:
 
 
 
 
Currently payable long-term debt
 
$

 
$
524

Accounts payable
 

 
200

Accrued taxes
 

 
38

Accrued compensation and benefits
 

 
79

Other current liabilities
 

 
137

        Total current liabilities
 

 
978

 
 
 
 
 
Long-term debt and other long-term obligations
 

 
2,428

Accumulated deferred income taxes (1)
 

 
(1,812
)
Asset retirement obligations
 

 
1,945

Deferred gain on sale and leaseback transaction
 

 
723

Other noncurrent liabilities
 

 
244

        Total noncurrent liabilities
 

 
3,528

Total liabilities included in discontinued operations
 
$

 
$
4,506


(1) Represents an increase in FirstEnergy's ADIT liability as an ADIT asset was removed upon deconsolidation of FES and FENOC.

FirstEnergy's Consolidated Statement of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow statement category. The following table summarizes the major classes of cash flow items as discontinued operations for the nine months ended September 30, 2018 and 2017:
 
 
For the Nine Months Ended September 30,
(In millions)
 
2018
 
2017
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Income from discontinued operations
 
$
370

 
$
3

Depreciation and amortization, including nuclear fuel, regulatory assets, net, intangible assets and deferred debt-related costs
 
110

 
245

Unrealized (gain) loss on derivative transactions
 
(15
)
 
64

 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 

Property additions
 
(27
)
 
(233
)
Nuclear fuel
 

 
(156
)
Sales of investment securities held in trusts
 
109

 
834

Purchases of investment securities held in trusts
 
(122
)
 
(878
)


15



4. EARNINGS 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 share 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 shares 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 have a contractual obligation to share in the losses of FirstEnergy. FirstEnergy allocates undistributed earnings based upon income from continuing operations.

The Preferred Stock includes 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, 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 will be reflected in net income (loss) attributable to common stockholders as a deemed dividend. The amount amortized for the three and nine months ended September 30, 2018, was approximately $35 million and $296 million, respectively.

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 preferred shares. 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.



16



The following table reconciles basic and diluted EPS of common stock:
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
Reconciliation of Basic and Diluted EPS of Common Stock
 
2018

2017
 
2018
 
2017
 
 
 
 
 
 
 
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
EPS of Common Stock
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
387

 
$
301

 
$
840

 
$
772

Less: Preferred dividends
 
(19
)
 

 
(61
)
 

Less: Amortization of beneficial conversion feature
 
(35
)
 

 
(296
)
 

Less: Undistributed earnings allocated to preferred stockholders(1)
 

 

 

 

Income from continuing operations available to common stockholders
 
333

 
301

 
483

 
772

Discontinued operations, net of tax
 
(845
)
 
95

 
370

 
3

Less: Undistributed earnings allocated to preferred stockholders (1)
 
 

 

 

 

Income (loss) from discontinued operations available to common stockholders
 
(845
)
 
95

 
370

 
3

 
 
 
 
 
 
 
 
 
Income (loss) available to common stockholders, basic and diluted
 
$
(512
)
 
$
396

 
$
853

 
$
775

 
 
 
 
 
 
 
 
 
Share Count information:
 
 
 
 
 
 
 
 
Weighted average number of basic shares outstanding
 
503

 
444

 
485

 
444

Assumed exercise of dilutive stock options and awards
 
2

 
2

 
2

 
1

Weighted average number of diluted shares outstanding
 
505

 
446

 
487

 
445

 
 
 
 
 
 
 
 
 
Income (loss) available to common stockholders, per common share:
 
 
 
 
 
 
 
 
Income from continuing operations, basic
 
$
0.66

 
$
0.68

 
$
1.00

 
$
1.74

Discontinued operations, basic
 
(1.68
)
 
0.21

 
0.76

 
0.01

Income (loss) available to common stockholders, basic
 
$
(1.02
)
 
$
0.89

 
$
1.76

 
$
1.75

 
 
 
 
 
 
 
 
 
Income from continuing operations, diluted
 
$
0.66

 
$
0.68

 
$
0.99

 
$
1.73

Discontinued operations, diluted
 
(1.68
)
 
0.21

 
0.76

 
0.01

Income (loss) available to common stockholders, diluted
 
$
(1.02
)
 
$
0.89

 
$
1.75

 
$
1.74


(1) 
Undistributed earnings were not allocated to participating securities for the three and nine months ended September 30, 2018 as income from continuing operations less dividends declared (common and preferred) and deemed dividends were a net loss.

For both the three and nine months ended September 30, 2018 and 2017, one million shares from stock options and awards were excluded from the calculation of diluted shares outstanding, as their inclusion would be antidilutive to basic EPS from continuing operations. Also, 26 million shares associated with the assumed conversion of Preferred Stock were excluded, as their inclusion would be antidilutive to basic EPS from continuing operations.


17



5. PENSION AND OTHER POSTEMPLOYMENT BENEFITS
The components of the consolidated net periodic costs (credits) for pension and OPEB were as follows:
Components of Net Periodic Benefit Costs (Credits)
 
Pension
OPEB
For the Three Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
 
(In millions)
Service costs
 
$
56

 
$
52

 
$
1

 
$
1

Interest costs
 
93

 
97

 
6

 
7

Expected return on plan assets
 
(144
)
 
(112
)
 
(7
)
 
(7
)
Amortization of prior service costs (credits)
 
2

 
2

 
(20
)
 
(20
)
Special termination costs
 
21

 

 
6

 

Net periodic costs (credits), including amounts capitalized
 
$
28

 
$
39

 
$
(14
)
 
$
(19
)
Net periodic costs (credits), recognized in earnings
 
$
5

 
$
30

 
$
(15
)
 
$
(14
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Components of Net Periodic Benefit Costs (Credits)
 
Pension
OPEB
For the Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
 
(In millions)
Service costs
 
$
168

 
$
156

 
$
3