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Section 1: 10-K/A (10-K/A)

Document



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

FORM 10-K/A
(Amendment No.1)
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the FISCAL YEAR ended December 31, 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
 
 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Registrant
 
Title of Each Class
 
Name of Each Exchange
on Which Registered
 
 
 
 
 
FirstEnergy Corp.
 
Common Stock, $0.10 par value per share
 
New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o
 
 
 
 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
 
 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No þ
 
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
$17,109,706,919 as of June 30, 2018
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
 
 
 
CLASS
 
AS OF JANUARY 31, 2019
Common Stock, $0.10 par value
 
530,152,175


Documents Incorporated By Reference
 
 
PART OF FORM 10-K INTO WHICH
DOCUMENT
 
DOCUMENT IS INCORPORATED
 
 
 
Proxy Statement for 2019 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 21, 2019
 
Part III






EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) amends the Annual Report on Form 10-K of FirstEnergy Corp. for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on February 19, 2019 (the “Original Report”). This Amendment is being filed solely to replace Exhibit 23 - Consent of Independent Registered Public Accounting Firm (the “Consent”) included in the Original Report, with the corrected Consent. Due to an administrative oversight, an incorrect version of the Consent was inadvertently included in the Original Report. FirstEnergy Corp. possessed a correct, manually signed copy of the Consent from PricewaterhouseCoopers LLP ("PwC") when the Original Report was filed. However, the Consent being filed with this Amendment has been reissued by PwC in accordance with their procedures to coincide with the filing date of this Amendment.

Except for the correction of the Consent referenced above, there have been no changes to any of the financial or other information contained in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment.



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ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULE
3. Exhibits — FirstEnergy
 
 
 
The following exhibits are filed as part of this Amendment.
 
 
 
Exhibit
Number
 




(A) 23
 
 
 
 
(A) 31-1
 
 
 
 
(A) 31-2
 
 
 
 
(A)
 
Provided herein in electronic format as an exhibit.




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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
FIRSTENERGY CORP.

 
 
BY:
/s/ Jason J. Lisowski
 
 
 
Jason J. Lisowski
 
 
 
Vice President, Controller and Chief Accounting Officer
 
Date: March 6, 2019


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Section 2: EX-23 (EXHIBIT 23)

Exhibit
EXHIBIT 23


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-223509, 333-223473, 333-223472, 333-213628, and 333-48587) and Form S-8 (Nos. 333-226788, 333-222225, 333-204436, 333-202184, 333-165640, 333-172464, 333-146170, 333-101472, 333-89356, 333-72768, 333-56094, and 333-81183) of FirstEnergy Corp. of our report dated February 19, 2019 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in the Form 10‑K filed on February 19, 2019.


/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio
March 6, 2019


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Section 3: EX-31.1 (EXHIBIT 31.1)

Exhibit
EXHIBIT 31.1

Certification
I, Charles E. Jones, certify that:
1.
I have reviewed this Amendment No. 1 to the report on Form 10-K of FirstEnergy Corp.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 6, 2019
 
/s/ Charles E. Jones
 
 
Charles E. Jones
 
 
President and Chief Executive Officer
 



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Section 4: EX-31.2 (EXHIBIT 31.2)

Exhibit
EXHIBIT 31.2

Certification
I, Steven E. Strah, certify that:
1.
I have reviewed this Amendment No. 1 to the report on Form 10-K of FirstEnergy Corp.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 6, 2019
 
/s/ Steven E. Strah
 
 
Steven E. Strah
 
 
Senior Vice President and Chief Financial Officer
 


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