DISCLOSURE REPORT
February 28, 2020
This disclosure document (this “Report”) has been prepared by Energy Harbor Corp.
together with its subsidiaries (“EHC, “Energy Harbor,” “we,” “us,” or the “Company”). This
Report consists of two parts. Part I presents narrative disclosure about the Company and recent
events affecting the Company. Part II presents historical financial disclosure with respect to the
Company’s business. This Report should be reviewed together with all of the materials posted on
the Company’s investor website at www.energyharbor.com/ir (the “Investor Website”), including
historical consolidated financial statements for FirstEnergy Solutions Corp. (which is currently a
subsidiary of the Company as described herein) and its former subsidiaries (which financial
statements reflect the business currently owned by the Company in all material respects, except
with respect to asset acquisitions and divestitures described in the Disclosure Statement (as defined
below) and this Report), notices, press releases, monthly operating reports, the Plan (as defined
below) and the Disclosure Statement, as well as any other materials posted on the Investor Website
in the future. Capitalized terms used but not defined in this Report have the meanings assigned to
those terms in the Disclosure Statement for the Fifth Amended Joint Plan of Reorganization of
FirstEnergy Solutions Corp., et al., pursuant to Chapter 11 of the Bankruptcy Code filed with the
Bankruptcy Court on May 30, 2019 (the “Disclosure Statement”) or the Eighth Amended Joint
Plan of Reorganization of FirstEnergy Solutions Corp., et al., Pursuant to Chapter 11 of the
Bankruptcy Code (the “Plan”), as applicable.
You should not assume that the information in this Report or in any other documents on
the Investor Website is accurate as of any date other than the date of the applicable document. Any
statement contained in any other documents on the Investor Website as of or prior to the date hereof
will be deemed to be modified or superseded to the extent that a statement contained in this Report
modifies or supersedes the statement. Any information in any materials posted on the Investor
Website in the future will automatically update and, where applicable, modify or supersede the
information contained in this Report and any other information previously posted on the Investor
Website.
DISCLAIMERS
Forward Looking Statements
This Report and the other documents on the Investor Website contain “forward-looking
statements.” All statements, other than statements of historical facts, that are included in this
Report or other documents on the Investor Website that address activities, events, or developments
that the Company expects or anticipates to occur in the future, including such matters as capital

 allocation, future capital expenditures, business strategy, competitive strengths, goals, future
acquisitions or dispositions, operation of facilities, market and industry developments and the
growth of the Company’s businesses and operations (often, but not always, through the use of
words or phrases such as “intends,” “plans,” “will likely result,” “are expected to,” “could,” “will
continue,” “is anticipated,” “estimated,” “should,” “projection,” “target,” “goal,” “objective,” and
“outlook”), are forward-looking statements. Although the Company believes that in making any
such forward-looking statement its expectations are based on reasonable assumptions, any such
forward-looking statement involves uncertainties and is qualified in its entirety by reference to the
discussion of risk factors under “Risk Factors” contained in the Disclosure Statement and the
following important factors, among others, that could cause the Company’s actual results to differ
materially from those projected in such forward-looking statements:
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difficulties the Company may face in retaining and motivating its key employees, and
difficulties it may face in attracting new employees;
the actions and decisions of regulatory authorities;
changes in assumptions regarding economic conditions and power pricing within the
Company’s territories and markets;
the Company’s ability to accomplish or realize anticipated benefits from strategic and
financial goals, including, but not limited to, its ability to continue to reduce costs and to
successfully execute its financial plans;
the uncertainties associated with the deactivation of 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 risks and uncertainties associated with litigation, arbitration, mediation and like
proceedings, including with respect to the timing and amounts of the capital expenditures that
may arise in connection with any such proceedings, including NSR litigation, proceedings
related to the rejection of certain power purchase agreements 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 the Company and/or the
Company’s major industrial and commercial customers, and other counterparties with which
it does business;
the impact of labor disruptions by the Company’s unionized workforce;
the risks associated with cyber-attacks and other disruptions to the Company’s information
technology system that may compromise the Company’s generation services and data security
breaches of sensitive data, intellectual property and proprietary or personally identifiable
information regarding the Company’s business, employees, stockholders, customers,
suppliers, business partners and other individuals in its data centers and on its networks;

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the impact of the regulatory process and resulting outcomes on the matters at the federal level
and in the various states in which the Company does business, including but not limited to,
matters related to rates, and carbon regulation;
the impact of the federal regulatory process on entities and transactions regulated by the
Federal Energy Regulatory Commission (“FERC”), in particular FERC regulation of PJM
Interconnection L.L.C. (“PJM”) wholesale energy, ancillary services, and capacity markets as
well as FERC’s compliance and enforcement activity, including compliance and enforcement
activity related to the North American Electric Reliability Corporation’s (“NERC”)
mandatory reliability standards;
adverse regulatory or legal decisions and outcomes with respect to the Company’s nuclear
operations (including, but not limited to, the revocation or non-renewal of necessary licenses,
approvals or operating permits by the U.S. Nuclear Regulatory Commission (“NRC”));
the Company’s ability to comply with applicable state and federal reliability standards and
energy efficiency and peak demand reduction mandates;
other legislative and regulatory changes, including any challenges to Ohio HB6 (as defined
below) and the federal administration’s required review and potential revisions of
environmental requirements, including, but not limited to, the effects of the Environmental
Protection Agency’s (“EPA”) Clean Power Plan (“CPP”), Coal Combustion Residuals
(“CCR”), and Cross-State Air Pollution Rules (“CSAPR”) programs, including the
Company’s estimated costs of compliance, CWA waste water effluent limitations for power
plants, and CWA 316(b) water intake regulation;
the impact of changes to significant accounting policies; and
the impact of any changes in tax laws or regulations or adverse tax audit results or rulings.

Any forward-looking statement speaks only as of the date on which it is made, and except
as may be required by law, the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which it is made or to reflect the
occurrence of unanticipated events or circumstances. New factors emerge from time to time, and
it is not possible for the Company to predict all of them; nor can the Company assess the impact
of each such factor or the extent to which any factor, or combination of factors, may cause results
to differ materially from those contained in any forward-looking statement. As such, you should
not unduly rely on such forward-looking statements.
Non-GAAP Financial Measures
This Report includes non-GAAP financial measures, including adjusted earnings before
interest, tax, depreciation and amortization (“Adjusted EBITDA”), that are different from financial
measures calculated in accordance with GAAP and may be different from non-GAAP calculations
made by other companies. The presentation of these measures may not be comparable to similarlytitled measures used by other companies. These measures may exclude items that are significant
in understanding and assessing the Company's financial results. Therefore, these measures should
not be considered in isolation or as an alternative to revenues, net income, cost of services or other
measures of financial performance or liquidity under GAAP. The Company believes these non3

 GAAP financial measures are useful in evaluating operating performance and are regularly used
by investors, lenders and other interested parties in reviewing the Company.
Non-Reliance on Outdated Financial Projections
The Company cautions that the financial projections included in Exhibit D to the
Disclosure Statement were based on operating and financial assumptions made as of or prior to
the date of the Disclosure Statement, which was May 30, 2019. Those financial projections have
not been updated to reflect actual events including, among other things, the passage in July 2019
of HB6 in Ohio (as discussed below), changes in market pricing, changes in operating plans, and
changes in the Company’s expectations regarding future events. As a result, such financial
projections should not be relied upon as reflecting current views of the Company’s anticipated
financial performance. The Company does not plan on providing updated financial projections at
this time or in the foreseeable future.

4

 PART I
OVERVIEW OF OUR BUSINESS OPERATIONS AND STRUCTURE
Energy Harbor Corp., a Delaware corporation, is the parent company of each of (i) Energy
Harbor LLC (formerly known as FirstEnergy Solutions Corp.) (“EH”), (ii) Energy Harbor Nuclear
Corp. (formerly known as FirstEnergy Nuclear Operating Company) (“EHN”), (iii) Energy Harbor
Generation LLC (formerly known as FirstEnergy Generation LLC) (“EHG”), and (iv) Energy
Harbor Nuclear Generation LLC (formerly known as FirstEnergy Nuclear Generation LLC)
(“EHNG”).
EHC was formed in December 2019 pursuant to the terms in the Plan. In connection with
their emergence from bankruptcy proceedings on February 27, 2020 (see “Emergence from
Bankruptcy” below for more information), EH was converted from an Ohio corporation into a
Delaware limited liability company, EHN was converted from an Ohio corporation into a Delaware
corporation, EHG and EHNG were converted from Ohio limited liability companies into Delaware
limited liability companies and each of EH, EHN, EHG and EHNG changed their names. As used
herein, the “Company” refers to EHC together with all of its direct and indirect subsidiaries.
The Company, through its subsidiaries, owns and operates a portfolio of nuclear and fossil
power stations throughout Ohio, Pennsylvania and West Virginia, in addition to providing other
services that support the various facilities. The Company conducts all of its wholesale generation
business operations in the PJM regional transmission organization (“RTO”), which includes Ohio,
Pennsylvania and West Virginia, along with a number of other states (the “PJM Region”), and
conducts retail operations in those states as well as other states within the Midcontinent
Independent System Operator, Inc. RTO (“MISO”)1. Through its subsidiaries, EHC participates in
both the generation wholesale and retail markets by selling power and providing energy-related
products in the PJM and MISO regions. EH is party to power supply agreements with EHG,
EHNG and Pleasants LLC, an indirect subsidiary of EHG, pursuant to which EH purchases all of
the output produced by the generating facilities owned by EHG, EHNG and Pleasants LLC. EHG
owns one coal-fired power station located in Ohio. Pleasants LLC owns one coal-fired power
station located in West Virginia. EHNG owns three nuclear power stations (consisting of four
licensed reactors) located in Ohio and Pennsylvania that are operated by EHN. Additional
information regarding these generating facilities is included under “Properties” below.
Our retail business operates through EH, which supplies electricity to end-use customers
through retail arrangements, including competitive retail sales to customers primarily in Ohio,
Pennsylvania, Illinois, Michigan, New Jersey and Maryland, and the provision of partial provider
of last resort and default service for some utilities in Ohio, Pennsylvania and Maryland. During

1
The PJM Region includes all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New
Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia. MISO
covers all or parts of Arkansas, Illinois, Indiana, Iowa, Kentucky, Louisiana, Michigan and Minnesota.

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 the year ended December 31, 2019, EH delivered 27 TWhs of power to its retail customers and
generated approximately 42 TWhs from its power stations.
About Our Company
EHC’s headquarters are currently located at 341 White Pond Drive, Akron, OH 44320.
As of the date of this Report, the Company has approximately 2,600 employees.
Management of Our Company
The following individuals serve as Directors of EHC:
Name

Title

John Kiani

Executive Chairman, Director

John C. Blickle

Director

Stephen E. Burnazian

Director, Executive VP of Corporate Development, Corporate
Secretary

Kevin T. Howell

Director

Douglas G. Johnston

Director

John W. Judge

Chief Executive Officer, Director

Jennifer R. Kneale

Director

John W. (Bill) Pitesa

Director

The following individuals serve as Officers of EHC:
Name

Title

John W. Judge

Chief Executive Officer, Director

Stephen E. Burnazian

Director, Executive VP of Corporate Development, Corporate
Secretary

David Faranetta

Chief Financial Officer, Treasurer, Chief Risk Officer

Jay Bellingham

Senior VP of Fossil

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 Dave Griffing

VP of Governmental Affairs

Biographical information for the individuals listed above is included as Annex A hereto.
Corporate Structure
The following chart is a simplified representation of the Company’s current corporate
structure:

Emergence from Bankruptcy
On March 31, 2018 (the “Petition Date”), EH’s predecessor, FirstEnergy Solutions Corp.,
together with EHG, EHNG, EHN and certain of its other affiliates and subsidiaries (collectively,
the “Debtors”), filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of
the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy
Court for the Northern District of Ohio (the “Bankruptcy Court”). On October 16, 2019, the
Bankruptcy Court entered an order confirming the Plan. On February 27, 2020 (the “Plan Effective
Date”), the Plan became effective and the Debtors emerged from bankruptcy.
Our Subsidiaries
1. Energy Harbor LLC
Energy Harbor LLC, formerly known as FirstEnergy Solutions Corp., was organized under
the laws of Ohio in 1997 and in connection with its emergence from bankruptcy was converted
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 into a Delaware limited liability company and renamed Energy Harbor LLC. EH sells power and
provides energy-related products and services to retail and wholesale customers primarily in
Illinois, Maryland, Michigan, New Jersey, Ohio and Pennsylvania.
The Company’s retail business operates through EH, which supplies electricity to end-use
customers through retail arrangements, including competitive retail sales to customers primarily
in Ohio, Pennsylvania, Illinois, Michigan, New Jersey and Maryland, and the provision of partial
provider of last resort and default service for some utilities in Ohio, Pennsylvania and Maryland.
During the year ended December 31, 2019, EH delivered 27 TWhs of power to its retail customers
and generated approximately 42 TWhs from its power stations.
2. Energy Harbor Nuclear Generation LLC
Energy Harbor Nuclear Generation LLC, formerly known as FirstEnergy Nuclear
Generation LLC, was organized under the laws of Ohio in 2005 and in connection with its
emergence from bankruptcy was converted into a Delaware limited liability company and renamed
Energy Harbor Generation LLC. EHNG owns three nuclear power stations, composed of two units
at the Beaver Valley Power Station in Shippingport, PA (“Beaver Valley”), one unit at the DavisBesse Nuclear Power Station in Oak Harbor, OH (“Davis-Besse”), and one unit at the Perry
Nuclear Power Plant in Perry, OH (“Perry”). EHNG’s power stations have an aggregate net
demonstrated capacity of 4,048 megawatts (“MWs”). Although the Debtors had previously
initiated steps to deactivate the Davis-Besse and Perry power stations, as a result of the passage in
July 2019 of HB6 in Ohio referenced below, notices of deactivation to the NRC and PJM were
withdrawn on July 26, 2019, and it is now expected that the Company will operate its Ohio nuclear
facilities for the foreseeable future. See “RECENT DEVELOPMENTS – State Developments –
Ohio” below.
3. Energy Harbor Nuclear Corp.
Energy Harbor Nuclear Corp., formerly known as FirstEnergy Nuclear Operating
Company, was organized under the laws of Ohio in 1998 and in connection with its emergence
from bankruptcy was converted into a Delaware corporation and renamed Energy Harbor Nuclear
Corp. Prior to the emergence date, EHN was a direct subsidiary of FirstEnergy Corp. Pursuant to
its operating agreement with EHNG and NRC requirements, EHN is licensee and operator of the
four nuclear generation units owned by EHNG. EHN provides engineering, supervisory, operating,
maintenance, and other services that may be required to operate and maintain the nuclear facilities.
The NRC requires that licensees set aside sufficient funding for radiological
decommissioning of nuclear power reactors. The range of funding required to be set aside depends
on many factors, including the timing and sequence of the decommissioning program to be
employed, the method of decommissioning cost analysis, the size and design of the reactor and
facility, its location, labor costs and certain radioactive waste management costs. Pursuant to this

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 mandate, EHNG has obligations to fund four separate nuclear decommissioning trusts (“NDTs”),
one for each unit. As of December 31, 2019, the NDTs had assets of approximately $2 billion.
The following table summarizes the current operating license expiration for EHNG’s
nuclear facilities in service:
Station

In-Service Date

Current License Expiration

Beaver Valley Unit 1

1976

2036

Beaver Valley Unit 2

1987

2047

Perry

1986

20262

Davis-Besse

1977

2037

4. Energy Harbor Generation LLC
Energy Harbor Generation LLC, formerly known as FirstEnergy Generation LLC, was
organized under the laws of Ohio in 2000 and in connection with its emergence from bankruptcy
was converted into a Delaware limited liability company and renamed Energy Harbor Generation
LLC. EHG owns and operates the coal-fired W.H. Sammis power station in Stratton, OH, which
is composed of three units and has a net demonstrated capacity of 1,490 MWs. EHG currently sells
the entire generation output from the station to EH.
i.

Pleasants Corp.

Pleasants Corp., formerly known as FirstEnergy Generation Mansfield Unit 1 Corp., is a
subsidiary of EHG and was organized under the laws of Ohio in 2007. In connection with its
emergence from bankruptcy, it was converted into a Delaware corporation and renamed Pleasants
Corp. Pleasants Corp.’s sole asset is the outstanding membership interest in Pleasants LLC.
a. Pleasants LLC
Pleasants LLC is a subsidiary of Pleasants Corp., and was organized as a limited liability
company under the laws of Delaware on January 16, 2020. On January 30, 2020, Pleasants LLC
acquired the Pleasants Power Station in Pleasant County, West Virginia (the “Pleasants Power
2

Perry is capable of filing for a license renewal that would add 20 years to the operating license, resulting
in a license expiration of 2046.

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 Station”), from Allegheny Energy Supply Company, LLC (“AE Supply”), an unregulated
generation subsidiary of FirstEnergy Corp. The station is comprised of two coal-fired units each
with a net demonstrated capacity of 650 MWs. Pleasants LLC currently sells the entire generation
output from the station to EH.
ii.

Norton Energy Storage L.L.C.

Norton Energy Storage L.L.C. (“NES”) is a subsidiary of EHG and was organized as a
limited liability company under the laws of Delaware in 1999. NES is a non-operating entity that
owns 92 acres of surface property in Norton, OH, and the rights to use the Norton Mine (formerly
known as the Barberton Mine) for compressed air storage.
Properties
As of the date of this report, EHC owns the power stations shown in the table below. EHC's
generating units are owned by EHNG, EHG and Pleasants LLC. Attached as Annex B hereto is a
table that provides additional information about these power stations.
Plant (Location)

Net Demonstrated Capacity
(MWs)

Unit

Nuclear:
Beaver Valley (Shippingport, PA)

1

939

Beaver Valley (Shippingport, PA)

2

933

Davis-Besse (Oak Harbor, OH)

1

908

Perry (N. Perry Village, OH)

1

1,268
4,048

Super-critical Coal-fired:
Pleasants (Willow Island, WV)

1-2

1,300

W. H. Sammis (Stratton, OH)

5-7

1,490
2,790
6,838

Total

EHC also owns various facilities that have been deactivated and/or are not currently
operating.

10

 RECENT DEVELOPMENTS
This section of this Report is intended to provide investors with a summary of significant
events that have occurred with respect to the Company subsequent to the filing of the Disclosure
Statement. The Disclosure Statement, including the Risk Factors listed therein, should be carefully
reviewed before making any investment decision with regard to purchase or sale of our outstanding
securities.
State Developments
Ohio
On July 23, 2019, Ohio Governor Mike DeWine signed the “Creates Ohio Clean Air
Program” bill (“HB6”) into law.
HB6 encourages electricity production and use from clean air resources and facilitates
investment to reduce emissions from other generating technologies that can be readily dispatched
to satisfy demand in real time, and proactively engage the buying power of consumers in Ohio for
the purpose of improving air quality in Ohio. The bill also phases out the Renewable Portfolio
Standards and the Energy Efficiency / Peak Demand Reduction mandates. The new law is expected
to generate approximately $150 million annually for the two nuclear units in Ohio starting on
January 1, 2020 for an initial term of seven years.
After HB6 was signed, several citizen activist groups, including, notably, the Ohioans
Against Corporate Bailouts (the “OACB”), began petitioning for a referendum to repeal HB6 to
be included on the Ohio ballot in November 2020. In order to meet the Ohio requirements for a
referendum, the groups were required to collect 265,774 valid voter signatures from registered
voters in at least half of Ohio’s 88 counties by October 21, 2019 (within 90 days of Governor
DeWine signing HB6 into law). On September 4, 2019, FES filed a lawsuit with the Ohio Supreme
Court asserting that the referendum effort is unconstitutional because HB6 levies a tax on Ohioans
and tax bills are not subject to referendum. On November 27, 2019, the Ohio Supreme Court
dismissed this claim based on a lack of justiciable controversy, as the opposition was unable to
obtain the requisite signatures.
On October 7, 2019 the OACB filed a lawsuit against the Ohio Secretary of State, seeking
declaratory judgement and preliminary injunction to enforce restrictions relating to their
referendum rights and rights to freedom of speech. On October 23, 2019, the Court denied an
injunction and requested the Ohio Supreme Court to rule on the case.
In January 2020, OACB withdrew its legal challenges to the law.

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 Pennsylvania
On October 3, 2019, Governor Tom Wolf signed an executive order directing the
Pennsylvania Department of Environmental Protection to develop rules to join the Regional
Greenhouse Gas Initiative (“RGGI”) as a step to combat climate change. The Company cannot
predict the timing or ultimate outcome of this initiative or how any future actions taken as a result
thereof may materially impact its business, results of operations, cash flows and financial condition
and the Company does not expect implementation of any new rules to occur until 2022 at the
earliest.
The Company continues to have discussions with multiple environmental groups to
broaden the coalition of support for carbon free generation. A final draft on the framework for a
proposed Clean Energy Standard bill that would include a transition to RGGI has been completed.
The coalition will now review the concepts with key legislators to determine its political viability.
The Company continues to work with the Pennsylvania authorities on other sources of potential
relief.
Ongoing Litigation
OVEC
As explained in the Disclosure Statement, the Debtors filed a number of motions to reject
various power purchase agreements (“PPAs”) to which they are a party.
Specifically, in the Motion to Reject Lease or Executory Contract/Motion for Entry of an
Order Authorizing FirstEnergy Solutions Corp. and FirstEnergy Generation, LLC to Reject a
Certain Multi-Party Intercompany Power Purchase Agreement with the Ohio Valley Electric
Corporation as of the Petition Date [Docket No. 44], the Debtors sought authority to reject a multiparty PPA (the “OVEC ICPA”) with the Ohio Valley Electric Corporation (“OVEC”), pursuant to
which FES and several other power companies “sponsor” and purchase power generated by fossil
fuel plants owned and operated by OVEC. The OVEC ICPA entitles FES to purchase 4.85% of
the power that OVEC’s fossil-fuel plants generate until either the year 2040 or OVEC ceases to
operate. In seeking to reject the OVEC ICPA, the Debtors asserted that such purchases are
uneconomic for FES.
In the Motion to Reject Lease or Executory Contract/Motion for Entry of an Order
Authorizing FirstEnergy Solutions Corp. and FirstEnergy Generation, LLC to Reject Certain
Energy Contracts as of the Petition Date [Docket No. 45] (the “Energy Contracts Rejection
Motion”), the Debtors sought authority to reject eight renewable PPAs (and one additional PPA
that later expired on its own terms). Following the filing of the Energy Contracts Rejection Motion
on April 1, 2018, the Debtors worked with many of the PPA counterparties to resolve issues raised
by the Energy Contracts Rejection Motion. Specifically, the Debtors entered into stipulations
under which all but one of the counterparties to the PPAs agreed to the rejection of their respective
PPAs. The Debtors have also agreed to the allowed amount of Claims against FES arising from
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 such rejection with each of these counterparties. One party, Maryland Solar LLC (“MD Solar”),
did not stipulate to the rejection of its contract in the Energy Contracts Rejection Motion and
continues to litigate with the Debtors regarding such rejection and any claims arising therefrom.
During the course of the Debtors’ chapter 11 cases, the Court issued a preliminary
injunction, which enjoined FERC from taking certain actions that would interfere with the Court’s
jurisdiction over the rejection of power purchase agreements. The Court also entered orders
authorizing the rejection of the OVEC ICPA and the MD Solar power purchase agreement. The
Debtors remain in litigation with FERC, OVEC and MD Solar regarding the rejection of their
respective contracts and the preliminary injunction issued with respect to FERC.
On December 12, 2019 the Sixth Circuit issued a ruling affirming the ruling in part,
reversing in part and remanding in part the orders of the Bankruptcy Court relating to the
preliminary injunction against FERC and the rejection of the OVEC and MD Solar contracts. The
Sixth Circuit stated that while it agreed that the Bankruptcy Court had superior jurisdiction to
authorize the rejection of power purchase agreements, FERC should have been able to assert its
views on the impact of the rejection in connection with such adjudication. The Sixth Circuit also
said the Bankruptcy Court should have taken into consideration the public’s interest as part of the
adjudication of the rejection of the power purchase agreements.
The appellants have sought rehearing of the appeal at the Sixth Circuit, which request
remains pending at this time. To the extent the requests for rehearing are denied, the matter will
be referred back to the Bankruptcy Court for further proceedings in accordance with the Sixth
Circuit’s ruling.
Disputed Claims Reserve Under the Plan
Under the terms of the Plan, a disputed claims reserve (the “Disputed Claims Reserve”)
was established on the Plan Effective Date with respect to disputed claims. The cash necessary to
make distributions to holders of disputed claims under the Plan based on the amount of the disputed
claims asserted by the claimants against the Debtors was deposited in the Disputed Claims
Reserve. The aggregate amount deposited in the Disputed Claims Reserve on the Plan Effective
Date was approximately $400 million and includes funds reserved with respect to certain claims
filed against various Debtors by the United States Enrichment Corporation and American
Centrifuge Enrichment and the claims of OVEC and MD Solar described above. The plan
administrator will be responsible for prosecuting all litigation with respect to disputed claims after
the Plan Effective Date. As disputed claims are allowed or disallowed, in whole or in part, by the
Bankruptcy Court, initial and subsequent distributions will be made by the plan administrator to
holders of allowed claims from the funds in the Disputed Claims Reserve and the portion of the
cash which would have been distributed to holders of allowed claims in subsequent distributions
that elected to receive equity instead of cash will be distributed to the Company.

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 Pleasants Power Station Sale
On January 30, 2020, Pleasants LLC acquired the Pleasants Power Station from AE Supply.
In connection with the closing, Pleasants LLC paid AE Supply approximately $65 million, which
included economic interest of the facility since January 1, 2019, and the purchase of inventory at
the facility as of the closing date. In connection with the ongoing operation of the facility, AE
Supply provides access to the McElroy’s Run CCR Impoundment Facility for disposal activities
pursuant to the terms of a disposal cost sharing and access agreement between the parties.
New Holding Company Guaranty
Since 2006, EH’s funded debt obligations have been generally guaranteed by EHG and
EHNG, and EH has guaranteed the debt obligations of each of EHG and EHNG. At the Plan
Effective Date, EHC entered into an unsecured guarantee of certain specified reinstated secured
debt of EHG and EHNG as of such date (the “Reinstated PCNs”). Accordingly, as of the Plan
Effective Date, holders of the Reinstated PCNs will have claims against each of EHC, EH, EHG
and EHNG, regardless of whether their primary obligor is EHG or EHNG.
New Credit Rating
On February 27, 2020, Moody’s Investors Service assigned the Company a credit rating of
Baa3, with a Stable outlook.
Bruce Mansfield Deactivation
EHG owns the coal-fired Bruce Mansfield Plant in Shippingport, PA, which is composed
of three units. Mansfield Units 1 and 2 were deactivated as of February 5, 2019 and Unit 3 was
deactivated on November 7, 2019.

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 CAPITAL STRUCTURE MANAGEMENT
The Board of Directors of the Company has authorized the Company’s management to
repurchase opportunistically up to $500 million of the Company's outstanding common stock, par
value $0.001 per share (the “Common Stock”). The Company expects to repurchase Common
Stock from time to time over the next six months in the open market or by other means in
accordance with federal securities laws and regulations.
The actual timing, number and value of shares repurchased will be determined by
management and will depend on a number of factors, including market prices, general market and
economic conditions and compliance with applicable legal requirements. There is no guarantee as
to the number of shares that will be repurchased and the Company may extend, suspend or
discontinue purchasing its shares at any time without notice.
We anticipate that the funds necessary to purchase the Common Stock will come from cash
on hand.
DESCRIPTION OF CAPITAL STOCK
Shares Authorized and Outstanding
We are authorized by our Amended and Restated Certificate of Incorporation to issue
500,000,000 shares of Common Stock, of which approximately 100,000,000 shares were issued
and outstanding as of the date of the Report (including shares reserved for issuance pending final
resolution of claims in connection with the Bankruptcy Cases), and 5,000,000 shares of preferred
stock, par value $.001 per share. We have also reserved for issuance 8,108,000 shares of Common
Stock in connection with the Company’s management incentive plan.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is American Stock Transfer & Trust
Company, LLC, P.O. Box 2016, New York, New York, 10272-2016.

15

 PART II
FINANCIAL INFORMATION
Included in this Part II are the unaudited financial statements of FirstEnergy Solutions
Corp. and its subsidiaries as of, and for the years ended, December 31, 2019 and December 31,
2018. In addition, this Part II includes a projected summary balance sheet of the Company as of
the Plan Effective Date (the “Projected Balance Sheet”) and certain supplemental financial data
for the year ended December 31, 2019, including Adjusted EBITDA and a reconciliation of
Adjusted EBITDA to Net Loss (the “Supplemental Financial Data”).
DISCLAIMER
Each of the Company’s subsidiaries (except for Pleasants LLC as a non-Debtor) emerged
from bankruptcy on February 27, 2020, which resulted in significant reduction to liabilities and a
new capital structure. The unaudited financial statements for the two years ended December 31,
2019 included herein reflect periods for the predecessor company, FirstEnergy Solutions Corp. and
its subsidiaries, and therefore do not reflect the terms implemented in the confirmed Plan. The
audited financial statements for the year ended December 31, 2017, available elsewhere on the
Investor Website, reflect periods for the predecessor company, FirstEnergy Solutions Corp., and
its subsidiaries, and therefore do not reflect the terms implemented in the confirmed Plan. The
Company expects to apply fresh start accounting beginning on the Plan Effective Date. As a result
of the application of fresh start accounting and the effects of the implementation of the Plan, the
consolidated financial statements after the Plan Effective Date will not be comparable with the
consolidated financial statements on or prior to that date. For more information regarding our
financial performance and expenses during the bankruptcy process, see the monthly operating
reports on the Investor Website.
The financial information contained in this Report is unaudited, limited in scope and does
not include financial statement footnotes. Furthermore, the financial information contained herein
has not been subjected to the same level of accounting review and testing that the Company will
apply to the preparation of its audited annual financial information to be prepared and released
later in 2020. Accordingly, the financial information included herein may be subject to change,
and these changes could be material. The initial audit of the fiscal years ended December 31, 2018
and December 31, 2019 is not expected to be completed until later in 2020 and the financial
information contained in this Report may change materially after such audit has been completed.
The Company is required by its Stockholders Agreement, dated as of February 27, 2020, to provide
its stockholders with unaudited consolidated financial statements of FirstEnergy Solutions Corp.
and its subsidiaries for the fiscal year ended December 31, 2019, prepared in accordance with
GAAP, no later than March 31, 2020. The Company expects to post such financial statements on
the Investor Website.
The results of operations contained herein are not necessarily indicative of results which
may be expected from any other period and may not necessarily reflect the consolidated results of

F-1

 operations, financial position and schedule of receipts and disbursements of the Company in the
future. There can be no assurance that such information is complete and this Report may be subject
to revision.
The Projected Balance Sheet and the Supplemental Financial Data have not been prepared
in accordance with GAAP and do not include all relevant adjustments. The Projected Balance
Sheet is based on certain assumptions regarding sources and uses in connection with the Effective
Date and should be considered preliminary. The Projected Balance Sheet remains subject to change
based on final sources and uses and the Company’s accounting procedures. The Projected Balance
Sheet and the Supplemental Financial Data have been prepared solely to provide further
information regarding the Company’s current financial condition and historical results with respect
to the business of the Company.

F-2

 FirstEnergy Solutions Corp.
(Debtor-in-Possession)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

For the Years Ended December 31,
2019
2018

(In millions)
STATEMENTS OF OPERATIONS
REVENUE
Electric sales
Total revenues

$

OPERATING EXPENSES
Fuel
Purchased power
Other operating expenses
Provision for depreciation
General taxes
Impairment of assets and related charges
Total operating expenses

1,970
1,970

$

250
362
1,137
168
46
1,963

OPERATING INCOME (LOSS)

327
622
1,332
181
52
503
3,017

7

OTHER INCOME (EXPENSE)
Miscellaneous income (loss)
Pension and OPEB mark-to-market adjustment
Interest expense - affiliates
Interest expense - other (contractual interest of $104 and $124)
Capitalized interest
Total other expense

LOSS BEFORE INCOME TAX EXPENSE
INCOME TAX EXPENSE
NET LOSS

(403)

238
(327)
(33)
(20)
(142)

REORGANIZATION ITEMS, NET

2,614
2,614

(19)
(28)
(24)
(49)
1
(119)

119

2,250

(254)

(2,772)

40

1,694

$

(294)

$

(4,466)

$

(294)

$

(4,466)

STATEMENTS OF COMPREHENSIVE LOSS
NET LOSS
OTHER COMPREHENSIVE INCOME (LOSS)
Pension and OPEB prior service costs
Amortized gains on derivative hedges
Change in unrealized gain on available-for-sale securities
Other comprehensive income
Income taxes on other comprehensive income
Other comprehensive income (loss), net of tax
COMPREHENSIVE LOSS

(6)
3
37
34
8
26
$

F-3

(268)

(14)
3
12
1
18
(17)
$

(4,483)

 FirstEnergy Solutions Corp.
(Debtor-in-Possession)
CONSOLIDATED BALANCE SHEET
(Unaudited)

December 31,
(In millions)

2019

2018

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Restricted cash
Receivables
Customers, net
Affiliated companies
Materials and supplies
Derivatives
Collateral
Prepaid taxes and other

$

PROPERTY, PLANT AND EQUIPMENT
In service
Less - Accumulated provision for depreciation
Construction work in progress
INVESTMENTS
Nuclear plant decommissioning trusts
Other
DEFERRED CHARGES AND OTHER ASSETS
Property taxes
Derivatives
Other
$

F-4

932
9

$

1,092
3

124
204
95
37
122
163
1,686

169
107
94
11
124
31
1,631

166
72
94
32
126

370
166
204
7
211

2,086
8
2,094

1,781
9
1,790

19
20
385
424
4,330

21
380
401
4,033

$

 FirstEnergy Solutions Corp.
(Debtor-in-Possession)
CONSOLIDATED BALANCE SHEET
(Unaudited)

December 31,
(In millions)

2019

2018

LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES
Short-term borrowings - affiliated companies
Accounts payable
Accrued taxes
Accrued interest
Derivatives
Other

$

CAPITALIZATION
Common stockholder's deficit
Common stock, without par value, authorized 750 shares 7 shares outstanding as of December 31, 2019 and 2018
Accumulated other comprehensive income
Accumulated deficit
Total common stockholder's deficit
Long-term debt and other long-term obligations
NONCURRENT LIABILITIES
Deferred gain on sale and leaseback transaction
Retirement benefits
Asset retirement obligations
Other
Liabilities subject to compromise
$

F-5

57
329
165
45
25
254
875

$

171
252
127
25
9
180
764

3,753
39
(10,609)
(6,817)
612
(6,205)

3,751
13
(10,315)
(6,551)
612
(5,939)

656
105
2,189
623
6,087
9,660

689
74
2,044
323
6,078
9,208

4,330

$

4,033

 FirstEnergy Solutions Corp.
(Debtor-in-Possession)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)

(In millions, except share amounts)
Balance, December 31, 2017
Net loss
Adoption of ASU 2016-01
Adoption of ASU 2018-02
Change in unrealized gain on investments, net
Pension and OPEB, net
Stock-based compensation
Balance, December 31, 2018
Net loss
Amortized gain on derivative hedges, net
Change in unrealized gain on investments, net
Pension and OPEB, net
Stock-based compensation
Balance, December 31, 2019

Common Stock
Number of
Carrying
Shares
Value
7
$
3,749

Accumulated
Other
Comprehensive
Income
$
81
(57)
6
(6)
(11)

2
3,751

7

Accumulated
Deficit
$
(5,900)
(4,466)
57
(6)

13

(10,315)
(294)

2
28
(4)
7

$

F-6

2
3,753

$

39

$

(10,609)

Total
Stockholders'
Deficit
$
(2,070)
(4,466)
(6)
(11)
2
(6,551)
(294)
2
28
(4)
2
$
(6,817)

 FirstEnergy Solutions Corp.
(Debtor-in-Possession)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Years Ended December 31,
2019
2018

(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
Adjustments to reconcile net loss to net cash from operating activities
Reorganization items, net
Depreciation and amortization
Investment impairments
Deferred income taxes and investment tax credits, net
Deferred costs on sale and leaseback transaction, net
(Gain) loss on investment securities held in trusts
Unrealized (gain) loss on derivative transactions
Gain on asset sales
Pension and OPEB mark-to-market adjustment
Impairment of assets and related charges
Change in current assets and liabilities
Receivables
Materials and supplies
Prepaid taxes and other
Accounts Payable
Other current liabilities
Cash collateral, net
Other
Net cash provided from operating activities

$

(294)

$

(4,466)

119
171
8
(13)
49
(214)
(16)
(39)
327
-

2,250
186
33
1,755
49
94
7
(7)
28
503

(57)
(1)
12
(41)
43
1
(9)
46

155
83
(13)
(74)
56
12
(168)
483

CASH FLOWS FROM FINANCING ACTIVITIES
Short-term (lending to) borrowings from affiliates, net
Net cash (used for) provided from financing activities

(106)
(106)

713
713

CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions
Proceeds from asset sales
Sales of investment securities held in trusts
Purchase of investment securities held in trusts
Other
Net cash used for from investing activities

(27)
548
(614)
(1)
(94)

(72)
31
706
(768)
(2)
(105)

Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period

F-7

$

(154)
1,095
941

$

1,091
4
1,095

 Energy Harbor Corp.
Supplemental Financial Data

(In millions)
REVENUES
Retail sales
Wholesale revenue
Capacity revenue
Total revenue
Variable costs

$1,315
341
314
1,970
710

Variable margin

1,260

O&M and other costs, net
Adjusted EBITDA

YTD
12/31/2019

(1)

1,123
$137

(1)

Adjusted EBITDA is a non-GAAP financial measure adjusted for special items. See below
for a reconciliation of Adjusted EBITDA to Net Loss as calculated pursuat to GAAP.
Reconciliation of Adjusted EBITDA to GAAP Net Loss (In millions)
Adjusted EBITDA
Special items:
Mark-to-market results on pension/investments/derivatives
Write-off of capital expenditures while in bankruptcy
Sale leaseback costs while in bankruptcy and gain on plan sale
Miscellaneous settlement activity
Interest
Taxes
Depreciation
Net Loss (GAAP)

F-8

$137
(69)
(121)
(10)
30
(53)
(40)
(168)
($294)

 Energy Harbor Corp.
Projected Balance Sheet as of the Plan Effective Date

(In millions)
ASSETS
Cash & Cash Equivalents
Accounts Receivable
Materials & Supplies
Other Current Asset
Total Current Assets
Plant, Property & Equipment
Nuclear Decommissioning Trust
Other Long Term Assets
Total Assets
CURRENT LIABILITIES
Accounts Payable
Other Current Liabilities
Total Current Liabilities

$1,048
158
115
197
1,518
744
2,110
298
$4,670
$131
101
232

NON-CURRENT LIABILITIES
Asset Retirement Obligation
Other Non-Current Liabilities
Other Long Term Debt
Total Liabilities

2,214
62
431
$2,939

Stockholders' Equity

$1,731

Total Liabilities & Equity

$4,670

DISCLAIMER
This Supplemental Financial Data and Projected Balance Sheet have not been prepared in accordance with
GAAP and do not include all relevant adjustments. The Projected Balance Sheet is based on certain
assumptions regarding sources and uses in connection with the Effective Date and should be considered
preliminary. The Projected Balance Sheet remains subject to change based on final sources and uses and
the Company's accounting procedures. The Projected Balance Sheet and the Supplemental Financial Data
have been prepared solely to provide further information regarding the Company’s current financial
condition and historical results with respect to the business of the Company.

F-9

 ANNEX A
Director & Officer Biographies
John Kiani, Executive Chairman. Prior to his role with the Company, Mr. Kiani was the CoFounder and a Portfolio Manager at Cove Key Management, a multi strategy investment fund
focused on utilities, power, commodities and infrastructure. Mr. Kiani has also previously
worked as a Research Analyst on Wall Street where he was ranked as one of the top analysts for
his Independent Power Producer industry research and stock picking. Most recently he served as
a Managing Director at Deutsche Bank where he was head of North American Utilities, Power
and Pipelines equity research. Mr. Kiani has extensive energy industry experience and began his
finance career in the power industry at Enron. Mr. Kiani graduated from the University of
Michigan with a Bachelor of Arts degree and from Rice University with a Master’s of Business
Administration.
John W. Judge, CEO and Director. Mr. Judge was named to his current role in February 2019.
Mr. Judge has more than 25 years of management and leadership experience in the telecom and
energy industries, and prior to his role with the Company, most recently served as Chief Risk
Officer of FirstEnergy Corp. Mr. Judge graduated from the University of Miami with a Bachelor
of Arts degree in economics and international studies and earned a Master’s of Business
Administration from Georgetown University. He has completed the Reactor Technology Course
for Utility Executives at MIT.
Stephen E. Burnazian, Executive Vice President, Corporate Development, and Director.
Mr. Burnazian was appointed to his current role in March 2019. He previously served as Senior
Vice President with Avenue Capital Group, where he focused on principal investments in the
merchant power, infrastructure and utility industries. Mr. Burnazian holds a Bachelor of Arts
degree from Emory University. Additionally, he holds the Chartered Financial Analyst®
designation.
Douglas G. Johnston, Director. An independent director of the Company beginning on
February 27, 2020, Mr. Johnston specializes in corporate-backed industrial development in the
energy, utility, building materials, metals and commodities sectors and serves as Nuveen’s lead
analyst covering the Company. He holds a Bachelor of Arts from Wheaton College. Additionally,
he holds the Chartered Financial Analyst® designation and is a member of the CFA Institute and
the CFA Society of Chicago.
Jennifer R. Kneale, Director. An independent director of the Company beginning on February
27, 2020, Ms. Kneale is the senior finance executive at Targa Resources where she is responsible
for the key financial, accounting and risk management functions. At Targa, she has worked on a
number of M&A transactions, including both the acquisition of and divestiture of assets, and the
formation of capital raising joint ventures with private equity and strategic partners. Prior to
joining Targa, Ms. Kneale worked in private equity, structured commodities transactions, asset
management and investment banking. She holds a Bachelor of Arts in economics, policy studies
and managerial studies from Rice University.

 John W. (Bill) Pitesa, Director. An independent director of the Company beginning on February
27, 2020, Mr. Pitesa is a veteran of the nuclear energy industry with 40 years of experience. Mr.
Pitesa served as Chief Nuclear Officer for Duke Energy, where he led the company’s industry
leading nuclear organization with ownership and operation of six nuclear plants. Mr. Pitesa was
also the Chief Nuclear Officer of the Nuclear Energy Institute for a term from 2017-2018. Mr.
Pitesa holds a Bachelor of Science in electrical engineering from Auburn University and is a
graduate of Harvard’s Advanced Management Program.
Kevin T. Howell, Director. An independent director of the Company beginning on February 27,
2020, Mr. Howell has substantial power industry experience . He previously served as Chief
Operating Officer at Dynegy Inc. during the company’s restructuring in 2011 and oversaw plant
and commercial operations and environmental, health and safety. Prior to joining Dynegy, Mr.
Howell served as President of NRG Texas and Reliant Energy, in addition to senior roles at
Dominion Resources and Duke Energy. Mr. Howell also serves as a director for TexGen LLC
and Homer City Holdings, LLC.
John C. Blickle, Director. Mr. Blickle has been an independent director of FES since November
2016 and has provided thoughtful guidance for the business and oversight of the restructuring
process. Mr. Blickle became an independent director of the Company on February 27, 2020. Mr.
Blickle currently serves as president of Rubber City Arches, a franchisee of numerous
McDonald’s restaurants in Northeast Ohio. In addition to his role as a Director with FES, Mr.
Blickle serves as a director on several corporate and philanthropic boards in the Akron, Ohio
area. He received a Bachelor of Science in business administration from the University of Akron
and a Juris Doctorate from the University of Akron School of Law.
Jay Bellingham, Senior Vice President of Fossil Energy. Mr. Bellingham began his energy
career in 1980 as a corporate engineer with the Potomac Electric Power Company in
Washington, DC. In 2000, Mr. Bellingham started a distinguished career working with several
Independent Power Producers such as Mirant, GenOn and NRG Energy, where he retired in 2017
as Regional Vice President of Operations for their western region. During the past two years, Mr.
Bellingham has worked as a consultant in the power industry prior to joining the Company in his
present role in 2019.
David Griffing, Vice President of Governmental Affairs. Mr. Griffing began his career with
FES in 2001, holding numerous positions with that company. Mr. Griffing assumed his current
position in 2018. Prior to his time with FES, Mr. Griffing held numerous positions at Owens
Corning. Mr. Griffing earned Bachelor of Science degrees in Business Administration in
Materials Management and Operations Management from Bowling Green State University.
David Faranetta, Chief Financial Officer, Treasurer and Chief Risk Officer. Prior to joining
the Company in his present role in 2020, Mr. Faranetta served as CFO of TXU Energy and
electricity generator and wholesaler Luminant. Prior to that, Mr. Faranetta served as Senior Vice
President of Planning and Treasury at Dallas-based VistraEnergy. Mr. Faranetta holds a
bachelor’s degree in economics from Moravian College and a Masters of Business
Administration from Lehigh University.

 Annex B – Generation Fleet Summary
Generation Asset Footprint

Portfolio Capacity
By Fuel Type (MW)

By Dispatch (MW)

Coal
Baseload
100%

Nuclear

Nuclear
59%

Coal
41%

POWER PLANT
Nuclear
Beaver Valley
Davis-Besse
Perry
Subtotal
Fossil
W.H. Sammis
Pleasants
Subtotal
TOTAL

COD

FUEL
TYPE

TURBINE
TYPE

ISO / NERC
REGION

DISPATCH

2019 OUTPUT
(TWh)

CAPACITY
(MW)

CAPACITY
% OF TOTAL

1976
1977
1987

Nuclear
Nuclear
Nuclear

Nuclear
Nuclear
Nuclear

PJM
PJM
PJM

Baseload
Baseload
Baseload

15.5
7.8
9.2
32.5

1,872
908
1,268
4,048

27%
13%
19%
59%

1959
1979

Coal
Coal

Steam Turbine
Steam Turbine

PJM
PJM

Baseload
Baseload

3.9
4.9
8.8

1,490
1,300
2,790

22%
19%
41%

41.3

6,838

100%