SEC Comment Letter for FIRSTENERGY CORP (FE) (CIK 0001031296) (FE) — Sep 11, 2013
FIRSTENERGY CORP (FE) (CIK 0001031296)
Date: Sept. 11, 2013 · CIK: 0001031296 · Accession: 0000000000-13-049801
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September 10, 2013 Via E -mail Anthony J. Alexander President and Chief Executive Officer FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Re: FirstEnergy Corp. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 25, 2013 File No. 333 -21011 Dear Mr. Alexander : We have reviewed your filing and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments . Item 8. Financial Statements and Supplementary Data, page 117 Combined Notes to Consolidated Financial Statements, page 142 Note 11. Capitalization, page 181 Common Stock, page 181 Retained Earnings and Dividends, page 181 1. We note the articles of incorporation, indentures, regulatory limitations and various other agreements relating to the long -term debt of certain subsidiaries contain provisions that could restrict your subsidiaries payment of dividends. Please tell us : (i) th e amount of restricted net assets of consolidated subsidiaries and your equity in the undistributed earnings of investments accounted for by the equity method as of December 31, 2012 and how you computed the amount; (ii) your consideration of providing the disclosures Anthony J. Alexander FirstEnergy Corp. September 10, 2013 Page 2 required by Rule 4 -08(e)(3)(i) and (ii) of Regulation S -X; and (iii) your consideration of providing the condensed financial information prescribed by Rule 12 -04 of Regulation S - X in accordance with Rule 5 -04 of Regulation S -X. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its m anagement are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment , please provide a written statement from the company acknowl edging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336 or Jason Niethamer, Assistant Chief Accountant , at (202) 551 -3855 if you have questions regarding our comment. Please contact me at (202) 551 -3344 with any other questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief cc: K. Jon Taylor Vice President, Controller and Chief Accounting Officer