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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the FISCAL YEAR ended December 31, 2021

OR

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

For the transition period from ___________________ to ___________________

fe-20211231_g1.jpg

CommissionRegistrant; State of Incorporation;I.R.S. Employer
File NumberAddress; and Telephone NumberIdentification No.
333-21011FIRSTENERGY CORP34-1843785
(AnOhioCorporation)
76 South Main Street
AkronOH44308
Telephone(800)736-3402

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.10 par value per shareFENew 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☑No☐

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☐No☑

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☑No☐

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☑No☐

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

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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes☐No☑

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.

$20,228,791,176 as of June 30, 2021

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

CLASSAS OF JANUARY 31, 2022
Common Stock, $0.10 par value570,344,389

Documents Incorporated By Reference

PART OF FORM 10-K INTO WHICH
DOCUMENTDOCUMENT IS INCORPORATED
Proxy Statement for 2022 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 17, 2022Part III

TABLE OF CONTENTS

Page
Glossary of Termsiii
Part I
Item 1. Business1
The Companies1
Utility Regulation2
Capital Requirements3
System Demand4
Regional Reliability4
Competition4
Seasonality4
Human Capital5
Information About Our Executive Officers7
FirstEnergy Website and Other Social Media Sites and Applications7
Item 1A. Risk Factors8
Item 1B. Unresolved Staff Comments21
Item 2. Properties21
Item 3. Legal Proceedings22
Item 4. Mine Safety Disclosures22
Part II23
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities23
Item 6. [Reserved]23
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk68
Item 8. Financial Statements and Supplementary Data68
Report of Independent Registered Public Accounting Firm69
Financial Statements
Consolidated Statements of Income71
Consolidated Statements of Comprehensive Income72
Consolidated Balance Sheets73
Consolidated Statements of Stockholders' Equity74
Consolidated Statements of Cash Flows75
Notes to Consolidated Financial Statements76
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure124
Item 9A. Controls and Procedures124
Item 9B. Other Information125
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections125

i

Part III125
Item 10. Directors, Executive Officers and Corporate Governance125
Item 11. Executive Compensation125
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters126
Item 13. Certain Relationships and Related Transactions, and Director Independence126
Item 14. Principal Accounting Fees and Services126
Part IV127
Item 15. Exhibits, Financial Statement Schedule127
Item 16. Form 10-K Summary131

ii

GLOSSARY OF TERMS

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

AE SupplyAllegheny Energy Supply Company, LLC, an unregulated generation subsidiary
AGCAllegheny Generating Company, a generation subsidiary of MP
ATSIAmerican Transmission Systems, Incorporated, a subsidiary of FET, which owns and operates transmission facilities
CEIThe Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
CESCompetitive Energy Services, formerly a reportable operating segment of FirstEnergy
FEFirstEnergy Corp., a public utility holding company
FENOCEnergy Harbor Nuclear Corp. (formerly known as FirstEnergy Nuclear Operating Company), a subsidiary of EH, which operates NG’s nuclear generating facilities
FESEnergy Harbor LLC. (formerly known as FirstEnergy Solutions Corp.), a subsidiary of EH, which provides energy-related products and services
FES DebtorsFES, FENOC, FG, NG, FE Aircraft Leasing Corp., Norton Energy Storage LLC, and FGMUC
FESCFirstEnergy Service Company, which provides legal, financial, and other corporate support services
FETFirstEnergy Transmission, LLC, the parent company of ATSI, KATCo, MAIT and TrAIL, and has a joint venture in PATH
FEVFirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
FGEnergy Harbor Generation LLC (formerly known as FirstEnergy Generation, LLC), a subsidiary of EH, which owns and operates fossil generating facilities
FGMUCFirstEnergy Generation Mansfield Unit 1 Corp., a subsidiary of FG
FirstEnergyFirstEnergy Corp., together with its consolidated subsidiaries
Global HoldingGlobal Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC
Global RailGlobal Rail Group, LLC, a subsidiary of Global Holding that owns coal transportation operations near Roundup, Montana
GPUGPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001
GPUNGPU Nuclear, Inc., a subsidiary of FE, which formerly operated TMI-2
JCP&LJersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
KATCoKeystone Appalachian Transmission Company, a subsidiary of FET
MAITMid-Atlantic Interstate Transmission, LLC, a subsidiary of FET, which owns and operates transmission facilities
MEMetropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
MPMonongahela Power Company, a West Virginia electric utility operating subsidiary
NGEnergy Harbor Nuclear Generation LLC (formerly known as FirstEnergy Nuclear Generation, LLC), a subsidiary of EH, which owns nuclear generating facilities
OEOhio Edison Company, an Ohio electric utility operating subsidiary
Ohio CompaniesCEI, OE and TE
PATHPotomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP
PATH-AlleghenyPATH Allegheny Transmission Company, LLC
PATH-WVPATH West Virginia Transmission Company, LLC
PEThe Potomac Edison Company, a Maryland and West Virginia electric utility operating subsidiary
PennPennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
Pennsylvania CompaniesME, PN, Penn and WP
PNPennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
Signal PeakSignal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana
TEThe Toledo Edison Company, an Ohio electric utility operating subsidiary
TrAILTrans-Allegheny Interstate Line Company, a subsidiary of FET, which owns and operates transmission facilities
Transmission CompaniesATSI, MAIT and TrAIL
UtilitiesOE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE, and WP
WPWest Penn Power Company, a Pennsylvania electric utility operating subsidiary

iii

The following abbreviations and acronyms are used to identify frequently used terms in this report:
2021 Credit FacilitiesCollectively, the six separate senior unsecured five-year syndicated revolving credit facilities entered into by FE, FET, the Utilities, and the Transmission Companies, on October 18, 2021CTAConsolidated Tax Adjustment
ACEAffordable Clean EnergyCWAClean Water Act
ADITAccumulated Deferred Income TaxesD.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
AEPAmerican Electric Power Company, Inc.DCPDFirstEnergy Corp. Deferred Compensation Plan for Outside Directors
AFSAvailable-for-saleDCRDelivery Capital Recovery
AFUDCAllowance for Funds Used During ConstructionDMRDistribution Modernization Rider
AMIAdvance Metering InfrastructureDOEUnited States Department of Energy
AMTAlternative Minimum TaxDPADeferred Prosecution Agreement entered into on July 21, 2021 between FE and S.D. Ohio
AOCIAccumulated Other Comprehensive Income (Loss)DSICDistribution System Improvement Charge
AROAsset Retirement ObligationDSPDefault Service Plan
ARPAlternative Revenue ProgramDTADeferred Tax Asset
ASCAccounting Standard CodificationE&PEarnings and Profits
ASUAccounting Standards UpdateEDCElectric Distribution Company
AYE DCDAllegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of DirectorsEDCPFirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan
AYE Director's PlanAllegheny Energy, Inc. Non-Employee Director Stock PlanEDISElectric Distribution Investment Surcharge
Bankruptcy CourtU.S. Bankruptcy Court in the Northern District of Ohio in AkronEE&CEnergy Efficiency and Conservation
BGSBasic Generation ServiceEEIEdison Electric Institute
bpsBasis pointsEGSElectric Generation Supplier
BrookfieldNorth American Transmission Company II LLC, a controlled investment vehicle entity of Brookfield Infrastructure PartnersEGUElectric Generation Units
Brookfield GuarantorsBrookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P., and Brookfield Super-Core Infrastructure Partners (ER) SCSpEHEnergy Harbor Corp.
CAAClean Air ActEmPOWER MarylandEmPOWER Maryland Energy Efficiency Act
CBACollective Bargaining AgreementENECExpanded Net Energy Cost
CCRCoal Combustion ResidualsEPAUnited States Environmental Protection Agency
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980EPSEarnings per Share
CFIUSCommittee on Foreign Investments in the United StatesEROElectric Reliability Organization
CFLCompact Fluorescent LightESGEnvironmental, Social, Corporate Governance
CFRCode of Federal RegulationsESP IVElectric Security Plan IV
CO2Carbon DioxideExchange ActSecurities and Exchange Act of 1934, as amended
Code of Business ConductThe FirstEnergy Code of Business Conduct and Ethics as approved by the FE Board on July 20, 2021Facebook®Facebook is a registered trademark of Facebook, Inc.
COVID-19Coronavirus diseaseFASBFinancial Accounting Standards Board
CPPEPA's Clean Power PlanFCAFinancial Conduct Authority
CSAPRCross-State Air Pollution RuleFE BoardFE Board of Directors
CSRConservation Support RiderFE Revolving FacilityFE and the Utilities’ former five-year syndicated revolving credit facility, as amended, and replaced by the 2021 Credit Facilities on October 18, 2021

iv

FERCFederal Energy Regulatory CommitteeNDTNuclear Decommissioning Trust
FES BankruptcyFES Debtors' voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy CourtNERCNorth American Electric Reliability Corporation
FET BoardThe Board of Directors of FETNJBPUNew Jersey Board of Public Utilities
FET LLC AgreementThird Amended and Restated Limited Liability Company Operating Agreement of FETNJ Rate CounselNew Jersey Division of Rate Counsel
FET P&SAPurchase and Sale Agreement entered into on November 6, 2021, by and between FE, FET, Brookfield and Brookfield GuarantorsNOLNet Operating Loss
FET Revolving FacilityFET and certain of its subsidiaries’ former five-year syndicated revolving credit facility, as amended, and replaced by the 2021 Credit Facilities on October 18, 2021NOxNitrogen Oxide
FitchFitch Ratings ServiceNPDESNational Pollutant Discharge Elimination System
FMBFirst Mortgage BondNRCNuclear Regulatory Commission
FPAFederal Power ActNSRNew Source Review
FTRFinancial Transmission RightNUGNon-Utility Generation
GAAPAccounting Principles Generally Accepted in the United States of AmericaNYPSCNew York State Public Service Commission
GHGGreenhouse GasesOAGOhio Attorney General
HB 6House Bill 6, as passed by Ohio's 133rd General AssemblyOCAOffice of Consumer Advocate
HB 128House Bill 128, as passed by Ohio's 134th General AssemblyOCCOhio Consumers' Counsel
IBAICE Benchmark Administration LimitedODSAOhio Development Service Agency
IBEWInternational Brotherhood of Electrical WorkersOPEBOther Post-Employment Benefits
ICP 2007FirstEnergy Corp. 2007 Incentive Compensation PlanOPEIUOffice and Professional Employees International Union
ICP 2015FirstEnergy Corp. 2015 Incentive Compensation PlanOPICOther Paid-in Capital
ICP 2020FirstEnergy Corp. 2020 Incentive Compensation PlanOSHAOccupational Safety and Health Administration
IRSInternal Revenue ServiceOVECOhio Valley Electric Corporation
ISOIndependent System OperatorPA DEPPennsylvania Department of Environmental Protection
ITCInvestment Tax CreditPCRBPollution Control Revenue Bond
kVKilovoltPIRPhase-In Recovery Rider
KWHKilowatt-hourPJMPJM Interconnection, LLC
LEDLight Emitting DiodePJM TariffPJM Open Access Transmission Tariff
LIBORLondon Inter-Bank Offered RatePOLRProvider of Last Resort
LOCLetter of CreditPPAPurchase Power Agreement
LSELoad Serving EntityPPBParts per Billion
LTIIPsLong-Term Infrastructure Improvement PlansPPUCPennsylvania Public Utility Commission
MDPSCMaryland Public Service CommissionPUCOPublic Utilities Commission of Ohio
MGPManufactured Gas PlantsPURPAPublic Utility Regulatory Policies Act of 1978
MISOMidcontinent Independent System Operator, Inc.RCRAResource Conservation and Recovery Act
Moody’sMoody’s Investors Service, Inc.RECRenewable Energy Credit
MWMegawattRegulation FDRegulation Fair Disclosure promulgated by the SEC
MWHMegawatt-hourRFCReliabilityFirst Corporation
NAAQSNational Ambient Air Quality StandardsRFPRequest for Proposal
NAVNet Asset ValueRGGIRegional Greenhouse Gas Initiative
N.D. OhioNorthern District of OhioROEReturn on Equity

v

RSSRich Site SummarySRECSolar Renewable Energy Credit
RTEPRegional Transmission Expansion PlanSSOStandard Service Offer
RTORegional Transmission OrganizationSVCStatic Var Compensator
SBCSocietal Benefits ChargeS&PStandard & Poor’s Ratings Service
SCOHSupreme Court of OhioTax ActTax Cuts and Jobs Act adopted December 22, 2017
S.D. OhioSouthern District of OhioTMI-1Three Mile Island Unit 1
SECUnited States Securities and Exchange CommissionTMI-2Three Mile Island Unit 2
SEETSignificantly Excessive Earnings TestTOTransmission Owner
SF6Sulfur hexafluorideTwitter®Twitter is a registered trademark of Twitter, Inc.
SIPState Implementation Plan(s) Under the Clean Air ActUWUAUtility Workers Union of America
SLCSpecial Litigation Committee of the FE BoardVEPCOVirginia Electric and Power Company
SO2Sulfur DioxideVIEVariable Interest Entity
SOFRSecured Overnight Financing RateVSCCVirginia State Corporation Commission
SOSStandard Offer ServiceWVPSCPublic Service Commission of West Virginia

vi

PART I

Next: Item 1. BUSINESS