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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, 2022

OR

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

For the transition period from ___________________ to ___________________

fe-20221231_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. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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.

$21,916,076,568 as of June 30, 2022

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, 2023
Common Stock, $0.10 par value572,245,184

Documents Incorporated By Reference

PART OF FORM 10-K INTO WHICH
DOCUMENTDOCUMENT IS INCORPORATED
Proxy Statement for 2023 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 24, 2023Part III

TABLE OF CONTENTS

Page
Glossary of Termsiii
Part I
Item 1. Business1
The Companies1
Utility Regulation3
Capital Requirements4
System Demand5
Regional Reliability5
Competition5
Seasonality5
Human Capital6
Information About Our Executive Officers8
FirstEnergy Website and Other Social Media Sites and Applications8
Item 1A. Risk Factors9
Item 1B. Unresolved Staff Comments23
Item 2. Properties23
Item 3. Legal Proceedings24
Item 4. Mine Safety Disclosures24
Part II25
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25
Item 6. [Reserved]25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk70
Item 8. Financial Statements and Supplementary Data70
Report of Independent Registered Public Accounting Firm71
Financial Statements
Consolidated Statements of Income73
Consolidated Statements of Comprehensive Income74
Consolidated Balance Sheets75
Consolidated Statements of Stockholders' Equity76
Consolidated Statements of Cash Flows77
Notes to Consolidated Financial Statements78
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure125
Item 9A. Controls and Procedures125
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 Compensation126
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127
Item 13. Certain Relationships and Related Transactions, and Director Independence127
Item 14. Principal Accounting Fees and Services127
Part IV128
Item 15. Exhibits, Financial Statement Schedule128
Item 16. Form 10-K Summary132

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
FEFirstEnergy Corp., a public utility holding company
FELHC, Inc.FirstEnergy License Holding Company
FENOCEnergy Harbor Nuclear Corp. (formerly known as FirstEnergy Nuclear Operating Company), a subsidiary of EH, which operates EH’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 DebtorsFENOC, FES, and FES’ subsidiaries as of March 31, 2018
FESCFirstEnergy Service Company, which provides legal, financial, and other corporate support services
FETFirstEnergy Transmission, LLC, the parent company of ATSI, 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
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
GPUGPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001
JCP&LJersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
KATCoKeystone Appalachian Transmission Company, a former subsidiary of FET which became a subsidiary of FE in May 2022
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
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, 2021CWAClean Water Act
2031 NotesFE’s 7.375% Notes, Series C, due 2031D.C. CircuitUnited States Court of Appeals for the District of Columbia Circuit
2047 NotesFE’s 4.85% Notes, Series C, due 2047DCPDFE Deferred Compensation Plan for Outside Directors
A&R FET LLC AgreementFourth Amended and Restated Limited Liability Company Operating Agreement of FETDCRDelivery Capital Recovery
ACEAffordable Clean EnergyDEIDiversity, Equity and Inclusion
ADITAccumulated Deferred Income TaxesDMRDistribution Modernization Rider
AEPAmerican Electric Power Company, Inc.DPADeferred Prosecution Agreement entered into on July 21, 2021 between FE and U.S. Attorney’s Office for the Southern District of Ohio
AEPSCAmerican Electric Power Service CorporationDSICDistribution System Improvement Charge
AFSAvailable-for-saleDSPDefault Service Plan
AFSIAdjusted Financial Statement IncomeDTADeferred Tax Asset
AFUDCAllowance for Funds Used During ConstructionE&PEarnings and Profits
AMIAdvance Metering InfrastructureEDCElectric Distribution Company
AMTAlternative Minimum TaxEDCPFE Amended and Restated Executive Deferred Compensation Plan
AOCIAccumulated Other Comprehensive Income (Loss)EEIEdison Electric Institute
AROAsset Retirement ObligationEESGEmployee, Environmental, Social, Corporate Governance
ARPAlternative Revenue ProgramEGSElectric Generation Supplier
ASCAccounting Standards CodificationEGUElectric Generation Units
ASUAccounting Standards UpdateEHEnergy Harbor Corp.
Bankruptcy CourtU.S. Bankruptcy Court in the Northern District of Ohio in AkronELGEffluent Limitation Guidelines
BGSBasic Generation ServiceEmPOWER MarylandEmPOWER Maryland Energy Efficiency Act
BrookfieldNorth American Transmission Company II L.P., a controlled investment vehicle entity of Brookfield Infrastructure PartnersENECExpanded Net Energy Cost
Brookfield GuarantorsBrookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P., and Brookfield Super-Core Infrastructure Partners (ER) SCSpEPAUnited States Environmental Protection Agency
CAAClean Air ActEPSEarnings per Share
CCRCoal Combustion ResidualsESP IVElectric Security Plan IV
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980Exchange ActSecurities and Exchange Act of 1934, as amended
CFIUSCommittee on Foreign Investments in the United StatesFacebook®Facebook is a registered trademark of Facebook, Inc.
CFRCode of Federal RegulationsFASBFinancial Accounting Standards Board
CO2Carbon DioxideFCAFinancial Conduct Authority
COVID-19Coronavirus diseaseFE BoardFE Board of Directors
CPPEPA's Clean Power PlanFE 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
CSAPRCross-State Air Pollution RuleFERCFederal Energy Regulatory Committee
CTAConsolidated Tax AdjustmentFES BankruptcyFES Debtors' voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court

iv

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 Minority Equity Interest SaleSale of membership interests of FET, such that Brookfield will own 49.9% of FETNOLNet Operating Loss
FET P&SA IPurchase and Sale Agreement entered into on November 6, 2021, by and between FE, FET, Brookfield and the Brookfield GuarantorsNOxNitrogen Oxide
FET P&SA IIPurchase and Sale Agreement entered into on February 2, 2023, by and between FE, FET, Brookfield, and the Brookfield GuarantorsNSRNew Source Review
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, 2021NUGNon-Utility Generation
FitchFitch Ratings ServiceNYPSCNew York State Public Service Commission
FMBFirst Mortgage BondOAGOhio Attorney General
FPAFederal Power ActOCCOhio Consumers' Counsel
FTRFinancial Transmission RightODSAOhio Development Service Agency
GAAPAccounting Principles Generally Accepted in the United States of AmericaOhio StipulationStipulation and Recommendation, dated November 1, 2021, entered into by and among the Ohio Companies, the OCC, PUCO Staff, and several other signatories
GHGGreenhouse GasesOPEBOther Post-Employment Benefits
HB 6House Bill 6, as passed by Ohio's 133rd General AssemblyOPEIUOffice and Professional Employees International Union
IBAICE Benchmark Administration LimitedOPICOther Paid-in Capital
IBEWInternational Brotherhood of Electrical WorkersOSHAOccupational Safety and Health Administration
ICP 2015FirstEnergy Corp. 2015 Incentive Compensation PlanOSMREUnited States Department of Interior, Office of Surface Mining Reclamation and Enforcement
ICP 2020FirstEnergy Corp. 2020 Incentive Compensation PlanOVECOhio Valley Electric Corporation
IRA of 2022Inflation Reduction Act of 2022PA ConsolidationConsolidation of the Pennsylvania Companies
IRSInternal Revenue ServicePA NewCoIn connection with the PA Consolidation, a new Pennsylvania corporation as a wholly-owned, indirect subsidiary of FE
ISOIndependent System OperatorPJMPJM Interconnection, LLC
kVKilovoltPJM TariffPJM Open Access Transmission Tariff
kWhKilowatt-hourPOLRProvider of Last Resort
LIBORLondon Inter-Bank Offered RatePPAPurchase Power Agreement
LOCLetter of CreditPPUCPennsylvania Public Utility Commission
LTIIPsLong-Term Infrastructure Improvement PlansPUCOPublic Utilities Commission of Ohio
MDPSCMaryland Public Service CommissionRecoupment PolicyFirstEnergy Executive Compensation Recoupment Policy
MGPManufactured Gas PlantsRegulation FDRegulation Fair Disclosure promulgated by the SEC
MISOMidcontinent Independent System Operator, Inc.RFCReliabilityFirst Corporation
Moody’sMoody’s Investors Service, Inc.RFPRequest for Proposal
MWMegawattRGGIRegional Greenhouse Gas Initiative
MWHMegawatt-hourROEReturn on Equity
NCINoncontrolling InterestRTORegional Transmission Organization
N.D. OhioFederal District Court, Northern District of OhioSBCSocietal Benefits Charge
NERCNorth American Electric Reliability CorporationS.D. OhioFederal District Court, Southern District of Ohio

v

SECUnited States Securities and Exchange CommissionTax ActTax Cuts and Jobs Act adopted December 22, 2017
SEETSignificantly Excessive Earnings TestTMI-1Three Mile Island Unit 1
SIPState Implementation Plan(s) under the Clean Air ActTMI-2Three Mile Island Unit 2
SLCSpecial Litigation Committee of the FE BoardTOTransmission Owner
SO2Sulfur DioxideTwitter®Twitter is a registered trademark of Twitter, Inc.
SOFRSecured Overnight Financing RateUWUAUtility Workers Union of America
SOSStandard Offer ServiceVARVolt-Amps Reactive, the measuring unit for reactive power
SRECSolar Renewable Energy CreditVEPCOVirginia Electric and Power Company
SSOStandard Service OfferVIEVariable Interest Entity
SVCStatic Var CompensatorVSCCVirginia State Corporation Commission
S&PStandard & Poor’s Ratings ServiceWVPSCPublic Service Commission of West Virginia
S&P 500Standard & Poor’s 500 index

vi

PART I

Next: Item 1. BUSINESS