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, 2023

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:

Title of Each Class						Trading Symbol						Name of Each Exchange on Which Registered
Common Stock, $0.10 par value per share						FE						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			☑			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 asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

$22,261,707,443 as of June 30, 2023

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, 2024
Common Stock, $0.10 par value						574,440,850

Documents Incorporated By Reference

						PART OF FORM 10-K INTO WHICH
DOCUMENT						DOCUMENT IS INCORPORATED
Portions of the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders of FirstEnergy Corp. to be held May 22, 2024.						Part III

TABLE OF CONTENTS

			Page
Glossary of Terms			iii
Part I
Item 1. Business			1
The Companies			1
Capital Requirements			4
Supply Plan			4
System Demand			5
Regional Reliability			5
Competition			5
Seasonality			5
Human Capital			6
Information About Our Executive Officers			8
FirstEnergy Website and Other Social Media Sites and Applications			9
Item 1A. Risk Factors			10
Item 1B. Unresolved Staff Comments			24
Item 1C. Cybersecurity			24
Item 2. Properties			26
Item 3. Legal Proceedings			27
Item 4. Mine Safety Disclosures			27
Part II			28
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			28
Item 6. [Reserved]			28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			77
Item 8. Financial Statements and Supplementary Data			77
Report of Independent Registered Public Accounting Firm			78
Financial Statements
Consolidated Statements of Income			80
Consolidated Statements of Comprehensive Income			81
Consolidated Balance Sheets			82
Consolidated Statements of Stockholders' Equity			83
Consolidated Statements of Cash Flows			84
Notes to Consolidated Financial Statements			85
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure			135
Item 9A. Controls and Procedures			135
Item 9B. Other Information			135

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Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections			136
Part III			136
Item 10. Directors, Executive Officers and Corporate Governance			136
Item 11. Executive Compensation			136
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			136
Item 13. Certain Relationships and Related Transactions, and Director Independence			136
Item 14. Principal Accountant Fees and Services			137
Part IV			137
Item 15. Exhibit and Financial Statement Schedules			137
Item 16. Form 10-K Summary			142

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 Supply			Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary of FE
AGC			Allegheny Generating Company, a generation subsidiary of MP
ATSI			American Transmission Systems, Incorporated, a transmission subsidiary of FET
CEI			The Cleveland Electric Illuminating Company, an Ohio electric utility subsidiary of FE
FE			FirstEnergy Corp., a public utility holding company
FENOC			Energy Harbor Nuclear Corp. (formerly known as FirstEnergy Nuclear Operating Company), a subsidiary of EH, which operates EH’s nuclear generating facilities
FE PA			FirstEnergy Pennsylvania Electric Company, a Pennsylvania electric utility subsidiary of FirstEnergy Pennsylvania Holding Company LLC, a wholly owned subsidiary of FE
FES			Energy Harbor LLC (formerly known as FirstEnergy Solutions Corp.), a subsidiary of EH, which provides energy-related products and services
FESC			FirstEnergy Service Company, which provides legal, financial, and other corporate support services
FES Debtors			FENOC, FES, and FES’ subsidiaries as of March 31, 2018
FET			FirstEnergy Transmission, LLC a consolidated VIE of FE, and the parent company of ATSI, MAIT and TrAIL, and having a joint venture in PATH
FEV			FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
FirstEnergy			FirstEnergy Corp., together with its consolidated subsidiaries
Global Holding			Global Mining Holding Company, LLC, a joint venture between FEV, WMB Marketing Ventures, LLC and Pinesdale LLC
JCP&L			Jersey Central Power & Light Company, a New Jersey electric utility subsidiary of FE
KATCo			Keystone Appalachian Transmission Company, a transmission subsidiary of FE
MAIT			Mid-Atlantic Interstate Transmission, LLC, a transmission subsidiary of FET
ME			Metropolitan Edison Company, a former Pennsylvania electric utility subsidiary of FE, which merged with and into FE PA on January 1, 2024
MP			Monongahela Power Company, a West Virginia electric utility subsidiary of FE
OE			Ohio Edison Company, an Ohio electric utility subsidiary of FE
Ohio Companies			CEI, OE and TE
PATH			Potomac-Appalachian Transmission Highline, LLC, a joint venture between FE and a subsidiary of AEP
PATH-Allegheny			PATH Allegheny Transmission Company, LLC
PATH-WV			PATH West Virginia Transmission Company, LLC
PE			The Potomac Edison Company, a Maryland and West Virginia electric utility subsidiary of FE
Penn			Pennsylvania Power Company, a former Pennsylvania electric utility subsidiary of OE, which merged with and into FE PA on January 1, 2024
Pennsylvania Companies			ME, PN, Penn and WP, each of which merged with and into FE PA on January 1, 2024
PN			Pennsylvania Electric Company, a former Pennsylvania electric utility subsidiary of FE, which merged with and into FE PA on January 1, 2024
Signal Peak			Signal Peak Energy, LLC, an indirect subsidiary of Global Holding that owns mining operations near Roundup, Montana
TE			The Toledo Edison Company, an Ohio electric utility subsidiary of FE
TrAIL			Trans-Allegheny Interstate Line Company, a transmission subsidiary of FET
Transmission Companies			ATSI, KATCo, MAIT and TrAIL
Utilities			OE, CEI, TE, Penn, JCP&L, ME, PN, MP, PE and WP
WP			West Penn Power Company, a former Pennsylvania electric utility subsidiary of FE, which merged with and into FE PA on January 1, 2024

iii

The following abbreviations and acronyms are used to identify frequently used terms in this report:
2021 Credit Facilities			Collectively, the six separate senior unsecured five-year syndicated revolving credit facilities entered into by FE, the Utilities and the Transmission Companies, on October 18, 2021, as amended through October 20, 2023
2023 Credit Facilities			Collectively, the FET Revolving Facility and KATCo Revolving Facility
2026 Convertible Notes			FE's 4.00% convertible senior notes, due 2026
2031 Notes			FE’s 7.375% Notes, Series C, due 2031
A&R FET LLC Agreement			Fourth Amended and Restated Limited Liability Company Operating Agreement of FET
ACE			Affordable Clean Energy
AEP			American Electric Power Company, Inc.
AFS			Available-for-sale
AFSI			Adjusted Financial Statement Income
AFUDC			Allowance for Funds Used During Construction
AMI			Advanced Metering Infrastructure
AMT			Alternative Minimum Tax
AOCI			Accumulated Other Comprehensive Income (Loss)
ARO			Asset Retirement Obligation
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
Bankruptcy Court			U.S. Bankruptcy Court in the Northern District of Ohio in Akron
BGS			Basic Generation Service
Brookfield			North American Transmission Company II L.P., a controlled investment vehicle entity of Brookfield Infrastructure Partners
Brookfield Guarantors			Brookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P., and Brookfield Super-Core Infrastructure Partners (ER) SCSp
CAA			Clean Air Act
CCR			Coal Combustion Residual
CERCLA			Comprehensive Environmental Response, Compensation, and Liability Act of 1980
CFIUS			Committee on Foreign Investments in the United States
CFR			Code of Federal Regulations
CISO			Chief Information Security Officer
CO2			Carbon Dioxide
COVID-19			Coronavirus disease
CPP			EPA's Clean Power Plan
CSAPR			Cross-State Air Pollution Rule
CTA			Consolidated Tax Adjustment
D.C. Circuit			United States Court of Appeals for the District of Columbia Circuit
DCPD			FE Deferred Compensation Plan for Outside Directors
DCR			Delivery Capital Recovery
DEI			Diversity, Equity and Inclusion
DMR			Distribution Modernization Rider
DPA			Deferred Prosecution Agreement entered into on July 21, 2021 between FE and the U.S. Attorney’s Office for the S.D. Ohio
DSIC			Distribution System Improvement Charge
EDC			Electric Distribution Company
EDCP			FE Amended and Restated Executive Deferred Compensation Plan
EDIS			Electric Distribution Investment Surcharge
EE&C			Energy Efficiency and Conservation
EEI			The Edison Electric Institute
EESG			Employee, Environmental, Social and Corporate Governance

iv

EGS			Electric Generation Supplier
EGU			Electric Generation Unit
EH			Energy Harbor Corp.
ELG			Effluent Limitation Guidelines
EmPOWER Maryland			EmPOWER Maryland Energy Efficiency Act
ENEC			Expanded Net Energy Cost
Energize365			FirstEnergy's Transmission and Distribution Infrastructure Investment Program.
EnergizeNJ			JCP&L's second Infrastructure Investment Program
EPA			United States Environmental Protection Agency
EPS			Earnings per Share
ESP IV			Electric Security Plan IV
ESP V			Electric Security Plan V
Exchange Act			Securities and Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FE Board			FE Board of Directors
FE Revolving Facility			FE and the Utilities’ former five-year syndicated revolving credit facility, as amended, and replaced by the 2021 Credit Facilities on October 18, 2021
FERC			Federal Energy Regulatory Commission
FET Board			FET Board of Directors
FET LLC Agreement			Third Amended and Restated Limited Liability Company Operating Agreement of FET
FET Minority Equity Interest Sale			Sale of an additional 30% membership interest of FET, such that Brookfield will own 49.9% of FET
FET P&SA I			Purchase and Sale Agreement entered into on November 6, 2021, by and between FE, FET, Brookfield and the Brookfield Guarantors
FET P&SA II			Purchase and Sale Agreement entered into on February 2, 2023, by and between FE, FET, Brookfield, and the Brookfield Guarantors
FET Revolving Facility			FET’s five-year syndicated revolving credit facility, dated as of October 20, 2023
Fitch			Fitch Ratings Service
FMB			First Mortgage Bond
FTR			Financial Transmission Right
GAAP			Generally Accepted Accounting Principles in the United States of America
GHG			Greenhouse Gas
HB 6			House Bill 6, as passed by Ohio's 133rd General Assembly
IBEW			International Brotherhood of Electrical Workers
ICP 2015			FirstEnergy Corp. 2015 Incentive Compensation Plan
ICP 2020			FirstEnergy Corp. 2020 Incentive Compensation Plan
IRA of 2022			Inflation Reduction Act of 2022
IRS			Internal Revenue Service
KATCo Revolving Facility			KATCo’s four-year syndicated revolving credit facility, dated as of October 20, 2023
kV			Kilovolt
kWh			Kilowatt-hour
LOC			Letter of Credit
LTIIP			Long-Term Infrastructure Improvement Plan
MDPSC			Maryland Public Service Commission
MGP			Manufactured Gas Plants
Moody’s			Moody’s Investors Service, Inc.
MW			Megawatt
MWh			Megawatt-hour
NAV			Net Asset Value
NCI			Noncontrolling Interest

v

N.D. Ohio			Federal District Court, Northern District of Ohio
NERC			North American Electric Reliability Corporation
NJBPU			New Jersey Board of Public Utilities
NOL			Net Operating Loss
NOx			Nitrogen Oxide
NSR			New Source Review
NUG			Non-Utility Generation
NYPSC			New York State Public Service Commission
OAG			Ohio Attorney General
OCC			Ohio Consumers' Counsel
ODSA			Ohio Development Service Agency
Ohio Stipulation			Stipulation and Recommendation, dated November 1, 2021, entered into by and among the Ohio Companies, the OCC, PUCO Staff, and several other signatories
OOCIC			Ohio Organized Crime Investigations Commission, which is composed of members of the Ohio law enforcement community and is chaired by the OAG
OPEB			Other Postemployment Benefits
OPEIU			Office and Professional Employees International Union
OSMRE			United States Department of the Interior, Office of Surface Mining Reclamation and Enforcement
OVEC			Ohio Valley Electric Corporation
PA Consolidation			Consolidation of the Pennsylvania Companies
PEER			FirstEnergy's Program for Enhanced Employee Retirement
PJM			PJM Interconnection, LLC, an RTO
PJM Region			The territory that PJM coordinates the movement of electricity through, including 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.
PJM Tariff			PJM Open Access Transmission Tariff
POLR			Provider of Last Resort
PPA			Purchase Power Agreement
PPUC			Pennsylvania Public Utility Commission
PUCO			Public Utilities Commission of Ohio
Regulation FD			Regulation Fair Disclosure promulgated by the SEC
RFC			ReliabilityFirst Corporation
ROE			Return on Equity
RTO			Regional Transmission Organization
S.D. Ohio			Federal District Court, Southern District of Ohio
SEC			United States Securities and Exchange Commission
SEET			Significantly Excessive Earnings Test
SIP			State Implementation Plan(s) under the CAA
SLC			Special Litigation Committee of the FE Board
SO2			Sulfur Dioxide
SOFR			Secured Overnight Financing Rate
SOS			Standard Offer Service
SPE			Special Purpose Entity
SSO			Standard Service Offer
S&P			Standard & Poor’s Ratings Service
S&P 500			Standard & Poor’s 500 index
Tax Act			Tax Cuts and Jobs Act adopted December 22, 2017
UWUA			Utility Workers Union of America
VEPCO			Virginia Electric and Power Company
VIE			Variable Interest Entity

vi

VSCC			Virginia State Corporation Commission
WVPSC			Public Service Commission of West Virginia

vii

PART I