FirstEnergy 10-Q 2025-06-30

Filed 2025-07-30. 8 sections, 635K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

OR

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

For the transition period from ___________________ to ___________________

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CommissionRegistrants;I.R.S. Employer
File NumbersAddress and Telephone NumberStates of IncorporationIdentification Nos.
333-21011FIRSTENERGY CORP.Ohio34-1843785
341 White Pond Drive
AkronOH44320
Telephone(800)736-3402
1-3141JERSEY CENTRAL POWER & LIGHT COMPANYNew Jersey21-0485010
300 Madison Avenue
MorristownNJ07962
Telephone(800)736-3402

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

RegistrantTitle of Each ClassTrading SymbolName of Each Exchange on Which Registered
FirstEnergy Corp.Common Stock, $0.10 par valueFENew York Stock Exchange

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.

FirstEnergy Corp.Yes☑No☐
Jersey Central Power & Light CompanyYes☑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).

FirstEnergy Corp.Yes☑No☐
Jersey Central Power & Light CompanyYes☑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☑ FirstEnergy Corp.
Accelerated Filer☐ N/A
Non-accelerated Filer☑ Jersey Central Power & Light Company
Smaller Reporting Company☐ N/A
Emerging Growth Company☐ N/A

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

FirstEnergy Corp.Yes☐No☑
Jersey Central Power & Light CompanyYes☐No☑

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

OUTSTANDING
REGISTRANTSCLASSAs of June 30, 2025
FirstEnergy Corp.Common Stock, $0.10 par value577,403,931
Jersey Central Power & Light CompanyCommon Stock, $10 par value13,628,447, all held by FirstEnergy Corp.

This combined Form 10-Q is separately filed by FirstEnergy Corp. and Jersey Central Power & Light Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Jersey Central Power & Light Company makes no representation as to information relating to FirstEnergy Corp.

Jersey Central Power & Light Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) to Form 10-Q.

FirstEnergy Website and Other Social Media Sites and Applications

Each of the registrants’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, and all other documents filed with or furnished to the SEC pursuant to Section 13(a) of the Exchange Act are made available free of charge on FirstEnergy’s website at investors.firstenergycorp.com. These documents are also available to the public from commercial document retrieval services and the website maintained by the SEC at www.sec.gov.

These SEC filings are posted on FirstEnergy’s website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Additionally, FirstEnergy routinely posts additional important information, including press releases, investor presentations, investor factbooks, regulatory activity updates, and notices of upcoming events under the “Investors” section of FirstEnergy’s website a

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FIRSTENERGY CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY AND RECENT DEVELOPMENTS

Company Overview

FirstEnergy is dedicated to integrity, safety, reliability and operational excellence and is principally involved in the transmission, distribution and generation of electricity through its reportable segments: Distribution, Integrated and Stand-Alone Transmission. Its EDCs form one of the nation's largest investor-owned electric systems, serving over six million customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. FirstEnergy’s transmission subsidiaries operate more than 24,000 miles of transmission lines that connect the Midwest and Mid-Atlantic regions and two regional transmission operation centers. As of June 30, 2025, AGC and MP control 3,610 MWs of net maximum generation capacity.

FIRSTENERGY’S CONSOLIDATED RESULTS OF OPERATIONS

Second Quarter of 2025 Compared with Second Quarter of 2024

(In millions)For the Three Months Ended June 30,
20252024Increase (Decrease)
Revenues$3,380$3,280$1003%
Operating expenses(2,734)(2,857)(123)(4)%
Other expenses, net(240)(260)(20)(8)%
Income taxes(88)(65)2335%
Income attributable to noncontrolling interest(50)(53)(3)(6)%
Earnings attributable to FE$268$45$223496%

Earnings attributable to FE was $268 million or $0.46 per share (basic and diluted) in the second quarter of 2025 compared to $45 million or $0.08 per share (basic and diluted) in the second quarter of 2024, representing an increase of $223 million that was primarily due to the following:

  • The absence of the previously-disclosed $100 million civil penalty resulting from the SEC investigation and the $19.5 million settlement with the OAG’s office, which were both recorded as loss contingencies in the second quarter of 2024;

  • The absence of $207 million (pre-tax) in charges related to changes in ARO liabilities associated with final CCR rules and McElroy’s Run in the second quarter of 2024;

  • The absence of a $32.5 million (pre-tax) contribution commitment by the Ohio Companies, as a result of the PUCO’s ESP V order in the second quarter of 2024;

  • Higher earnings associated with the implementation of the Pennsylvania base rate case;

  • Lower customer credits associated with the PUCO-approved Ohio Stipulation;

  • Lower other operating expenses, primarily due to increased construction support and lower maintenance work;

  • Higher revenues from regulated capital investments that increased rate base; and

  • Lower debt redemption costs.

These factors were partially offset by the following:

  • The absence of net proceeds from the shareholder derivative lawsuit settlement received in the second quarter of 2024;

  • Lower customer usage as a result of the milder weather temperatures and lower weather-adjusted customer usage and demand;

  • The expected elimination of the 50 basis point ROE adder associated with ATSI’s RTO membership as a result of the Sixth Circuit ruling in January 2025;

  • The absence of interest income related to the FET Equity Interest Sale, the purchase price of which was paid in part by the issuance of promissory notes;

  • Lower investment earnings related to FEV’s equity method investment in Global Holding, which as discussed above, was sold on July 16, 2025; and

  • Higher employee benefit costs.

Detailed segment reporting explanations are included below.

Distribution services by customer class are summarized in the following table:

For the Three Months Ended June 30,
(In thousands)ActualWeather-Adjusted
Electric Distribution MWh Deliveries20252024(Decrease)20252024Increase (Decrease)
Residential11,95712,536(4.6)%11,75011,907(1.3)%
Commercial(1)9,5849,668(0.9)%9,5469,4670.8%
Industrial12,969

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Information” in Item 2 above.

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The management of the Registrants, with the participation of their respective principal executive officer and principal financial officer, have established and evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the principal executive officers and principal financial officers of the Registrants have concluded that the disclosure controls and procedures in place were effective as of the end of the period covered by this report.

(b) Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2025, there were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Registrants’ internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information required for Part II, Item 1 is incorporated by reference to the discussions in Note 9, “Regulatory Matters,” and Note 10, “Commitments, Guarantees and Contingencies,” of the Combined Notes to Financial Statements of the Registrants in Part I, Item 1 of this Form 10-Q.

Item 1A. RISK FACTORS

You should carefully consider the FirstEnergy risk factors discussed in "Item 1A. Risk Factors" in FirstEnergy’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION.

Trading Arrangements

During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Registrants adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

Item 6. EXHIBITS

Exhibit NumberDescription
FirstEnergy
4.1Indenture Relating to 3.625% Convertible Senior Notes due 2029, dated as of June 12, 2025, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.1, File No. 333-21011).
4.2Indenture Relating to 3.875% Convertible Senior Notes due 2031, dated as of June 12, 2025, between FirstEnergy Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.2, File No. 333-21011).
4.3Form of 3.625% Convertible Senior Notes due 2029 (included in Exhibit 4.1) (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.1, File No. 333-2101).
4.4Form of 3.875% Convertible Senior Notes due 2031 (included in Exhibit 4.2) (incorporated by reference to FirstEnergy’s Form 8-K filed June 12, 2025, Exhibit 4.2, File No. 333-21011).
(A)31.1Certification of chief executive officer, as adopted pursuant to Rule 13a-14(a)
(A)31.2Certification of chief financial officer, as adopted pursuant to Rule 13a-14(a)
(A)32Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. Section 1350
101The following materials from the Quarterly Report on Form 10-Q of FirstEnergy Corp. for the period ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, (vi) related notes to these financial statements and (vii) document and entity information.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101)
JCP&L
(A)31.1Certification of principal executive officer, as adopted pursuant to Rule 13a-14(a)
(A)31.2Certification of principal financial officer, as adopted pursuant to Rule 13a-14(a)
(A)32Certification of principal executive officer and principal financial officer, pursuant to 18 U.S.C. Section 1350
101The following materials from the Quarterly Report on Form 10-Q of Jersey Central Power & Light Company for the period ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Statements of Income and Comprehensive Income, (ii) Balance Sheets, (iii) Statements of Common Stockholder's Equity, (iv) Statements of Cash Flows, (v) related notes to these financial statements and (vi) document and entity information.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101)

(A) Provided herein in electronic format as an exhibit.

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstEnergy and JCP&L have not filed as an exhibit to this Form 10-Q any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of their respective total assets, but hereby agree to furnish to the SEC on request any such documents.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

July 30, 2025

FIRSTENERGY CORP.
Registrant
/s/ Jason J. Lisowski
Jason J. Lisowski
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
JERSEY CENTRAL POWER & LIGHT COMPANY
Registrant
/s/ Tracy M. Ashton
Tracy M. Ashton
Controller
(Principal Accounting Officer)