FIRSTENERGY CORP [FE] Filings

10-Q 1 fe-20240630.htm 10-Q fe-20240630

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, 2024

☐ 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

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

New 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.

Yes

☑

☐

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

☑

☐

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

Yes

☐

☑

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


						OUTSTANDING
CLASS						As of June 30, 2024
Common Stock, $0.10 par value						575,922,417

FirstEnergy Website and Other Social Media Sites and Applications

FirstEnergy’s 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 or through the “Investors” page of FirstEnergy’s website at www.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 and recognizes FirstEnergy’s website as a channel of distribution to reach public investors and as a means of disclosing (including initially or exclusively) material non-public information for complying with disclosure obligations under Regulation FD. Investors may be notified of postings to the website by signing up for email alerts and Rich Site Summary feeds on the “Investors” page of FirstEnergy’s website. FirstEnergy also uses X (the social networking site formerly known as Twitter®), LinkedIn®, YouTube® and Facebook® as additional channels of distribution to reach public investors and as a supplemental means of disclosing material non-public information for complying with its disclosure obligations under Regulation FD. Information contained on FirstEnergy’s website, X (the social networking site formerly known as Twitter®) handle, LinkedIn® profile, YouTube® channel or Facebook® page, and any corresponding applications of those sites, shall not be deemed incorporated into, or to be part of, this report.

Forward-Looking Statements: This Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” "forecast," "target," "will," "intend," “believe,” "project," “estimate," "plan" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following (see Glossary of Terms for definitions of capitalized terms):

•The potential liabilities, increased costs and unanticipated developments resulting from government investigations and agreements, including those associated with compliance with or failure to comply with the DPA.

•The risks and uncertainties associated with government investigations and audits regarding HB 6 and related matters, including potential adverse impacts on federal or state regulatory matters, including, but not limited to, matters relating to rates.

•The risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings, particularly regarding HB 6 related matters, including risks associated with obtaining dismissal of the derivative shareholder lawsuits.

•Changes in national and regional economic conditions, including recession, volatile interest rates, inflationary pressure, supply chain disruptions, higher fuel costs, and workforce impacts, affecting us and/or our customers and those vendors with which we do business.

•Variations in weather, such as mild seasonal weather variations and severe weather conditions (including events caused, or exacerbated, by climate change, such as wildfires, hurricanes, flooding, droughts, high wind events and extreme heat events) and other natural disasters affecting future operating results and associated regulatory actions or outcomes in response to such conditions.

•Legislative and regulatory developments, including, but not limited to, matters related to rates, energy regulatory policies, compliance and enforcement activity, cyber security, and climate change.

•The risks associated with physical attacks, such as acts of war, terrorism, sabotage or other acts of violence, and cyber-attacks and other disruptions to our, or our vendors’, information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information.

•The ability to meet our goals relating to EESG opportunities, improvements, and efficiencies, including our GHG reduction goals.

•The ability to accomplish or realize anticipated benefits through establishing a culture of continuous improvement and our other strategic and financial goals, including, but not limited to, overcoming current uncertainties and challenges associated with the ongoing government investigations, executing Energize365, our transmission and distribution investment plan, executing on our rate filing strategy, controlling costs, improving credit metrics, maintaining investment grade ratings, and growing earnings.

•Changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts may negatively impact our forecasted growth rate, results of operations, and may also cause us to make contributions to our pension sooner or in amounts that are larger than currently anticipated.

•Mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets, including those sites impacted by the recently promulgated legacy CCR rules.

•Changes to environmental laws and regulations, including, but not limited to, rules recently finalized by the EPA and the SEC related to climate change.

•Changes in customers’ demand for power, including, but not limited to, economic conditions, the impact of climate change, emerging technology, particularly with respect to electrification, energy storage and distributed sources of generation.

•The ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions.

•Future actions taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity.

•Changes in assumptions regarding factors such as economic conditions within our territories, the reliability of our transmission and distribution system, generation resource planning, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities.

•The potential of non-compliance with debt covenants in our credit facilities.

•The ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates.

•Human capital management challenges, including among other things, attracting and retaining appropriately trained and qualified employees and labor disruptions by our unionized workforce.

•Changes to significant accounting policies.

•Any changes in tax laws or regulations, including, but not limited to, the IRA of 2022, or adverse tax audit results or rulings.

•The risks and other factors discussed from time to time in our SEC filings.

Dividends declared from time to time on our common stock during any period may in the aggregate vary from prior periods due to circumstances considered by the FE Board at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

Forward-looking and other statements in this Quarterly Report on Form 10-Q regarding our Climate Strategy, including our GHG emission reduction goals, are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking statements regarding climate matters, including GHG emissions, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

TABLE OF CONTENTS


			Page

Part I. Financial Information

Glossary of Terms			ii

Item 1. Financial Statements

FirstEnergy Corp.
Consolidated Statements of Income			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Equity			4
Consolidated Statements of Cash Flows			5

Notes To Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			38

Item 3. Quantitative and Qualitative Disclosures About Market Risk			78

Item 4. Controls and Procedures			78

Part II. Other Information

Item 1. Legal Proceedings			78

Item 1A. Risk Factors			78

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			78

Item 3. Defaults Upon Senior Securities			78

Item 4. Mine Safety Disclosures			79

Item 5. Other Information			79

Item 6. Exhibits			79

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 power company subsidiary of FE
Electric Companies			OE, CEI, TE, FE PA, JCP&L, MP, and PE
FE			FirstEnergy Corp., a public electric power holding company
FE PA			FirstEnergy Pennsylvania Electric Company, a Pennsylvania electric power company subsidiary of FirstEnergy Pennsylvania Holding Company LLC, a wholly owned subsidiary of FE
FESC			FirstEnergy Service Company, which provides legal, financial, and other corporate support services
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 power company 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 power company subsidiary of FE, which merged with and into FE PA on January 1, 2024
MP			Monongahela Power Company, a West Virginia electric power company subsidiary of FE
OE			Ohio Edison Company, an Ohio electric power company 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 power company subsidiary of FE
Penn			Pennsylvania Power Company, a former Pennsylvania electric power company 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 power company 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 power company subsidiary of FE
TrAIL			Trans-Allegheny Interstate Line Company, a transmission subsidiary of FET
Transmission Companies			ATSI, KATCo, MAIT and TrAIL
WP			West Penn Power Company, a former Pennsylvania electric power company subsidiary of FE, which merged with and into FE PA on January 1, 2024


The following abbreviations and acronyms may be 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 Electric Companies 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
A&R FET LLC Agreement			Fourth Amended and Restated Limited Liability Company 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

ASU			Accounting Standards Update

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
CO2			Carbon Dioxide
COVID-19			Coronavirus disease
CPP			EPA's Clean Power Plan
CSAPR			Cross-State Air Pollution Rule

D.C. Circuit			United States Court of Appeals for the District of Columbia Circuit
DCR			Delivery Capital Recovery
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

EE&C			Energy Efficiency and Conservation
EESG			Employee, Environmental, Social and Corporate Governance
EGS			Electric Generation Supplier
EGU			Electric Generation Unit
EH			Energy Harbor Corp.
ELG			Effluent Limitation Guideline
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			Electric Security Plan

iii


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 Electric Companies’ 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 Equity Interest Sale			Sale of an additional 30% equity interest in FET that closed on March 25, 2024, such that Brookfield’s interest in FET increased from 19.9% to 49.9%
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
FIP			Federal Implementation Plan(s) under the CAA
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
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

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
NCI			Noncontrolling Interest
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
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 Post-Employment Benefits
OPIC			Other Paid-In Capital
OVEC			Ohio Valley Electric Corporation
PA Consolidation			Consolidation of the Pennsylvania Companies, effective January 1, 2024
PEER			FirstEnergy’s Program for Enhanced Employee Retirement
PJM			PJM Interconnection, LLC, an RTO
PJM Tariff			PJM Open Access Transmission Tariff


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
S&P			Standard & Poor’s Ratings Service

Tax Act			Tax Cuts and Jobs Act adopted December 22, 2017
VIE			Variable Interest Entity
VSCC			Virginia State Corporation Commission
WVPSC			Public Service Commission of West Virginia

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions, except per share amounts)	2024		2023		2024		2023

REVENUES:
Distribution services and retail generation	$	2,617	$	2,375	$	5,312	$	5,055
Transmission	579		518		1,094		978
Other	84		113		161		204
Total revenues(1)	3,280		3,006		6,567		6,237

OPERATING EXPENSES:
Fuel	128		140		233		273
Purchased power	877		894		1,913		2,018
Other operating expenses	1,170		885		2,176		1,731

Provision for depreciation	397		361		778		722

Deferral of regulatory assets, net	(8)		(33)		(172)		(113)
General taxes	293		278		604		574



Total operating expenses	2,857		2,525		5,532		5,205

OPERATING INCOME	423		481		1,035		1,032

OTHER INCOME (EXPENSE):
Debt redemption costs (Note 6)	(85)		(36)		(85)		(36)
Equity method investment earnings (Note 1)	22		35		43		91
Miscellaneous income, net	59		43		103		78

Pension and OPEB mark-to-market adjustment (Note 4)	—		59		—		59
Interest expense	(285)		(276)		(590)		(539)
Capitalized financing costs	29		22		59		43
Total other expense	(260)		(153)		(470)		(304)

INCOME BEFORE INCOME TAXES	163		328		565		728

INCOME TAXES	65		74		200		164





NET INCOME	$	98	$	254	$	365	$	564

Income attributable to noncontrolling interest	53		19		67		37

EARNINGS ATTRIBUTABLE TO FIRSTENERGY CORP.	$	45	$	235	$	298	$	527









EARNINGS PER SHARE ATTRIBUTABLE TO FIRSTENERGY CORP. (Note 3):


Basic	$	0.08	$	0.41	$	0.52	$	0.92



Diluted	$	0.08	$	0.41	$	0.52	$	0.92

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	575		573		575		573
Diluted	576		574		576		574

(1) Includes excise and gross receipts tax collections of $98 million and $92 million during the three months ended June 30, 2024 and 2023, respectively, and $213 million and $201 million during the six months ended June 30, 2024 and 2023, respectively.

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2024		2023		2024		2023

NET INCOME	$	98	$	254	$	365	$	564

OTHER COMPREHENSIVE LOSS:
Pension and OPEB prior service credits	—		(1)		—		(3)
Amortized losses on derivative hedges	4		2		4		2


Other comprehensive income (loss)	4		1		4		(1)
Income tax benefits on other comprehensive income (loss)	1		1		1		—
Other comprehensive income (loss), net of tax	3		—		3		(1)

COMPREHENSIVE INCOME	$	101	$	254	$	368	$	563

Income attributable to noncontrolling interest	53		19		67		37

COMPREHENSIVE INCOME ATTRIBUTABLE TO FIRSTENERGY CORP.	$	48	$	235	$	301	$	526

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In millions, except share amounts)	June 30, 2024		December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	60	$	137
Restricted cash	43		42
Receivables-
Customers	1,557		1,382
Less — Allowance for uncollectible customer receivables	54		64
	1,503		1,318

Other, net of allowance for uncollectible accounts of $14 in 2024 and $15 in 2023	297		266
Note receivable - Brookfield due 2024 (Note 1)	450		—
Materials and supplies, at average cost	536		512



Prepaid taxes and other	369		293

	3,258		2,568
PROPERTY, PLANT AND EQUIPMENT:
In service	51,356		50,107
Less — Accumulated provision for depreciation	14,218		13,811
	37,138		36,296
Construction work in progress	2,272		2,116
	39,410		38,412



INVESTMENTS AND OTHER NONCURRENT ASSETS:
Goodwill	5,618		5,618
Investments (Note 6)	670		663
Regulatory assets	405		369
Other	910		1,137
Note receivable - Brookfield due 2025 (Note 1)	750		—
	8,353		7,787
TOTAL ASSETS	$	51,021	$	48,767

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Currently payable long-term debt	$	2,325	$	1,250
Short-term borrowings	795		775
Accounts payable	1,477		1,362

Accrued interest	284		292
Accrued taxes	726		700
Accrued compensation and benefits	197		304

Customer deposits	228		227
Dividends payable	—		235
Other	324		241

	6,356		5,386
NONCURRENT LIABILITIES:
Long-term debt and other long-term obligations	20,831		22,885
Accumulated deferred income taxes	5,389		4,530
Retirement benefits	1,655		1,663
Regulatory liabilities	956		1,214



Other	2,106		2,173

	30,937		32,465
TOTAL LIABILITIES	37,293		37,851

EQUITY:
Common stockholders’ equity-
Common stock, $0.10 par value, authorized 700,000,000 shares - 575,922,417 and 574,335,396 shares outstanding as of June 30, 2024 and December 31, 2023, respectively.	58		57

Other paid-in capital	12,385		10,494
Accumulated other comprehensive loss	(14)		(17)
Retained earnings (Accumulated deficit)	45		(97)
Total common stockholders’ equity	12,474		10,437
Noncontrolling interest	1,254		479

TOTAL EQUITY	13,728		10,916

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 10)

TOTAL LIABILITIES AND EQUITY	$	51,021	$	48,767

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Six Months Ended June 30, 2024
	Common stock			OPIC		AOCI		Retained earnings (Accumulated deficit)		Total Common Stockholders’ Equity		NCI		Total Equity
(In millions)	Shares	Amount
Balance, January 1, 2024	574	$	57	$	10,494	$	(17)	$	(97)	$	10,437	$	479	$	10,916
Net income	—	—		—		—		253		253		14		267

Stock Investment Plan and share-based benefit plans	2	—		9		—		—		9		—		9
Cash dividends declared on common stock ($0.425 per share in March)	—	—		(88)		—		(156)		(244)		—		(244)
FET Equity Interest Sale (Note 1)	—	—		1,942		—		—		1,942		731		2,673
Noncontrolling interest distributions declared	—	—		—		—		—		—		(8)		(8)

Balance, March 31, 2024	576	$	57	$	12,357	$	(17)	$	—	$	12,397	$	1,216	$	13,613
Net income	—	—		—		—		45		45		53		98
Other comprehensive income, net of tax	—	—		—		3		—		3		—		3
Stock Investment Plan and share-based benefit plans	—	1		20		—		—		21		—		21
Noncontrolling interest distributions declared	—	—		—		—		—		—		(7)		(7)
Other	—	—		8		—		—		8		(8)		—
Balance, June 30, 2024	576	$	58	$	12,385	$	(14)	$	45	$	12,474	$	1,254	$	13,728


	Six Months Ended June 30, 2023
	Common stock			OPIC		AOCI		Accumulated deficit		Total Common Stockholders’ Equity		NCI		Total Equity
(In millions)	Shares	Amount
Balance, January 1, 2023	572	$	57	$	11,322	$	(14)	$	(1,199)	$	10,166	$	477	$	10,643
Net income	—	—		—		—		292		292		18		310
Other comprehensive loss, net of tax	—	—		—		(1)		—		(1)		—		(1)
Stock Investment Plan and share-based benefit plans	1	—		19		—		—		19		—		19
Cash dividends declared on common stock ($0.39 per share in March)	—	—		(223)		—		—		(223)		—		(223)
Noncontrolling interest distributions declared	—	—		—		—		—		—		(17)		(17)
Balance, March 31, 2023	573	$	57	$	11,118	$	(15)	$	(907)	$	10,253	$	478	$	10,731
Net income	—	—		—		—		235		235		19		254

Stock Investment Plan and share-based benefit plans	—	—		22		—		—		22		—		22
Noncontrolling interest distributions declared	—	—		—		—		—		—		(36)		(36)
Balance, June 30, 2023	573	$	57	$	11,140	$	(15)	$	(672)	$	10,510	$	461	$	10,971

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,
(In millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	365	$	564
Adjustments to reconcile net income to net cash from operating activities-
Depreciation, amortization and impairments	763		657
Charges associated with increase in ARO	207		—

Deferred income taxes and investment tax credits, net	165		133

Employee benefit costs, net	(13)		(7)
Pension trust contribution	—		(750)
Pension and OPEB mark-to-market adjustment	—		(59)


Transmission revenue collections, net	28		(65)



Changes in current assets and liabilities-
Receivables	(216)		110
Materials and supplies	(24)		(28)
Prepaid taxes and other current assets	(155)		(128)
Accounts payable	119		(303)
Accrued taxes	(111)		(64)
Accrued interest	(8)		29
Accrued compensation and benefits	(159)		(65)
Other current liabilities	49		(14)

Collateral, net	91		(190)
Employee benefit plan funding and related payments	(31)		(30)
Other	2		(3)
Net cash provided from (used for) operating activities	1,072		(213)



CASH FLOWS FROM INVESTING ACTIVITIES:
Capital investments	(1,732)		(1,418)

Sales of investment securities held in trusts	17		18
Purchases of investment securities held in trusts	(24)		(24)

Asset removal costs	(135)		(117)
Other	(2)		(6)
Net cash used for investing activities	(1,876)		(1,547)

CASH FLOWS FROM FINANCING ACTIVITIES:
New financing-
Long-term debt	400		2,600
Short-term borrowings, net	20		250


Redemptions and repayments-
Long-term debt	(1,386)		(515)


Proceeds from FET Equity Interest Sale (Note 1)	2,300		—
Noncontrolling interest cash distributions	(15)		(53)


Common stock dividend payments	(480)		(447)
Debt issuance and redemption costs, and other	(111)		(67)
Net cash provided from financing activities	728		1,768

Net change in cash, cash equivalents, and restricted cash	(76)		8
Cash, cash equivalents, and restricted cash at beginning of period	179		206
Cash, cash equivalents, and restricted cash at end of period	$	103	$	214

SUPPLEMENTAL CASH FLOW INFORMATION:
Significant non-cash transactions:
Accrued capital investments	$	230	$	143

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Note Number		Page Number

1	Organization and Basis of Presentation	7

2	Revenue	10

3	Earnings Per Share	11

4	Pension and Other Post-Employment Benefits	12

5	Income Taxes	13

6	Fair Value Measurements	14

7	Variable Interest Entities	17

8	Asset Retirement Obligations	19

9	Regulatory Matters	20

10	Commitments, Guarantees and Contingencies	28

11	Segment Information	34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Unless otherwise indicated, defined terms and abbreviations used herein have the meanings set forth in the accompanying Glossary of Terms.

FE was incorporated under Ohio law in 1996. FE’s principal business is the holding, directly or indirectly, of all of the outstanding equity of its principal subsidiaries as of June 30, 2024: OE, CEI, TE, FE PA, JCP&L, FESC, MP, AGC (a wholly owned subsidiary of MP), PE and KATCo. Additionally, FET is a consolidated VIE of FE, and is the parent company of ATSI, MAIT, PATH and TrAIL. FE also holds all of the outstanding equity of other direct subsidiaries including FEV, which currently holds a 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations.

On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, including OE subsidiary, Penn, rendering FE PA a new, single operating entity and the successor-in-interest to all assets and liabilities of the Pennsylvania Companies. As of January 1, 2024, FE PA is FE’s only regulated distribution power company in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies. FE PA serves an area with a population of approximately 4.5 million and operates under the rate districts of the former Pennsylvania Companies. FirstEnergy continues to evaluate the legal, financial, operational and branding benefits of consolidating the Ohio Companies into a single Ohio power company.

Also on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET. So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.

FESC provides legal, financial and other corporate support services at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy companies. FE does not bill directly or allocate any of its costs to any subsidiary company. Costs are charged to FE's subsidiaries for services received from FESC either through direct billing or through an allocation process. Allocated costs are for services that are provided on behalf of more than one company and are allocated using formulas developed by FESC. Intercompany transactions are generally settled under commercial terms within thirty days.

FE and its subsidiaries are principally involved in the transmission, distribution and generation of electricity. FirstEnergy’s electric operating companies comprise one of the nation’s largest investor-owned electric systems, serving over 6 million customers in the Midwest and Mid-Atlantic regions. FirstEnergy’s transmission operations include more than 24,000 miles of lines and two regional transmission operation centers. AGC and MP control 3,599 MWs net maximum capacity.

FE and its subsidiaries follow GAAP and comply with the related regulations, orders, policies and practices prescribed by the SEC, FERC, and, as applicable, the PUCO, the PPUC, the MDPSC, the NYPSC, the WVPSC, the VSCC and the NJBPU. The accompanying interim financial statements as of June 30, 2024 and the three and six months ended June 30, 2024 and 2023 are unaudited, but reflect all adjustments, consisting of normal recurring adjustments, that, in the opinion of management, are necessary for a fair statement of the financial statements. The December 31, 2023 Consolidated Balance Sheets were derived from audited financial statements. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. The reported results of operations are not necessarily indicative of results of operations for any future period.

FE and its subsidiaries have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. These interim financial statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023.

FE and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation as appropriate and permitted pursuant to GAAP. FE and its subsidiaries consolidate a variable interest entity when it is determined that it is the primary beneficiary. Investments in affiliates over which FE and its subsidiaries have the ability to exercise significant influence, but do not have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage of FE’s ownership share of the entity’s earnings is reported in the Consolidated Statements of Income and Comprehensive Income.

Certain prior year amounts have been reclassified to conform to the current year presentation. During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the

presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level. The modification to the segments resulted in a reallocation of goodwill between the segments based on the relative fair value of the reporting units, as described further below. Disclosures for FirstEnergy's reportable operating segments for 2023 have been reclassified to conform to the current presentation reflecting the new reportable segments. In addition, on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo and for comparability, prior year results in the Stand-Alone Transmission segment reflect the earnings and results of those WP transmission assets.

Economic Conditions

Post-pandemic economic conditions have stabilized across numerous material categories, but lead times have not returned to pre-pandemic levels. Several key suppliers have seen improvements with labor shortages and raw material availability and FirstEnergy continues to monitor the situation as capacity can be constrained with increased demand. Inflationary pressures have moderated, which has positively impacted the cost of materials, but certain categories have remained elevated. FirstEnergy continues to implement mitigation strategies to address supply constraints and does not expect service disruptions or any material impact on its capital investment plan. However, the situation remains fluid and a prolonged continuation or further increase in supply chain disruptions could have an adverse effect on FirstEnergy’s results of operations, cash flow and financial condition.

FET Noncontrolling Interest

FirstEnergy presents Brookfield’s ownership portion of FET’s net income and net assets as NCI. NCI is included as a component of equity on FirstEnergy’s Consolidated Balance Sheets.

On May 31, 2022, Brookfield acquired 19.9% of the issued and outstanding membership interests of FET. On February 2, 2023, FE, along with FET, entered into the FET P&SA II with Brookfield and the Brookfield Guarantors, pursuant to which FE agreed to sell to Brookfield at the closing, and Brookfield agreed to purchase from FE, an incremental 30% equity interest in FET for a purchase price of $3.5 billion. The FET Equity Interest Sale closed on March 25, 2024 and FET continues to be consolidated in FirstEnergy’s financial statements. The purchase price was paid in part by the issuance of two promissory notes at closing having an aggregate principal amount of $1.2 billion with: (i) one promissory note having an aggregate principal amount of $750 million, at an interest rate of 5.75% per annum, with a maturity date of September 25, 2025 and (ii) one promissory note having an aggregate principal amount of $450 million, at an interest rate of 7.75% per annum, with a maturity date of December 31, 2024. The remaining $2.3 billion of the purchase price was paid in cash at closing. On July 17, 2024, Brookfield paid FE approximately $1.2 billion in full satisfaction of the promissory notes. Interest income associated with the promissory notes was $20 million and $21 million for the three and six months ended June 30, 2024, respectively, and is reported within “Miscellaneous income, net” on FirstEnergy’s Consolidated Statements of Income. As a result of the consummation of the transaction, Brookfield’s interest in FET increased from 19.9% to 49.9%, while FE retained the remaining 50.1% ownership interests of FET. The difference between the purchase price, net of transaction costs and deferred taxes of approximately $30 million and $797 million, respectively, and the carrying value of the NCI of $731 million, was recorded as an increase to OPIC by $1.9 billion during the first quarter of 2024.

Pursuant to the terms of the FET P&SA II, in connection with the closing, Brookfield, FET and FE entered into the A&R FET LLC Agreement, which amended and restated in its entirety the Third Amended and Restated Limited Liability Company Agreement of FET. The A&R FET LLC Agreement, among other things, provides for the governance, exit, capital and distribution, and other arrangements for FET from and following the closing. Under the A&R FET LLC Agreement, as of the closing, the FET Board consists of five directors, two of whom are appointed by Brookfield and three of whom are appointed by FE.

Capitalized Financing Costs

For the three months ended June 30, 2024 and 2023, capitalized financing costs on FirstEnergy’s Consolidated Statements of Income include $13 million and $11 million, respectively, of allowance for equity funds used during construction and $16 million and $11 million, respectively, of capitalized interest.

For the six months ended June 30, 2024 and 2023, capitalized financing costs on FirstEnergy’s Consolidated Statements of Income include $26 million and $19 million, respectively, of allowance for equity funds used during construction and $33 million and $24 million, respectively, of capitalized interest.

Equity Method Investments

Investments over which FE and its subsidiaries have the ability to exercise significant influence, but do not have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an Investment on the Consolidated Balance Sheets. The percentage of FE's ownership share of the entity’s earnings is reported in the Consolidated Statements of Income and Comprehensive Income and reflected in “Other Income (Expense)”.

Equity method investments included within "Investments" on the Consolidated Balance Sheets were approximately $108 million and $104 million as of June 30, 2024 and December 31, 2023, respectively.

Global Holding - FEV currently holds a 33-1/3% equity ownership in Global Holding, the holding company for a joint venture in the Signal Peak mining and coal transportation operations with coal sales primarily focused on international markets. FEV is not the primary beneficiary of the joint venture, as it does not have control over the significant activities affecting the joint venture’s economic performance. FEV's ownership interest is subject to the equity method of accounting. For the three months ended June 30, 2024 and 2023, pre-tax income related to FEV’s ownership in Global Holding was $21 million and $35 million, respectively, and $42 million and $89 million for the six months ended June 30, 2024 and 2023, respectively. FEV’s pre-tax equity earnings and investment in Global Holding are included in Corporate/Other for segment reporting.

As of June 30, 2024, and December 31, 2023, the carrying value of the equity method investment was $68 million and $66 million, respectively. During the six months ended June 30, 2024 and 2023, FEV received cash dividends from Global Holding of $40 million and $90 million, respectively, which were classified with “Cash from Operating Activities” on the Consolidated Statements of Cash Flows.

PATH WV - PATH, a proposed transmission line from West Virginia through Virginia into Maryland, which PJM cancelled in 2012, is a series limited liability company that is comprised of multiple series, each of which has separate rights, powers and duties regarding specified property and the series profits and losses associated with such property. A subsidiary of FE owns 100% of the Allegheny Series (PATH-Allegheny) and 50% of the West Virginia Series (PATH-WV), which is a joint venture with a subsidiary of AEP. FirstEnergy is not the primary beneficiary of PATH-WV, as it does not have control over the significant activities affecting the economics of PATH-WV. FirstEnergy's ownership interest in PATH-WV is subject to the equity method of accounting. As of June 30, 2024 and December 31, 2023, the carrying value of the equity method investment was $17 million.

Facility Optimization

FirstEnergy continues implementing its facility optimization plans focused on cost savings and alignment with our flexible working arrangements and EESG priorities. Beginning later this year, this will result in exiting the general office in Akron, Ohio, and other corporate facilities in Brecksville, Ohio, Greensburg, Pennsylvania, and Morristown, New Jersey. In December 2023, FirstEnergy purchased the general office building with the intention to sell in the future. Subject to certain FE required approvals, such sale may occur in 2025. The corporate headquarters will remain in Akron, Ohio, moving to the west Akron campus, and FirstEnergy continues to explore real estate options and relocation opportunities for the other corporate facilities. As FirstEnergy continues to transform the business and implement initiatives to reduce costs, including the facility optimization plan, the impact of such actions may result in future impairments or other charges that may be significant. The result of these combined efforts will help build a stronger, more sustainable company for the near and long term.

Goodwill

In accordance with GAAP, the modification to the segments in the first quarter of 2024 resulted in a transfer of goodwill between the segments based on the relative fair value of the reporting units, and as such, the segment goodwill balances do not necessarily represent the goodwill balances of the specific legal entities within the segments. The external segment reporting is consistent with the internal financial reports used by FirstEnergy's Chief Executive Officer (its chief operating decision maker) to regularly assess performance of the business and allocate resources.

The fair values of the reporting units were calculated using a discounted cash flow analysis. Key assumptions incorporated in the discounted cash flow analysis included discount rates, growth rates, projected operating income, changes in working capital, projected capital investments, and terminal multiples. The discounted cash flow analysis was also utilized to complete an impairment assessment before and after the segment change, with no impairment of goodwill indicated.

FirstEnergy's reporting units are consistent with its reportable segments and consist of Distribution, Integrated and Stand-Alone Transmission. The following table presents goodwill by reporting unit as of June 30, 2024:


(In millions)	Distribution Segment		Integrated Segment		Stand-Alone Transmission Segment		FirstEnergy Consolidated
Goodwill	$	3,222	$	1,953	$	443	$	5,618

New Accounting Pronouncements

Recently Issued Pronouncements - FirstEnergy is currently assessing the impact of new authoritative accounting guidance issued by the FASB that has not yet been adopted and the impact it will have on its financial statements and disclosures, as well as the potential to early adopt where applicable. The current expectation is that such new standards will not significantly impact FirstEnergy's financial reporting.

Recently Adopted Pronouncements - ASU 2022-03, "Fair Value Measurements of Equity Securities Subject to Contractual Sale Restrictions " (Issued in June 2022): ASU 2022-03 clarifies current guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, and introduces new disclosure requirements for those equity securities subject to contractual restrictions. FirstEnergy adopted ASU 2022-03 on January 1, 2024 with no material impact to its financial statements.

2. REVENUE

The following represents a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Distribution
Retail generation and distribution services
Residential	$	1,054	$	967	$	2,238	$	2,138
Commercial	384		374		758		751
Industrial	153		213		299		425
Other	18		17		38		34
Wholesale	1		11		2		13
Other revenue from contracts with customers	19		27		40		46
Total revenues from contracts with customers	1,629		1,609		3,375		3,407

Other revenue unrelated to contracts with customers	19		18		40		37
Total Distribution	$	1,648	$	1,627	$	3,415	$	3,444

Integrated
Retail generation and distribution services
Residential	$	578	$	423	$	1,152	$	929
Commercial	276		240		528		496
Industrial	147		133		285		268
Other	7		8		14		14
Wholesale	38		50		68		95
Transmission	116		86		197		150
Other revenue from contracts with customers	8		6		13		12
Total revenues from contracts with customers	1,170		946		2,257		1,964
Other revenue unrelated to contracts with customers	8		10		16		20
Total Integrated	$	1,178	$	956	$	2,273	$	1,984

Stand-Alone Transmission
ATSI	$	261	$	241	$	504	$	467
TrAIL	71		66		138		132
MAIT	110		98		214		187
KATCo	23		27		43		42
Other	(2)		$	—