FirstEnergy (FE) 10-K risk factor changes: FY2023 vs FY2022

[removed: Additional information on] [added: These] risk factors [removed: is included] [added: should be read] in [added: conjunction with] Item 1, "Business,” Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this Form 10-K that include forward-looking and other statements involving risks and uncertainties that could impact our [removed: business and] [added: business,] financial [removed: results.][added: condition, results of operations, liquidity or cash flows.]

Damage to our reputation could materially adversely affect our business, results of operations, and financial condition and may arise from numerous sources further discussed below, including a breach of the DPA, negative outcomes associated with the SEC investigation or other HB 6 litigation or investigations, a significant [removed: cyber-attack or] [added: cyber-attack,] data security [added: or physical security] breach, failure to provide safe and reliable service, and [removed: operating] [added: negative perceptions regarding the operation of] coal-fired [removed: generation.][added: generation, particularly GHG emissions.]

[removed: Further, a] [added: A] damaged reputation could further result in [removed: FERC and] [added: FERC,] the [removed: state utility commissions that regulate our rates,] [added: PUCO,] and other regulatory and legislative authorities being less likely to view us in a favorable light, and could negatively impact the rates we charge customers or otherwise cause us to be susceptible to unfavorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements.

*If [removed: We Violate] [added: we violate] our DPA [removed: That We Entered Into] [added: that we entered into] on July 20, 2021, [removed: It Could Have] [added: it could have] a [removed: Material Adverse Effect] [added: material adverse effect] on our [removed: Reputation] [added: reputation, consolidated financial statements,] and [removed: Consolidated Financial Statements*][added: our ability to access capital and our liquidity.*]

The DPA provides that the U.S. Attorney’s Office will defer any prosecution of such conspiracy charge and any other criminal or civil case against us in connection with the matters identified therein for a three-year period subject to certain obligations of ours, including, but not limited to, the following: (i) continued cooperation with the U.S. Attorney’s Office in all matters relating to the conduct described in the DPA and other conduct under investigation by the U.S. government; (ii) payment of a criminal monetary penalty totaling $230 [removed: million, which was paid in 2021;] [added: million;] (iii) [removed: publish] [added: publication] a list of all payments made in 2021 to either 501(c)(4) entities or to entities known by FirstEnergy to be operating for the benefit of a public official, either directly or indirectly, and [removed: update] [added: updating of] the same on a quarterly basis during the term of the DPA; (iv) publication of a public acknowledgement of our conduct, including a statement, as dictated in the DPA, regarding our use of 501(c)(4) entities; and (v) continued implementation and review of our compliance and ethics program, internal controls, policies and procedures designed, implemented and enforced to prevent and detect violations of the U.S. laws throughout its operations, and to take certain related remedial measures.

*The SEC [removed: Investigation] [added: investigation] and HB 6 [removed: Related Litigation Could Have] [added: related litigation could have] a [removed: Material Adverse Effect] [added: material adverse effect] on our [removed: Reputation, Business, Financial Condition, Results] [added: reputation, business, financial condition, results] of [removed: Operations, Liquidity] [added: operations, liquidity] or [removed: Cash Flows*][added: cash flows.*]

[removed: The] outcome, duration, scope, result or related costs of the investigations and related litigation of the government investigations, particularly the SEC investigation and the securities class action lawsuit discussed below, are inherently uncertain.

[added: See Note 14, "Commitments, Guarantees and Contingencies" of the Notes to Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” Moreover, we are unable to predict the potential for any] additional investigations or litigation, any of which could exacerbate these risks or expose us to potential criminal or civil liabilities, sanctions or other remedial measures, and could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.

We [removed: are cooperating] [added: continue to cooperate] with the SEC in their ongoing investigation.

These matters are likely to continue to have an adverse impact on the trading prices of our [removed: securities.][added: securities, which could be material.]

See Note [removed: 13,] [added: 14,] “Commitments, Guarantees and Contingencies,” of the Notes to Consolidated Financial Statements, for additional details on the government investigations and subsequent litigation surrounding HB 6.

*The HB 6 [removed: Related State Regulatory Investigations Could Have] [added: related state regulatory investigations could have] a [removed: Material Adverse Effect] [added: material adverse effect] on our [removed: Reputation, Business, Financial Condition, Results] [added: reputation, business, financial condition, results] of [removed: Operations, Liquidity] [added: operations, liquidity] or [removed: Cash Flows*][added: cash flows.*]

- On August [removed: 16, 2022,] [added: 10, 2023,] the U.S. Attorney for the Southern District of Ohio requested [added: for the third time] that the PUCO stay the [removed: following] [added: below] pending HB [removed: 6 related] [added: 6-related] matters for a period of six [added: additional] months, which [removed: request] was [removed: granted] [added: approved] by the PUCO on August [removed: 24, 2022:][added: 23, 2023.]

[removed: ◦On] [added: ▪On] September 15, 2020, the PUCO opened a new proceeding to review the political and charitable spending by the Ohio Companies in support of HB 6 and the subsequent referendum effort.

[removed: ◦On] [added: ▪On] November 4, 2020, the PUCO initiated an additional corporate separation audit as a result of the FirstEnergy leadership transition announcement made on October 29, [removed: 2020][added: 2020.]

[removed: ◦On] [added: ▪On] December 30, 2020, the PUCO directed PUCO staff to solicit a third-party auditor and conduct a full review of the DMR to ensure funds collected from customers through the DMR were only used for the purposes established in ESP IV.

The auditor’s report was filed on January 14, [removed: 2022] [added: 2022,] and the parties submitted final comments and responses in the second quarter 2022.

[removed: ◦On] [added: - On] March 10, 2021, the PUCO expanded the scope of an ongoing annual audit of the Ohio Companies’ Rider DCR for 2020 to include a review of certain transactions that were either improperly classified, misallocated, or lacked supporting documentation, and to determine whether funds collected from customers were used to pay the vendors, and if so, whether or not the funds associated with those payments should be returned to customers through Rider DCR or through an alternative proceeding.

While FirstEnergy is committed to pursuing an open dialogue with stakeholders in an appropriate manner with respect to the numerous regulatory proceedings currently underway, [added: FirstEnergy shareholders in particular are at risk of being adversely impacted because] the rates our Utilities and Transmission Companies are allowed to charge may be decreased as a result of actions taken by a regulator to which our Utilities and Transmission Companies are subject to jurisdiction, whether as a result of the DPA, any failure to have complied with anti-corruption laws, or otherwise.

We are unable to predict the adverse impacts [removed: on] [added: of] such regulatory matters, including with respect to rates, and, therefore, any of these risks could impact us significantly beyond expectations.

Risks Associated with the Execution of [removed: Recently Announced] [added: Our] Strategic Initiatives

*The [removed: Inability] [added: inability] to [removed: Close] [added: close] the FET [removed: Minority Equity Interest Sale] [added: minority equity interest sale] to Brookfield [removed: Announced] [added: announced] in February 2023 [removed: May Have Material Adverse Effects] [added: may have material adverse effects] on [removed: Our Cash Flows, Liquidity] [added: our cash flows, liquidity] and [removed: Financial Condition*][added: financial condition.*]

The [added: transaction is subject to customary closing conditions, including approval from the PPUC The] FET Minority Equity Interest Sale is expected to close by [removed: early] [added: the end of the first quarter of] 2024.

Upon closing, FET will continue to be consolidated in FirstEnergy’s [removed: GAAP] financial statements.

This transaction involves various inherent risks, such as our ability to obtain the necessary regulatory and [removed: third-party] [added: other] approvals; the timing of and conditions imposed upon us by regulators in connection with such approvals; and our ability to realize the benefits expected from the transaction.

Risks Associated with Regulation of Our Distribution and Transmission [removed: Segments][added: Businesses]

[removed: Whether This Investment Strategy Will Deliver] [added: There can be no assurance that our investment strategy in our distribution and transmission businesses will deliver] the [removed: Desired Result Is Subject to Certain Risks Which Could Adversely Affect Our Results] [added: desired result, which could adversely affect our results] of [removed: Operations] [added: operations] and [removed: Financial Condition*][added: financial condition.]

[removed: The success of these efforts will also depend,] [added: Our ability to capitalize on investment opportunities available to our distribution business depends,] in part, on any future distribution rate cases or other filings seeking cost recovery for distribution system enhancements in the states where our Utilities operate and transmission rate filings at [removed: FERC.][added: FERC, including maintaining the affordability of the rates charged to customers.]

Any denial of, or delay in, the approval of any future distribution or transmission rate requests could restrict us from fully recovering our cost of service, may impose risks on the [removed: Regulated Distribution] [added: distribution] and [removed: Regulated Transmission] [added: transmission] operations, and could have a material adverse effect on our regulatory strategy, results of operations and financial condition.

Our efforts also could be [added: adversely] impacted by [added: any impediments to] our ability to finance the proposed expansion projects while maintaining adequate liquidity.

*Complex and [removed: Changing Government Regulations] [added: changing government regulations] and [removed: Actions, Including Those Associated] [added: actions, including those associated] with [removed: Rates, Could Have] [added: rates, could have] a [removed: Negative Impact] [added: negative impact] on [removed: Our Business, Financial Condition, Results] [added: our business, financial condition, results] of [removed: Operations] [added: operations] and [removed: Cash Flows*][added: cash flows.*]

Changes in, or reinterpretations of, existing laws or regulations, or the imposition of new laws or regulations, [added: have in the past and] could [added: in the future] require us to incur additional [removed: costs] [added: costs, which could be substantial,] or change the way we conduct our business, and therefore could have a material adverse impact on our results of operations and financial condition.

[removed: Our] [added: Particularly, our] Utilities and Transmission Companies provide service at rates approved by one or more regulatory commissions.

Any [removed: Denial] [added: denial] of or [removed: Delay] [added: delay] in [removed: Cost Recovery Could Have] [added: cost recovery could have] an [removed: Adverse Effect] [added: adverse effect] on [removed: Our Business, Results] [added: our business, results] of [removed: Operations, Liquidity, Cash Flows] [added: operations, liquidity, cash flows] and [removed: Financial Condition*][added: financial condition.*]

Each of the Utilities' retail rates are set by its respective regulatory agency for utilities in the state in which it operates - in Maryland by the MDPSC, in New Jersey by the NJBPU, in Ohio by the PUCO, in Pennsylvania by the PPUC, in West Virginia by the WVPSC and in New York by the NYPSC [removed: -] [added: –] through traditional, cost-based regulated utility ratemaking.

Factors that may affect outcomes in the distribution rate cases [removed: include:] [added: include, but are not limited to:] (i) the value of plant in service; (ii) authorized rate of return; (iii) capital structure (including hypothetical capital structures); (iv) depreciation rates; (v) the allocation of shared costs, including consolidated deferred income taxes and income taxes payable across the Utilities; (vi) regulatory approval of rate recovery mechanisms for capital investment spending programs; and (vii) the accuracy of forecasts used for ratemaking purposes in "future test year" cases.

Any denial of, or delay in, any base rate request could restrict the applicable utility from fully recovering its costs of service, may impose risks on its operations, and may negatively impact [removed: its] [added: such Utility’s] results of operations, cash flows and financial condition.

In addition, to the extent that any of the Utilities seeks [removed: rate increases after] an [removed: extended period of frozen or capped] [added: increase in] rates, pressure may be exerted on the applicable legislators and regulators to take steps to control rate increases, including through some form of rate increase moderation, reduction or freeze.

Any related public discourse and [removed: debate] [added: debate, including with respect to the HB 6 investigation or litigation,] can increase uncertainty associated with the regulatory process, the level of rates and revenues that are ultimately obtained, and the ability of the Utility to recover costs.

Any [removed: Denial] [added: denial] or [removed: Reduction] [added: reduction] of, or [removed: Delay] [added: delay] in [removed: Cost Recovery Could Have] [added: cost recovery could have] an [removed: Adverse Effect] [added: adverse effect] on [removed: Our Business, Results] [added: our business, results] of [removed: Operations, Cash Flows] [added: operations, cash flows] and [removed: Financial Condition*][added: financial condition.*]

The risks that we face are not limited to those in this section.

There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect our business, financial condition, results of operations, liquidity or cash flows.

The

On September 22, 2023, OCC filed an application for rehearing challenging the PUCO’s August 23, 2023, order, which the PUCO denied on October 18, 2023.

On November 17, 2023, OCC filed an application for rehearing, and on November 27, 2023, the Ohio Companies filed a memorandum contra OCC’s application for rehearing:

The majority of the purchase price is expected to be paid in cash upon closing, and the remainder will be payable by the issuance of secured promissory notes, which is expected to be repaid by the end of 2024.

*Our ability to grow our distribution and transmission businesses is subject to numerous risks and events, many of which are outside of our control.*

Our ability to capitalize on investment opportunities available to our transmission business depends, in part, on successful recovery of our transmission investments.

*The hazardous activities associated with generation and distribution of electricity could adversely impact our results of operations and financial condition.*

Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems.

In addition to natural risks, such as earthquakes, floods, lightning, hurricanes and wind, hazards, such as fire, explosion, collapse and machinery failure, are inherent risks in our operations which may occur as a result of inadequate internal processes, technological flaws, human error or actions

of third parties or other external events.

The control and management of these risks depend upon adequate development and training of personnel and on operational procedures, preventative maintenance plans, and specific programs supported by quality control systems, which may not prevent the occurrence and impact of these risks.

The hazards described above, along with other safety hazards associated with our operations, can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment, contamination of, or damage to, the environment and suspension of operations.

The occurrence of any one of these events may result in our being named as a defendant in lawsuits asserting claims for substantial damages, environmental cleanup costs, personal injury and fines and/or penalties.

*Our business is affected by variations in weather and severe weather conditions.*

For example, in 2023, residential and commercial distribution deliveries were impacted by lower customer usage as a result of the weather.

Heating degree days in 2023 were 14% below 2022 and 15% below normal.

Cooling degree days in 2023 were 23% below 2022 and 15% below normal.

As a source of critical infrastructure, the energy industry is at heightened threat of cyber-attacks, which are becoming increasingly more difficult to anticipate and prevent due to their rapidly evolving nature.

We cannot anticipate, detect, or implement fully preventive measures against all cyber security threats because the techniques used are increasingly sophisticated and constantly evolving.

For example, as artificial intelligence continues to evolve, cyber-attackers could use artificial intelligence to develop malicious code, denial-of-service attacks, sophisticated phishing attempts and other attacks leading to data loss, loss of operational control, or exploitation of inherent vulnerabilities.

In addition, the increased use of smartphones, tablets, and other wireless devices, as well as ongoing remote work-from-home arrangements for a substantial portion of our corporate employees, may also heighten these and other operational risks.

Furthermore, economic sanctions issued by one country against another, such as those issued by the U.S. and other countries against Russia in response to its war with Ukraine, or other increasing global geopolitical tensions, such as the war between Israel and Hamas, could increase the risk of state-sponsored cyber-attacks.

Because our transmission facilities are interconnected with those of third parties, the operation of our facilities could be

adversely affected by cyber-attacks or other unexpected or uncontrollable events occurring on the systems of such third parties.

Given the rapidly evolving nature, sophistication, and complexity of cyber-attacks, despite our reasonable efforts to mitigate and prevent such attacks, it is possible that we may not be able to anticipate, prevent, detect, or implement effective preventive measures to protect against all cyber-attack incidents.

FirstEnergy is engaged in an ongoing effort to create a culture of continuous improvement to strategically reduce our operating expenditures and continually reinvest in a more diverse capital program in support of our long-term strategy.

impact on its capital spending plan.

Failure to provide safe and reliable

An adverse decision in any material proceeding could have a material adverse effect on our financial condition and results of operations.*

On May 9, 2023, FirstEnergy announced a voluntary retirement program for eligible non-bargaining employees, known as the PEER.

More than 65% of eligible employees, totaling approximately 450 employees, accepted the PEER, which included lump sum compensation equivalent to severance benefits, healthcare continuation costs and a temporary pension enhancement.

Most PEER participating employees departed in 2023.

*Our results of operations could be adversely affected by events beyond our control, such as natural disasters, public health crises, political crises, negative global climate patterns, mine subsidence, or other catastrophic events.*

Our operations, or those of our vendors or suppliers, could be negatively impacted by various events beyond our control, including, but not limited to: natural disasters, such as hurricanes, tornadoes, floods, earthquakes, extreme cold weather events and other adverse weather conditions; public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war, labor unrest, and other political instability (including, without limitation, the ongoing conflict between Russia and Ukraine and the war between Israel and Hamas); negative global climate patterns, especially in water stressed regions; surface subsidence from underground mining impacting our facilities; or other catastrophic events, such as fires or other disasters occurring at our distribution facilities or our service providers’ facilities, whether occurring in the United States or internationally.

These events could disrupt the operations of our corporate offices and our supply chain and those of our vendors and service providers, as well as disrupting our infrastructure and that of third parties with whom we are connected.

To the extent any of these events occur, our operations and financial results could be adversely affected.

*Our aspirations and disclosures related to EESG matters expose us to risks that could adversely affect our reputation and performance.*

We have published statements concerning our EESG goals and aspirations and, in February 2024, we published a Climate Position and Strategy that included an update on our previously-announced GHG emission goals.

You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

Moreover, we are unable to predict the potential for any

- On May 11, 2021, the Maryland Office of People’s Counsel filed a petition asking the MDPSC to open an investigation regarding several matters including possible impacts to PE as a result of the HB 6 investigations in Ohio.

On July 26, 2021, the MDPSC opened a proceeding to allow discovery into: (i) whether the HB 6 investigations in Ohio have impacted or could impact the cost to PE of borrowing funds from the regulated companies money pool; (ii) whether money from PE was used to pay for bribes or other misconduct associated with the HB 6 investigations in Ohio or the legal costs related to those matters; and (iii) whether the Icahn Capital appointed directors would have the ability to assert substantial influence over PE in their roles as FE directors.

As previously disclosed, on November 6, 2021, FirstEnergy, along with FET, entered into the FET P&SA I, with Brookfield and Brookfield Guarantors pursuant to which FET agreed to issue and sell to Brookfield at the closing, and Brookfield agreed to purchase from FET, certain newly issued membership interests of FET, such that Brookfield would own 19.9% of the issued and outstanding membership interests of FET, for a purchase price of $2.375 billion.

The transaction closed on May 31, 2022.

The purchase price will be payable in part by the issuance of a promissory note expected to be in the principal amount of $1.75 billion.

The remaining $1.75 billion of the purchase price will be payable in cash at the closing.

The transaction is subject to customary closing conditions, including approval from the FERC and certain state utility commissions, and completion of review by the CFIUS.

In addition, pursuant to the FET P&SA II, FirstEnergy has agreed to make the necessary filings with the applicable regulatory authorities for the PA Consolidation.

*The Consolidation of our Pennsylvania Companies May Not be Completed in a Timely Manner or at All, We May Not Be Able to Obtain the Approvals Required to Complete the PA Consolidation or Such Approvals May Contain Material Restrictions or Conditions Which May Make It Undesirable to Complete the PA Consolidation, and We Could Face Litigation Concerning the PA Consolidation, Whether or Not the PA Consolidation is Consummated*

The PA Consolidation, including applicable asset sales is subject to numerous conditions, including the approval of NYPSC, PPUC and FERC, which may not approve one or more of the contemplated steps in the PA Consolidation, or such approvals may impose conditions on the completion, or require changes to the terms of the PA Consolidation, including restrictions on the business, operations or financial performance of the resulting operating company, which could be adverse to FirstEnergy’s interests.

These conditions or changes could also delay or increase the cost of the PA Consolidation or limit the net income or financial prospects of the resulting operating company.

Our inability to complete the PA Consolidation in a timely manner, or at all, including applicable asset sales, could hinder our ability to close the FET Minority Equity Interest Sale to Brookfield and could negatively affect our share price, as well as our future business and financial results.

In addition, the work required to complete the PA Consolidation may place a significant burden on management and internal resources.

Management's attention and other company resources may be focused on the PA Consolidation instead of on day-to-day management activities, including pursuing other opportunities beneficial to FirstEnergy.

*We are Focusing on Growing Our Regulated Distribution and Regulated Transmission Segments.

We focus on capitalizing on investment opportunities available to our Regulated Transmission and Regulated Distribution segments as we focus on delivering enhanced customer service and reliability.

The success of these efforts will depend, in part, on successful recovery of our transmission investments.

There can be no assurance that our investment strategy in our Regulated Distribution and Regulated Transmission segments will deliver the desired result which could adversely affect our results of operations and financial condition.

For example, we may be unable to timely recover the costs for our energy efficiency investments or expenses and additional capital or lost revenues resulting from the implementation of aggressive energy efficiency programs.

Further, there can be no assurance that we will retain the expected recovery in future rate cases.

system operates reliably.

In addition to direct regulation by FERC, we are also subject to rules and terms of participation imposed and administered by various RTOs and ISOs that can have a material adverse impact on our business.

For example, the independent market monitors of ISOs and RTOs may impose bidding and scheduling rules to curb the perceived potential for exercise of market power and to ensure the markets function appropriately.

Such actions may materially affect our ability to sell, and the price we receive for, our energy and capacity.

*Temperature Variations as Well as Severe Weather Conditions or Other Natural Disasters Could Have an Adverse Impact on Our Results of Operations and Financial Condition*

our information technology systems may be made.

Also, we may be at an increased risk of a cyber-attack and/or data security breach due to the nature of our business.

In February 2021, we announced a new initiative, FE Forward, to build upon our strong operations and business fundamentals and deliver immediate value and resilience, with targeted working capital improvements by 2022 and capital efficiencies ramping up through 2024 that would be redeployed in a more diverse capital investment program.

In the two years that FE Forward has been active, we have realized working capital improvements and annualized capital expenditure efficiencies in line with our previously disclosed expectations.

After assessing our accomplishments and shortfalls, FE Forward has been integrated into our ongoing efforts for continuous improvement, including the strategic reduction of operating expenditures and continued reinvestment in a more diverse capital program in support of our long-term strategy.

As such, FirstEnergy has transitioned away from measuring these cash flow metrics and will no longer publish a forecast of these metrics.

with increasing inflationary pressure, have increased the costs and decreased the availability of certain materials, equipment and contractors.

*Physical Acts of War, Terrorism.

Over the next three years, 34% percent of our current employees will meet the eligibility requirements to retire.

The District Court affirmed OSMRE’s conclusions, and the environmental non-governmental organizations appealed to the U.S. Court of Appeals for the Ninth Circuit.

equipment, emissions monitoring and fees, remediation and permitting at our facilities.

We intend to vigorously pursue and defend our position, but we are unable to predict their outcomes, which could include the possible imposition of fines.

Adverse rulings in these or other types of actions could

- The risks and uncertainties associated with litigation, arbitration, [removed: mediation,] [added: 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, [added: rising interest rates,] inflationary pressure, supply chain disruptions, higher energy costs, and workforce impacts, affecting us and/or our customers and those vendors with which we do business.

- Legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity, [removed: cybersecurity,] [added: cyber security,] and climate change.

- The risks associated with [added: 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 accomplish or realize anticipated benefits [removed: from our FE Forward initiative] [added: 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 [added: Energize365*,*] our transmission and distribution investment [removed: plans, greenhouse gas reduction goals,] [added: plan, executing on our rate filing strategy,] controlling costs, improving our credit metrics, growing earnings, strengthening our balance sheet, and satisfying the conditions necessary to close the FET Minority Equity Interest Sale.

- Changes in customers’ demand for power, including, but not limited to, economic conditions, the impact of climate change, [removed: or] [added: emerging technology, particularly with respect to electrification,] energy [removed: efficiency] [added: storage] and [removed: peak demand reduction mandates.][added: distributed sources of generation.]

- [removed: Actions that may be] [added: 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.

[removed: 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.

FE and its subsidiaries are principally involved in the transmission, distribution and generation of electricity through its reportable [removed: segments,] [added: segments] Regulated Distribution and Regulated Transmission.

[added: On January 1, 2024,] FirstEnergy [removed: is proceeding with the consolidation of] [added: consolidated] the Pennsylvania Companies into [added: FE PA, including OE subsidiary, Penn, making FE PA] a new, single operating entity.

The PA Consolidation [removed: will require,] [added: includes,] among other steps: (a) the transfer of certain Pennsylvania-based transmission assets owned by WP to KATCo, (b) the [removed: transfer] [added: contribution] of Class B equity interests of MAIT [removed: currently] [added: then] held by PN and ME to FE (and ultimately transferred to FET as part of the FET Minority Equity Interest [removed: Sale),] [added: Sale as further described above),] (c) the formation of [added: FE] PA [removed: NewCo] and (d) the merger of each of the Pennsylvania Companies with and into [removed: PA NewCo,] [added: FE PA,] with [added: FE] PA [removed: NewCo] surviving such mergers as the successor-in-interest to all assets and liabilities of the Pennsylvania Companies.

The Regulated Distribution segment distributes electricity through FirstEnergy’s [removed: ten] utility operating companies, serving approximately six million customers within 65,000 square miles of Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York, and purchases power for its POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey, and Maryland.

The service areas [removed: of,] and [added: number of] customers served [removed: by,] [added: by] FirstEnergy's regulated distribution utilities as of December 31, [removed: 2022,] [added: 2023,] are summarized below:

| JCP&L | | | | | | Northern, Western and East Central New Jersey | | | | | | [removed: 1,158] [added: 1,167] | | |

| OE | | | | | | Central and Northeastern Ohio | | | | | | [removed: 1,068] [added: 1,072] | | |

| CEI | | | | | | Northeastern Ohio | | | | | | [removed: 755] [added: 758] | | |

| WP | | | | | | Southwest, South Central and Northern Pennsylvania | | | | | | [removed: 737] [added: 739] | | |

| PN | | | | | | [removed: Western Pennsylvania] [added: Western, Northern,] and [added: South Central Pennsylvania, and] Western New York | | | | | | [removed: 588] [added: 589] | | |

| ME | | | | | | Eastern Pennsylvania | | | | | | [removed: 587] [added: 590] | | |

| PE | | | | | | Western Maryland and Eastern West Virginia | | | | | | [removed: 439] [added: 445] | | |

| MP | | | | | | Northern, Central and Southeastern West Virginia | | | | | | [removed: 396] [added: 397] | | |

| TE | | | | | | Northwestern Ohio | | | | | | [removed: 315] [added: 316] | | |

[removed: Under] [added: The segment's revenues are derived from primarily] forward-looking formula rates, [added: pursuant to which] the revenue requirement is updated annually based on a projected rate base and projected costs, which is subject to an annual true-up based on actual rate base and costs.

The transaction is subject to customary closing conditions, including approval from the [removed: FERC and certain state utility commissions, and completion of review by the CFIUS.][added: PPUC.]

In addition, pursuant to the FET P&SA II, FirstEnergy [removed: has agreed to make] [added: made] the necessary filings with the applicable regulatory [added: authorities for the PA Consolidation.]

The FET Minority Equity Interest Sale is expected to close by [removed: early] [added: the end of the first quarter of] 2024.

Upon closing, FET will continue to be consolidated in FirstEnergy’s [removed: GAAP] financial statements.

Corporate/Other reflects corporate support and other costs not charged or attributable to the Utilities or Transmission Companies, including FE's retained Pension and OPEB assets and liabilities of [removed: the FES Debtors,] [added: former subsidiaries,] interest expense on FE’s holding company debt and other investments or businesses that do not constitute an operating [removed: segment.][added: segment, including FEV's investment of 33-1/3% equity ownership in Global Holding.]

[removed: As of December 31, 2022, 67 MWs of electric generating capacity,] representing AE Supply's OVEC capacity entitlement, was also included in Corporate/Other for segment reporting.

As of December 31, [removed: 2022,] [added: 2023,] Corporate/Other had approximately [removed: $5.4] [added: $7.1] billion of [added: external] FE holding company debt.

FirstEnergy is a [removed: forward-thinking,] [added: forward-thinking] electric utility centered on integrity, powered by a diverse team of employees, committed to making customers’ lives brighter, the environment better and our communities stronger.

We understand the impact our company can make in the world around us, which means pursuing initiatives and goals that align with our foundational principles, support our EESG and strategic [removed: priorities,] [added: priorities] and positively impact our stakeholders.

As a fully regulated electric utility, FirstEnergy is focused on stable and predictable earnings and cash flow [removed: from its Regulated Distribution and Regulated Transmission businesses] [added: through investments] that deliver enhanced customer service and reliability.

FirstEnergy believes there is a continued long-term pipeline of investment opportunities for its existing [added: distribution and] transmission infrastructure beyond those identified through [removed: 2025,] [added: 2028,] which are expected to strengthen grid and [removed: cyber-security] [added: cyber security] and make the transmission system more reliable, robust, secure and resistant to extreme weather events, with improved operational flexibility.

In addition, pursuant to the FET P&SA II, FirstEnergy [removed: has agreed to make] [added: made] the necessary filings with the applicable regulatory authorities for the PA Consolidation.

These [removed: new] credit facilities provide substantial liquidity to support the Regulated [removed: Distribution and Regulated Transmission] businesses, and each of the operating companies within the businesses.

See “Capital Resources and [removed: Liquidity"] [added: Liquidity - Convertible Notes"] below for [removed: additional] [added: more] details.

Somerhalder II [removed: to serve] [added: ceased serving] as Interim President and Chief Executive Officer [removed: of FirstEnergy, effective] [added: on May 31, 2023, and continues to serve] as [added: the Chair] of [removed: September 16, 2022.][added: the FE Board.]

[removed: The] [added: Tierney joined the] FE Board [removed: is conducting a search of external candidates to identify a permanent] [added: and began serving as] President and Chief Executive Officer of FirstEnergy.

[removed: After assessing our accomplishments and shortfalls, including the continuing challenges from inflation and supply chain disruptions, FE Forward has been integrated into our ongoing efforts for] [added: FirstEnergy is focused on] continuous improvement, including the strategic reduction of operating expenditures and continued reinvestment in a more diverse capital program in support of our long-term strategy.

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

A security rating is not a recommendation to

In addition to merging each of the Pennsylvania Companies with and into FE PA, with FE PA surviving such mergers as the successor-in-interest to all assets and liabilities of the Pennsylvania Companies, (i) WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and (ii) PN and ME contributed their respective Class B equity interests of MAIT to FE.

FE PA, as of January 1, 2024, is FE’s only regulated distribution utility in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies and serves an area with a population of approximately 4.5 million.

FE PA operates under the rate districts of the former Pennsylvania Companies.

| | | | | | | | | | | | | 6,244 | | |

As described above, Brookfield holds 19.9% of the issued and outstanding membership interests of FET and has entered into an agreement to purchase from FE, an incremental 30% equity interest in FET, such that Brookfield’s interest in FET will increase from 19.9% to 49.9%, while FE will retain the remaining 50.1%.

The transaction is subject to customary closing conditions, including PPUC approval, and is expected to close by the end of the first quarter of 2024.

As of December 31, 2023, 67 MWs of electric generating capacity,

In 2024, FirstEnergy changed its reportable segments to include the following:

- Distribution Segment, which will consist of the Ohio Companies and FE PA;

- Integrated Segment, which will consist of MP, PE and JCP&L; and

- Stand-Alone Transmission Segment, which will consist of FE's ownership in FET and KATCo.

On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo.

Corporate/Other will continue to reflect corporate support and other support costs not charged or attributable to the Utilities or Transmission Companies, including FE's retained Pension and OPEB assets and liabilities of former subsidiaries, interest expense on FE's holding company debt and other investments or businesses that do not constitute an operating segment, including FEV's investment of 33-1/3% equity ownership in Global Holding.

On June 1, 2023, Brian X.

Mr. Tierney previously served as Senior Managing Director and Global Head of Operations and Asset Management at Blackstone Infrastructure Partners.

Prior to joining Blackstone Infrastructure Partners in July 2021, Mr. Tierney spent 23 years with AEP.

John W.

We are focused on making the necessary investments in our core regulated businesses, our employees and in our systems to enhance the customer experience.

To execute that vision, we are shifting decision-making and accountability closer to where the work is being done to serve customers.

We are making progress to fill several key executive positions in an organization that will be structured to allow greater execution at the business unit level, including the following:

- On November 30, 2023, Toby L.

Thomas joined FirstEnergy as the Chief Operating Officer.

Mr. Thomas previously served as Senior Vice President, Energy Delivery at AEP, where he was responsible for transmission engineering, construction, operations, maintenance and compliance, and creating efficiencies by bringing together transmission and distribution-related engineering and standards.

Mr. Thomas spent 22 years at AEP.

- On December 18, 2023, A.

Wade Smith joined FirstEnergy as President, FirstEnergy Utilities.

Mr. Smith previously served as the Executive Vice President and Chief Operating Officer of Puget Sound Energy, Inc. Prior to joining Puget Sound Energy, Inc., Mr. Smith held a variety of roles and has more than 30 years of industry experience.

Additionally, five business unit executives will lead our state operations and our stand-alone transmission companies.

In our new organization, the business unit executives will have financial responsibility and will be accountable for regulatory direction and outcomes, as well as operational performance.

Beginning in 2024, FirstEnergy changed its reportable segments to align with its updated organizational structure, and will include: Distribution Segment, which will consist of the Ohio Companies and FE PA; Integrated Segment, which will consist of MP, PE and JCP&L and provides distribution, transmission, and for MP, generation, services to their customers; and Stand-Alone Transmission Segment, which will consist of FE's ownership in FET and KATCo.

Corporate/Other will continue to reflect

corporate support and other support costs not charged to the Distribution, Integrated or Transmission segments, including FE's retained Pension and OPEB assets and liabilities of former subsidiaries, interest expense on FE's holding company debt and other investments or businesses that do not constitute an operating segment, including FEV's investment of 33-1/3% equity ownership in Global Holding.

This will simplify its segment reporting to provide more transparency and align with its new organizational structure that allows for financial and operational decision-making in how we manage our business.

This provides:

- Greater transparency into our business unit performance;

- Alignment with our cash flow, credit metrics, balance sheet and earnings;

- Simplification of our segment reporting so entire entity resides within a segment; and

- Consistency with peers.

FIRSTENERGY’S BUSINESS

Following completion of the PA Consolidation, PA NewCo will be FE’s only regulated utility in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies.

Consummation of the PA Consolidation is contingent upon numerous conditions, including the approval of NYPSC, PPUC and FERC.

Subject to receipt of such regulatory approvals, FirstEnergy expects that the PA Consolidation will close by early 2024.

| | | | | | | | | | | | | 6,214 | | |

The segment's revenues are primarily derived from forward-looking formula rates.

On November 6, 2021, FirstEnergy, along with FET, entered into the FET P&SA I, with Brookfield and the Brookfield Guarantors pursuant to which FET agreed to issue and sell to Brookfield at the closing, and Brookfield agreed to purchase from FET, certain newly issued membership interests of FET, such that Brookfield would own 19.9% of the issued and outstanding membership interests of FET, for a purchase price of $2.375 billion.

The transaction closed on May 31, 2022.

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 purchase price will be payable in part by the issuance of a promissory note expected to be in the principal amount of $1.75 billion.

The remaining $1.75 billion of the purchase price will be payable in cash at the closing.

As a result of the consummation of the transaction, Brookfield’s interest in FET will increase from 19.9% to 49.9%, while FE will retain the remaining 50.1% ownership interests of FET.

authorities for the PA Consolidation.

FirstEnergy's Regulated Distribution business is comprised of a geographically and regulatory diverse collection of electric utilities delivering customer-focused sustainable growth.

This business operates in a territory of 65,000 square miles, across the Midwest & Mid-Atlantic regions, one of the largest contiguous territories in the United States, and allows the Utilities to be uniquely positioned for growth through investments that strengthen the grid and enable the clean energy transition, with more than $9 billion in investment plans (or 53% of the total FirstEnergy investment plan) from 2021 to 2025.

Through its investment plan, Regulated Distribution is focused on improving reliability and added operating flexibility to the distribution infrastructure, which provide benefits to the customers and communities those Utilities serve.

In addition to our investments to rebuild critical infrastructure and improve reliability, current and future distribution investment opportunities that support our EESG and strategic priorities include:

- Advanced Metering Infrastructure – install smart meters and related infrastructure;

- Grid Modernization Investments that support distribution automation and voltage and var optimization;

- Installation of electric vehicle charging stations;

- Energy efficiency and demand response initiatives that assist customers in lowering their overall energy bills while also helping us to reduce peak system demand;

- Utility-Scale Solar Generation that lowers our carbon footprint;

- Pilot program to install battery storage systems;

- Information Systems – enhance our core information infrastructure of our distribution systems; and

- Supporting economic development to attract new business.

FirstEnergy expects to file base rate cases in Maryland, New Jersey, and West Virginia in 2023 and in Ohio in 2024.

FirstEnergy's Regulated Transmission business is a premier, high quality transmission business, with approximately 24,000 miles of transmission lines in operation and one of the largest transmission systems in PJM.

The Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP) are focused on "Energizing the Future" with investments that support clean energy, improve grid reliability and resiliency and support a carbon neutral future.

"Energizing the Future" is the centerpiece of FirstEnergy’s regulated investment strategy with all investments recovered under FERC-regulated forward-looking formula rates, and approximately $8 billion in investment plans (or 45% of the total FirstEnergy investment plan) from 2021 to 2025.

In addition to our Energizing the Future investments, current and future transmission investment opportunities that support our EESG and strategic priorities include:

- Transmission Asset Health Center: real-time monitoring to reduce outages and lower expenses;

- Integrating digital technology to enhance equipment monitoring and lower costs;

- JCP&L awarded approximately $723 million to connect clean energy generated by New Jersey's offshore wind farms to the power grid;

- Exploring real-time technologies: emerging technologies to enhance data collection; and

- Making smart investments to modernize the grid to integrate future renewables.

On December 13, 2021, FE privately issued to BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P., 25,588,535 shares of FE’s common stock, par value $0.10 per share, at a price of $39.08 per share, representing an investment of $1.0 billion.

On April 21, 2022, FERC approved the Blackstone representative’s ability to participate as a voting member of the FE Board.

Sean T.

Klimczak, the Blackstone Infrastructure Partners-selected representative, was elected to the FE Board at the 2022 annual shareholders’ meeting.

On October 18, 2021, FE, FET, the Utilities, and the Transmission Companies entered into six separate senior unsecured five-year syndicated revolving credit facilities.

FirstEnergy’s [removed: ten] utility operating companies comprise one of the nation’s largest investor-owned electric systems, [removed: based on] serving over six million customers in the Midwest and Mid-Atlantic regions.

FirstEnergy’s transmission operations include [removed: over] [added: more than] 24,000 miles of transmission lines and two regional transmission operation centers.

FirstEnergy’s revenues are [removed: primarily] derived [added: primarily] from electric service provided by the Utilities and Transmission [removed: Companies.][added: Companies, which were reported under two operating segments: Regulated Distribution and Regulated Transmission.]

[removed: The area it] [added: OE has 1,056 employees and] serves [added: an area that] has a population of approximately [removed: 2.4] [added: 2.3] million.

[removed: The area it] [added: TE has 328 employees and] serves [added: an area that] has a population of approximately [removed: 0.4] [added: 0.7] million.

[removed: The area it] [added: PE has 512 employees and] serves [added: an area that] has a population of approximately [removed: 1.7] [added: 1.0] million.

[removed: The area it serves] [added: MP] has [added: 1,004 employees and serves an area with] a population of approximately [removed: 0.7] [added: 0.8] million.

[removed: The area it] [added: CEI has 829 employees and] serves [added: an area that] has a population of approximately [removed: 2.9] [added: 1.6] million.

[removed: The area it] [added: JCP&L has 1,328 employees and] serves [added: an area that] has a population of approximately [removed: 1.3] [added: 2.8] million.

PE owns property and does business as an electric public utility in Maryland, Virginia, and West [removed: Virginia.][added: Virginia, providing distribution services to approximately 0.4 million customers in Maryland and West Virginia and provides transmission services in Maryland, West Virginia and Virginia, with a combined rate base of approximately $1.4 billion.]

[added: (1) On January 1, 2024,] FirstEnergy [removed: is proceeding with the consolidation of] [added: consolidated] the Pennsylvania Companies into [added: FE PA, making it] a new, single operating entity.

[removed: The PA Consolidation will require, among other steps: (a) the transfer of certain Pennsylvania-based transmission assets owned by WP to KATCo, (b) the transfer of Class B equity interests of MAIT currently held by PN and ME to FE (and ultimately transferred] [added: In addition] to [removed: FET as part of the FET Minority Equity Interest Sale), (c) the formation of PA NewCo and (d) the merger of] [added: merging] each of the Pennsylvania Companies with and into [removed: PA NewCo,] [added: FE PA,] with [added: FE] PA [removed: NewCo] surviving such mergers as the successor-in-interest to all assets and liabilities of the Pennsylvania [removed: Companies.][added: Companies, (i) WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and (ii) PN and ME contributed their respective Class B equity interests of MAIT to FE.]

The transaction is subject to customary closing conditions, including approval from the [removed: FERC and certain state utility commissions, and completion of review by the CFIUS.][added: PPUC.]

In addition, pursuant to the FET P&SA II, FirstEnergy [removed: has agreed to make] [added: made] the necessary filings with the applicable regulatory authorities for the PA Consolidation.

The FET Minority Equity Interest Sale is expected to close by [removed: early] [added: the end of the first quarter of] 2024.

Upon closing, FET will continue to be consolidated in FirstEnergy’s [removed: GAAP] financial statements.

ATSI owns high-voltage transmission facilities in PJM, which consist of approximately 7,900 circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV in Ohio and [removed: Pennsylvania.][added: Pennsylvania and has a rate base of $3.8 billion.]

TrAIL owns high-voltage transmission facilities in PJM, which consists of approximately 260 circuit miles of transmission lines, including a 500 kV transmission line extending approximately 150 miles from southwestern Pennsylvania through West Virginia to a point of interconnection with VEPCO in northern [removed: Virginia.][added: Virginia, and has a rate base of $1.4 billion.]

MAIT owns high-voltage transmission facilities in PJM, which consist of approximately 4,300 circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, 115 kV, 69 kV and 46 kV in [removed: Pennsylvania.][added: Pennsylvania, and has a rate base of $2.1 billion.]

KATCo was formed to accommodate new transmission construction in the WP, MP and PE footprint and [removed: currently does] [added: did] not own or operate any transmission [removed: assets.][added: assets as of December 31, 2023.]

FESC provides [removed: legal, financial,] [added: corporate support] and other [added: services, including executive administration, accounting and finance, risk management, human resources,] corporate [removed: support] [added: affairs, communications, information technology, legal] services [added: and other similar services] at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy [removed: companies.][added: companies under FESC agreements.]

The Regulated Distribution segment distributes electricity through FirstEnergy’s [removed: ten] utility operating companies, serving approximately six million customers within 65,000 square miles of Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York, and purchases power for its POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey, and Maryland.

The segment's revenues are [removed: primarily] derived from [added: primarily] forward-looking formula [removed: rates.][added: rates, pursuant to which the]

[removed: Under forward-looking formula rates, the] revenue requirement is updated annually based on a projected rate base and projected costs, which is subject to an annual true-up based on actual rate base and costs.

Corporate/Other reflects corporate support and other costs not charged or attributable to the Utilities or Transmission Companies, including FE's retained Pension and OPEB assets and liabilities of [removed: the FES Debtors,] [added: former subsidiaries,] interest expense on FE’s holding company debt and other investments or businesses that do not constitute an operating [removed: segment.][added: segment, including FEV's investment of 33-1/3% equity ownership in Global Holding.]

As of December 31, [removed: 2022,] [added: 2023,] 67 MWs of electric generating capacity, representing AE Supply's OVEC capacity entitlement, was also included in Corporate/Other for segment reporting.

As of December 31, [removed: 2022,] [added: 2023,] Corporate/Other had approximately [removed: $5.4] [added: $7.1] billion of [added: external] FE holding company debt.

FirstEnergy accounts for the effects of regulation through the application of regulatory accounting to the Utilities and the Transmission Companies [removed: since] [added: as] their rates are established by a third-party regulator with the authority to set [added: binding] rates that [removed: bind customers,] are cost-based and can be charged to and collected from customers.

The Utilities and the Transmission Companies recognize, as regulatory assets and regulatory liabilities, costs [removed: which] [added: that] FERC and the various state utility commissions, as applicable, have authorized for recovery from or return to customers in future periods or for which authorization is probable.

Based on current ratemaking procedures, the Utilities and the Transmission Companies continue to collect cost-based rates for their [removed: transmission and] distribution [added: and transmission] services; accordingly, it is appropriate that the Utilities and the Transmission Companies continue the application of regulatory accounting to those operations.

The following table summarizes the allowed [added: regulated distribution] ROE and the aggregate actual ROE of the [removed: Regulated Distribution] Utilities by state [removed: for the year ended December 31, 2022,] as determined for regulatory [removed: purposes:][added: purposes as of December 31, 2023:]

| State | | | | | | Allowed ROE | | | | | | Actual [removed: ROE(1)] [added: ROE] | | |

| New Jersey | | | | | | 9.6% [added: settled] | | | | | | [removed: 7.0%] [added: 4.1%(1)] | | |

| Ohio | | | | | | 10.5% | | | | | | [removed: 8.4%] [added: 5.8%] | | |

| Pennsylvania | | | | | | Settled(2) | | | | | | [removed: 8.1%] [added: 9.2%] | | |

| West Virginia | | | | | | Settled(2) | | | | | | [removed: 6.6%] [added: 7.7%(3)] | | |

(2) Commission-approved settlement [removed: agreements] [added: agreement] did not disclose ROE rates.

[removed: Lead] [added: Post-pandemic economic conditions have increased supply chain lead] times [removed: continue to increase] across numerous material categories, with some as much as [removed: doubling] [added: tripling] from pre-pandemic lead times.

[removed: Suppliers continue to struggle] [added: Several key suppliers have struggled] with labor shortages and raw material availability, [removed: which,] [added: which] along with inflationary [removed: pressure,] [added: pressures,] have increased [removed: the] costs and decreased the availability of certain materials, [removed: equipment] [added: equipment,] and contractors.

FirstEnergy continues to monitor supply chain risk as it anticipates these challenges continuing into [removed: 2023] [added: 2024,] and is mitigating these risks by:

The Utilities' serve approximately 6.2 million customers with a rate base of approximately $27.3 billion.

On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, including OE subsidiary, Penn, making FE PA a new, single operating entity.

FE PA, as of January 1, 2024, is FE’s only regulated distribution utility in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies and serves an area with a population of approximately 4.5 million.

FE PA operates under the rate districts of the former Pennsylvania Companies.

FirstEnergy is also evaluating the legal, financial, operational and branding benefits of consolidating the Ohio Companies into a single Ohio utility company.

OE owns property and does business as an electric public utility in Ohio, providing distribution services to approximately 1.1 million customers in central and northeastern Ohio, with a rate base of $2.1 billion.

Penn, a former subsidiary of OE, owned property and conducted business as an electric public utility in Pennsylvania, providing distribution services to approximately 0.2 million customers in western Pennsylvania, with a rate base of $0.6 billion.

Penn had 179 employees and served an area that had a population of approximately 0.4 million.

On January 1, 2024, Penn merged with and into FE PA.

CEI owns property and does business as an electric public utility in Ohio, providing distribution services to approximately 0.8 million customers in northeastern Ohio, with a rate base of $1.7 billion.

TE owns property and does business as an electric public utility in Ohio, providing distribution services to approximately 0.3 million customers in northwestern Ohio, with a rate base of $0.5 billion.

JCP&L owns property and does business as an electric public utility in New Jersey, providing distribution services to approximately 1.2 million customers, as well as transmission services in northern, western, and east central New Jersey, with a combined rate base of $4.2 billion.

ME owned property and conducted business as an electric public utility in Pennsylvania, providing distribution services to approximately 0.6 million customers in eastern and south central Pennsylvania, with a rate base of $2.0 billion.

ME had 591 employees and served an area that had a population of approximately 1.3 million.

On January 1, 2024, ME merged with and into FE PA.

PN owned property and conducted business as an electric public utility in Pennsylvania, providing distribution services to approximately 0.6 million customers in western, northern, and south-central Pennsylvania, and western New York, with a rate base of $2.1 billion.

PN had 713 employees and served an area that had a population of approximately 1.2 million in Pennsylvania and approximately 4,000 in New York.

On January 1, 2024, PN merged with and into FE PA.

MP owns property and does business as an electric public utility in West Virginia, providing distribution services to approximately 0.4 million customers, as well as generation and transmission services in northern West Virginia, with a combined rate base of $3.1 billion.

WP owned property and conducted business as an electric public utility in Pennsylvania, providing distribution services to approximately 0.7 million customers, as well as transmission services in southwestern, south-central, and northern Pennsylvania, with a combined rate base of $2.3 billion.

WP had 634 employees and served an area with a population of approximately 1.6 million.

On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo before merging with and into FE PA.

The majority of the purchase price is expected to be paid in cash upon closing, and the remainder will be payable by the issuance of a promissory note, which is expected to be repaid by the end of 2024.

On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo.

As described above, Brookfield holds 19.9% of the issued and outstanding membership interests of FET and has entered into an agreement to purchase from FE, an incremental 30% equity interest in FET, such that Brookfield’s interest in FET will increase from 19.9% to 49.9%, while FE will retain the remaining 50.1%.

The transaction is subject to customary closing conditions, including PPUC approval, and is expected to close by the end of the first quarter of 2024.

Upon closing, FET will continue to be consolidated in FirstEnergy’s financial statements.

In 2024, FirstEnergy changed its reportable segments to include the following:

- Distribution Segment, which will consist of the Ohio Companies and FE PA;

- Integrated Segment, which will consist of MP, PE and JCP&L; and

- Stand-Alone Transmission Segment, which will consist of FE's ownership in FET and KATCo.

On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo.

Corporate/Other will continue to reflect corporate support and other support costs not charged or attributable to the Utilities or Transmission Companies, including FE's retained Pension and OPEB assets and liabilities of former subsidiaries, interest expense on FE's holding company debt and other investments or businesses that do not constitute an operating segment, including FEV's investment of 33-1/3% equity ownership in Global Holding.

| Maryland | | | | | | 9.5% | | | | | | 4.7% | | |

(1) As updated in pending rate case.

(3) As filed in pending rate case and includes generation and transmission.

FirstEnergy has taken steps to mitigate these risks and does not currently expect service disruptions or any material impact on its capital spending plan.

However, a prolonged continuation or further increase in supply chain disruptions could have an adverse effect on FirstEnergy’s results, including operations, cash flow and financial condition.

| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | |

| WP | | | | | | 3,706 | | | | | | 3,827 | | | | | | 3,827 | | |

OE owns property and does business as an electric public utility in Ohio.

OE engages in the distribution and sale of electric energy to communities in central and northeastern Ohio.

Penn owns property and does business as an electric public utility in Pennsylvania.

Penn furnishes electric service to communities in western Pennsylvania.

CEI does business as an electric public utility in Ohio.

CEI engages in the distribution and sale of electric energy in northeastern Ohio.

TE does business as an electric public utility in Ohio.

TE engages in the distribution and sale of electric energy in northwestern Ohio.

JCP&L owns property and does business as an electric public utility in New Jersey.

JCP&L provides transmission and distribution services in northern, western, and east central New Jersey.

ME owns property and does business as an electric public utility in Pennsylvania.

ME provides distribution services in eastern and south central Pennsylvania.

PN owns property and does business as an electric public utility in Pennsylvania.

PN provides distribution services in western, northern, and south central Pennsylvania.

The area PN serves has a population of approximately 1.2 million.

Also, PN, as lessee of the property of its subsidiary, the Waverly Electric Light & Power Company, serves approximately 4,000 customers in the Waverly, New York vicinity.

PE provides transmission and distribution services in portions of Maryland and West Virginia and provides transmission services in Virginia.

The area it serves has a population of approximately 1.0 million.

MP owns property and does business as an electric public utility in West Virginia.

MP provides generation, transmission, and distribution services in northern West Virginia.

The area it serves has a population of approximately 0.8 million.

WP owns property and does business as an electric public utility in Pennsylvania.

WP provides transmission and distribution services in southwestern, south-central, and northern Pennsylvania.

The area it serves has a population of approximately 1.6 million.

Following completion of the PA Consolidation, PA NewCo will be FE’s only regulated utility in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies.

Consummation of the PA Consolidation is contingent upon numerous conditions, including the approval of NYPSC, PPUC and FERC.

Subject to receipt of such regulatory approvals, FirstEnergy expects that the PA Consolidation will close by early 2024.

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 purchase price will be payable in part by the issuance of a promissory note expected to be in the principal amount of $1.75 billion.

The remaining $1.75 billion of the purchase price will be payable in cash at the closing.

As a result of the consummation of the transaction, Brookfield’s interest in FET will increase from 19.9% to 49.9%, while FE will retain the remaining 50.1% ownership interests of FET.

On November 6, 2021, FirstEnergy, along with FET, entered into the FET P&SA I, with Brookfield and the Brookfield Guarantors pursuant to which FET agreed to issue and sell to Brookfield at the closing, and Brookfield agreed to purchase from FET, certain newly issued membership interests of FET, such that Brookfield would own 19.9% of the issued and outstanding membership interests of FET, for a purchase price of $2.375 billion.

The transaction closed on May 31, 2022.

In addition, pursuant to the FET P&SA II, FirstEnergy has agreed to make

the necessary filings with the applicable regulatory authorities for the PA Consolidation.

Utility Regulation

| Maryland | | | | | | 9.65% | | | | | | 8.8% | | |

(1) Actual ROE is based on methodology used in last distribution rate case and/or quarterly earnings reports, as applicable.

Rate base is for distribution assets only (except West Virginia, which includes generation and transmission assets) and reflects the actual capital structure for Pennsylvania, West Virginia and Maryland, and the allowed capital structure for Ohio.

Actual ROEs reflect actual revenue (not weather normalized) and historical results should not be relied upon to estimate the outcome of future rate cases as regulatory assumptions may vary.

Reference is made to Note [removed: 12,] [added: 13,] "Regulatory Matters," and Note [removed: 13,] [added: 14,] "Commitments, Guarantees and Contingencies," of the Notes to Consolidated Financial Statements for a description of certain legal proceedings involving FirstEnergy.

For the FISCAL YEAR ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

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 [removed: ask] [added: asked] price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

| CLASS | | | | | | AS OF JANUARY 31, [removed: 2023] [added: 2024] | | |

| Common Stock, $0.10 par value | | | | | | [removed: 572,245,184] [added: 574,440,850] | | |

| [added: Portions of the Definitive] Proxy Statement for [removed: 2023] [added: the 2024] Annual Meeting of Shareholders of FirstEnergy Corp. to be held May [removed: 24, 2023] [added: 22, 2024.] | | | | | | Part III | | |

| Glossary of Terms | | | [removed: [iii](#ibd277a26688b4369aae0000e9336b152_10)] [added: [iii](#i7d8b0aa0c4374b4286a2f35638f9c9f1_10)] | | |

| Item 1. Business | | | [removed: [1](#ibd277a26688b4369aae0000e9336b152_16)] [added: [1](#i7d8b0aa0c4374b4286a2f35638f9c9f1_16)] | | |

| The Companies | | | [removed: [1](#ibd277a26688b4369aae0000e9336b152_19)] [added: [1](#i7d8b0aa0c4374b4286a2f35638f9c9f1_19)] | | |

| Capital Requirements | | | [removed: [4](#ibd277a26688b4369aae0000e9336b152_25)] [added: [4](#i7d8b0aa0c4374b4286a2f35638f9c9f1_25)] | | |

| System Demand | | | [removed: [5](#ibd277a26688b4369aae0000e9336b152_31)] [added: [5](#i7d8b0aa0c4374b4286a2f35638f9c9f1_31)] | | |

| Regional Reliability | | | [removed: [5](#ibd277a26688b4369aae0000e9336b152_34)] [added: [5](#i7d8b0aa0c4374b4286a2f35638f9c9f1_34)] | | |

| Human Capital | | | [removed: [6](#ibd277a26688b4369aae0000e9336b152_43)] [added: [6](#i7d8b0aa0c4374b4286a2f35638f9c9f1_43)] | | |

| Information About Our Executive Officers | | | [removed: [8](#ibd277a26688b4369aae0000e9336b152_46)] [added: [8](#i7d8b0aa0c4374b4286a2f35638f9c9f1_46)] | | |

| FirstEnergy Website and Other Social Media Sites and Applications | | | [removed: [8](#ibd277a26688b4369aae0000e9336b152_49)] [added: [9](#i7d8b0aa0c4374b4286a2f35638f9c9f1_49)] | | |

| Item 1A. Risk Factors | | | [removed: [9](#ibd277a26688b4369aae0000e9336b152_52)] [added: [10](#i7d8b0aa0c4374b4286a2f35638f9c9f1_52)] | | |

| Item 1B. Unresolved Staff Comments | | | [removed: [23](#ibd277a26688b4369aae0000e9336b152_55)] [added: [24](#i7d8b0aa0c4374b4286a2f35638f9c9f1_55)] | | |

| Item 2. Properties | | | [removed: [23](#ibd277a26688b4369aae0000e9336b152_58)] [added: [26](#i7d8b0aa0c4374b4286a2f35638f9c9f1_58)] | | |

| Item 3. Legal Proceedings | | | [removed: [24](#ibd277a26688b4369aae0000e9336b152_61)] [added: [27](#i7d8b0aa0c4374b4286a2f35638f9c9f1_61)] | | |

| Item 4. Mine Safety Disclosures | | | [removed: [24](#ibd277a26688b4369aae0000e9336b152_64)] [added: [27](#i7d8b0aa0c4374b4286a2f35638f9c9f1_64)] | | |

| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [25](#ibd277a26688b4369aae0000e9336b152_70)] [added: [28](#i7d8b0aa0c4374b4286a2f35638f9c9f1_70)] | | |

| Item 6. \[Reserved\] | | | [removed: [25](#ibd277a26688b4369aae0000e9336b152_73)] [added: [28](#i7d8b0aa0c4374b4286a2f35638f9c9f1_73)] | | |

| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [26](#ibd277a26688b4369aae0000e9336b152_76)] [added: [29](#i7d8b0aa0c4374b4286a2f35638f9c9f1_76)] | | |

| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [70](#ibd277a26688b4369aae0000e9336b152_130)] [added: [77](#i7d8b0aa0c4374b4286a2f35638f9c9f1_130)] | | |

| Item 8. Financial Statements and Supplementary Data | | | [removed: [70](#ibd277a26688b4369aae0000e9336b152_133)] [added: [77](#i7d8b0aa0c4374b4286a2f35638f9c9f1_133)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [71](#ibd277a26688b4369aae0000e9336b152_139)] [added: [78](#i7d8b0aa0c4374b4286a2f35638f9c9f1_139)] | | |

| Consolidated Statements of Income | | | [removed: [73](#ibd277a26688b4369aae0000e9336b152_148)] [added: [80](#i7d8b0aa0c4374b4286a2f35638f9c9f1_148)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: [74](#ibd277a26688b4369aae0000e9336b152_151)] [added: [81](#i7d8b0aa0c4374b4286a2f35638f9c9f1_151)] | | |

| Consolidated Balance Sheets | | | [removed: [75](#ibd277a26688b4369aae0000e9336b152_154)] [added: [82](#i7d8b0aa0c4374b4286a2f35638f9c9f1_154)] | | |

| Consolidated Statements of Stockholders' Equity | | | [removed: [76](#ibd277a26688b4369aae0000e9336b152_157)] [added: [83](#i7d8b0aa0c4374b4286a2f35638f9c9f1_157)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [77](#ibd277a26688b4369aae0000e9336b152_160)] [added: [84](#i7d8b0aa0c4374b4286a2f35638f9c9f1_160)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [78](#ibd277a26688b4369aae0000e9336b152_163)] [added: [85](#i7d8b0aa0c4374b4286a2f35638f9c9f1_163)] | | |

| Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [125](#ibd277a26688b4369aae0000e9336b152_295)] [added: [135](#i7d8b0aa0c4374b4286a2f35638f9c9f1_304)] | | |

| Item 9A. Controls and Procedures | | | [removed: [125](#ibd277a26688b4369aae0000e9336b152_298)] [added: [135](#i7d8b0aa0c4374b4286a2f35638f9c9f1_307)] | | |

| Item 9B. Other Information | | | [removed: [125](#ibd277a26688b4369aae0000e9336b152_301)] [added: [135](#i7d8b0aa0c4374b4286a2f35638f9c9f1_310)] | | |

| Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | | | [removed: [125](#ibd277a26688b4369aae0000e9336b152_301)] [added: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_313)] | | |

| Item 10. Directors, Executive Officers and Corporate Governance | | | [removed: [125](#ibd277a26688b4369aae0000e9336b152_310)] [added: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_319)] | | |

| Item 11. Executive Compensation | | | [removed: [126](#ibd277a26688b4369aae0000e9336b152_313)] [added: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_322)] | | |

| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [127](#ibd277a26688b4369aae0000e9336b152_316)] [added: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_325)] | | |

| Item 13. Certain Relationships and Related Transactions, and Director Independence | | | [removed: [127](#ibd277a26688b4369aae0000e9336b152_319)] [added: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_328)] | | |

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

| Supply Plan | | | [4](#i7d8b0aa0c4374b4286a2f35638f9c9f1_28) | | |

| Competition | | | [5](#i7d8b0aa0c4374b4286a2f35638f9c9f1_37) | | |

| Seasonality | | | [5](#i7d8b0aa0c4374b4286a2f35638f9c9f1_37) | | |

| Item 1C. Cybersecurity | | | [24](#i7d8b0aa0c4374b4286a2f35638f9c9f1_2881) | | |

| Part II | | | [28](#i7d8b0aa0c4374b4286a2f35638f9c9f1_67) | | |

| Part III | | | [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_316) | | |

| Part IV | | | [137](#i7d8b0aa0c4374b4286a2f35638f9c9f1_334) | | |

| Item 15. Exhibit and Financial Statement Schedules | | | [137](#i7d8b0aa0c4374b4286a2f35638f9c9f1_337) | | |

| ME | | | Metropolitan Edison Company, a former Pennsylvania electric utility subsidiary of FE, 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 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| 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 | | |

| ACE | | | Affordable Clean Energy | | |

| AEP | | | American Electric Power Company, Inc. | | |

| AMI | | | Advanced Metering Infrastructure | | |

| AMT | | | Alternative Minimum Tax | | |

| ARO | | | Asset Retirement Obligation | | |

| BGS | | | Basic Generation Service | | |

| CCR | | | Coal Combustion Residual | | |

| CFR | | | Code of Federal Regulations | | |

| CISO | | | Chief Information Security Officer | | |

| CPP | | | EPA's Clean Power Plan | | |

| CTA | | | Consolidated Tax Adjustment | | |

| DCR | | | Delivery Capital Recovery | | |

| EDIS | | | Electric Distribution Investment Surcharge | | |

| EE&C | | | Energy Efficiency and Conservation | | |

| EEI | | | The Edison Electric Institute | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| EGU | | | Electric Generation Unit | | |

| EH | | | Energy Harbor Corp. | | |

| ELG | | | Effluent Limitation Guidelines | | |

| ENEC | | | Expanded Net Energy Cost | | |

| Energize365 | | | FirstEnergy's Transmission and Distribution Infrastructure Investment Program. | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| Utility Regulation | | | [3](#ibd277a26688b4369aae0000e9336b152_22) | | |

| Competition | | | [5](#ibd277a26688b4369aae0000e9336b152_37) | | |

| Seasonality | | | [5](#ibd277a26688b4369aae0000e9336b152_37) | | |

| Part II | | | [25](#ibd277a26688b4369aae0000e9336b152_67) | | |

| Part III | | | [125](#ibd277a26688b4369aae0000e9336b152_307) | | |

| Part IV | | | [128](#ibd277a26688b4369aae0000e9336b152_325) | | |

| Item 15. Exhibits, Financial Statement Schedule | | | [128](#ibd277a26688b4369aae0000e9336b152_328) | | |

| FELHC, Inc. | | | FirstEnergy License Holding Company | | |

| FG | | | Energy Harbor Generation LLC (formerly known as FirstEnergy Generation, LLC), a subsidiary of EH, which owns and operates fossil generating facilities | | |

| GPU | | | GPU, Inc., former parent of JCP&L, ME and PN, that merged with FE on November 7, 2001 | | |

| Pennsylvania Companies | | | ME, PN, Penn and WP | | |

| TE | | | The Toledo Edison Company, an Ohio electric utility operating subsidiary | | |

| CTA | | | Consolidated Tax Adjustment | | | | | | FES Bankruptcy | | | FES Debtors' voluntary petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court | | |

| FET Revolving Facility | | | FET and certain of its subsidiaries’ former five-year syndicated revolving credit facility, as amended, and replaced by the 2021 Credit Facilities on October 18, 2021 | | | | | | NUG | | | Non-Utility Generation | | |

| GHG | | | Greenhouse Gases | | | | | | OPEB | | | Other Post-Employment Benefits | | |

| IBA | | | ICE Benchmark Administration Limited | | | | | | OPIC | | | Other Paid-in Capital | | |

| IRS | | | Internal Revenue Service | | | | | | PA NewCo | | | In connection with the PA Consolidation, a new Pennsylvania corporation as a wholly-owned, indirect subsidiary of FE | | |

| ISO | | | Independent System Operator | | | | | | PJM | | | PJM Interconnection, LLC | | |

| MISO | | | Midcontinent Independent System Operator, Inc. | | | | | | RFC | | | Reliability*First* Corporation | | |

| MW | | | Megawatt | | | | | | RGGI | | | Regional Greenhouse Gas Initiative | | |

| SOS | | | Standard Offer Service | | | | | | VAR | | | Volt-Amps Reactive, the measuring unit for reactive power | | |

FirstEnergy seeks to protect its customers, employees, facilities and the ongoing reliability of the electric system.

FirstEnergy works closely with state and federal agencies and its peers in the electric utility industry to identify physical and cyber security

risks, exchange information, and put safeguards in place to comply with strict reliability and security standards.

From a security standpoint, the electric utility sector is one of the most regulated industries.

*Risk Management and Strategy*

FirstEnergy has established a broad framework to assess, identify and manage material risks from cyber security threats.

This program is established at the executive level, with regular reporting to, and oversight by, the FE Board as described below.

At the highest level, FirstEnergy’s program includes multi-layered governance by management, the Audit Committee, the Operations and Safety Committee, and the FE Board, as described in greater detail below.

Central management and coordination of the program helps FirstEnergy to comprehensively evaluate and protect against cyber threats.

FirstEnergy’s policies and procedures identify how cyber security measures and controls are developed, implemented, and regularly reviewed and updated.

FirstEnergy aims to align its cyber security program with national standards.

For example, FirstEnergy has implemented and maintains a set of controls to manage cyber security risk based on the National Institute of Standards and Technology Cyber Security Framework and, for Bulk Electric System assets, the NERC Critical Infrastructure Protection standards.

FirstEnergy also complies with various state laws and regulations on cyber security.

FirstEnergy’s Cyber Security Program identifies security controls and user responsibilities for the organization to identify and manage the risk of a cyber security incident.

FirstEnergy also conducts various internal and external risk assessments each year, which are based on nationally accepted standards.

These can include annual compliance required assessments, such as requirements under the Sarbanes-Oxley Act and Payment Card Industry compliance audits, as well as ad-hoc assessments driven by emerging risks, changes in FirstEnergy’s environment, or benchmark/roadmap needs.

Risks identified in such assessments are considered for inclusion in FirstEnergy’s risk portfolio, or incorporated directly into the Cyber Security Program, and are then prioritized and addressed as needed through the organization’s policies and procedures.

The risk assessment along with risk-based analysis and judgment are used to select security controls to address risks.

During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on FirstEnergy and others, such as vendors and customers, if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others.

FirstEnergy also regularly evaluates the adequacy and sufficiency of specific controls.

To further protect its information and cyber assets, FirstEnergy has required since late 2022 that applicable prospective third-party vendors complete a privacy impact assessment, which is designed to identify potential privacy and cyber security risks for those vendors requiring access to personally identifiable information, and based on the results, include appropriate contractual provisions to mitigate any identified risks.

FirstEnergy is also currently evaluating its current third-party vendors to identify which vendors have similar access to personally identifiable information and expects to complete its analysis by the end of 2024.

FirstEnergy conducts cyber security exercises and training.

For example, all personnel with any form of computer system access must complete cyber security training on a recurring basis, which educates the personnel on FirstEnergy’s policies and procedures for using FirstEnergy systems, keeping FirstEnergy information secure, and for safe, reliable operation of electric utility systems.

FirstEnergy also conducts various tests of its cyber incident response plans, disaster recovery plans and business continuity plans with key stakeholders and responders for various areas of FirstEnergy’s utility and business functions.

FirstEnergy’s management also holds executive cyber security incident tabletop exercises to train on cyber security incident response.

Additionally, FirstEnergy leverages third-party security firms in various capacities to assist with various aspects of FirstEnergy’s cyber security program, including risk assessments, vulnerability scans, and penetration testing.

FirstEnergy uses a variety of processes to address cyber security threats related to the use of third-party technology and services, such as reviewing independent assessments of the third party’s cyber/information security controls, such as Systems and Organization Controls 2 audits or other standards-based assessments, where appropriate.

As part of FirstEnergy’s process to continuously improve its cyber and information security programs, FirstEnergy also engages third-party subject matter experts to assess and evaluate the effectiveness of various aspects of such programs.

In addition to the aforementioned efforts, FirstEnergy also strongly considers cyber security risks as a part of its overall strategy and invests heavily in sophisticated and layered security measures that use both technology and hard defenses to protect critical transmission facilities and its digital communications networks.

For example, security enhancements to FirstEnergy’s transmission infrastructure, such as enhanced cyber security monitoring and alarming are a key component of FirstEnergy’s transmission investment program.

Despite the security measures and safeguards FirstEnergy has employed, including certain measures implemented pursuant to mandatory NERC Critical Infrastructure Protection standards, FirstEnergy’s infrastructure may be increasingly vulnerable to such attacks as a result of the rapidly evolving and increasingly sophisticated means by which attempts to defeat security measures and gain access to information technology systems may be made.

Also, FirstEnergy, or its vendors and service providers, may be at an increased risk of a cyber-attack and/or data security breach due to the nature of its business.

Any such cyber incident could result in significant lost revenue, the inability to conduct critical business functions and serve customers for a significant period of time, the use of significant management resources, legal claims or proceedings, regulatory penalties, significant remediation costs, increased regulation, increased capital costs, increased protection costs for enhanced cyber security systems

or personnel, damage to FirstEnergy's reputation and/or the rendering of its internal controls ineffective, all of which could materially adversely affect FirstEnergy's business, results of operations, financial condition and reputation.

*Board Governance and Management*

The FE Board has identified cyber security as a key enterprise risk and prioritizes the mitigation of this risk through FirstEnergy’s enterprise risk management process.

Responsibility for oversight of risk management generally lies with the FE Board and the Audit Committee has primary responsibility to oversee enterprise risk management.

To effectively manage oversight of FirstEnergy’s cyber security risk management practices, since 2022, the FE Board has delegated oversight authority to each of FirstEnergy’s Audit and Operations and Safety Committees, respectively, as detailed in each Committees’ charters.

The Audit Committee has primary responsibility to oversee the disclosure of material cyber security incidents, as well as the general obligation to ensure the proper risk oversight structure of cyber security as part of the FirstEnergy’s overall enterprise risk management program and the internal controls applicable to cyber security matters.

See Note [removed: 10,] [added: 11,] "Capitalization," of the Notes to Consolidated Financial Statements for information concerning financing encumbrances affecting certain of the Utilities’ properties.

FirstEnergy controls the following generation sources as of December 31, [removed: 2022,] [added: 2023,] shown in the table below, and operates in [removed: PJM.][added: the PJM Region.]

| Plant (Location) | | | | | | Unit | | | | | | Total | | | | | | [removed: Corp/Other] [added: Corp / Other] | | | | | | Regulated Distribution | | | [added: | | | Total | | | | | | Corp / Other | | | | | | Regulated Distribution | | |]

| Super-critical Coal-fired: | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| Harrison (Haywood, WV) | | | | | | 1-3 | | | | | | 1,984 | | | | | | — | | | | | | 1,984 | | | [added: | | | 11,193 | | | | | | — | | | | | | 11,193 | | |]

| Fort Martin (Maidsville, WV) | | | | | | 1-2 | | | | | | 1,098 | | | | | | — | | | | | | 1,098 | | | [added: | | | 4,368 | | | | | | — | | | | | | 4,368 | | |]

| | | | | | | | | | | | | 3,082 | | | | | | — | | | | | | 3,082 | | | [added: | | | 15,561 | | | | | | — | | | | | | 15,561 | | |]

| Sub-critical and Other Coal-fired: | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| OVEC (Cheshire, OH) (Madison, [removed: IN)] [added: IN)(1)] | | | | | | 1-11 | | | | | | 78 | | | [removed: (1)] | | | 67 | | | | | | 11 | | | [added: | | | 335 | | | | | | 288 | | | | | | 47 | | |]

| Pumped-storage Hydro: | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| Bath County (Warm Springs, [removed: VA)] [added: VA)(2)] | | | | | | 1-6 | | | | | | 487 | | | [removed: (2)] | | | — | | | | | | 487 | | | [added: | | | 656 | | | | | | — | | | | | | 656 | | |]

| Total | | | | | | | | | | | | [removed: 3,647] [added: 3,647] | | | | | | [removed: 67] [added: 67] | | | | | | [removed: 3,580] [added: 3,580] | | | [added: | | | 16,552 | | | | | | 288 | | | | | | 16,264 | | |]

As of December 31, [removed: 2022,] [added: 2023,] FirstEnergy’s distribution and transmission circuit miles are located in PJM and were as follows:

(1) Includes overhead pole line and underground conduit carrying primary, secondary and street lighting [removed: circuits][added: circuits.]

The outstanding debt under the FMBs of specific FE PA predecessors (WP and Penn) were assumed by FE PA in connection with the PA Consolidation.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Net Maximum Capacity (MW) | | | | | | | | | | | | | | | | | | Net(3) Generation for the year ended December 31, 2023 (Thousand MWh) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(3) Each plant is net of station use, except for Bath County, which is shown gross of pumping usage.

MP and PE are constructing 50 MWs of solar generation at five sites in West Virginia.

The WVPSC approved the construction of three of the five solar sites.

The first solar generation site, located in Maidsville, West Virginia, was completed and placed in-service on January 8, 2024, representing 19 MWs of capacity.

Construction of the remaining four sites is expected to be completed no later than the end of 2025.

The remaining four sites are expected to provide 31 MWs of capacity.

| ATSI | | | — | | | | | | 7,950 | | | | | | | | | | | |

| CEI | | | 33,662 | | | | | | — | | | | | | | | | | | |

| JCP&L | | | 24,567 | | | | | | 2,596 | | | | | | | | | | | |

| MAIT | | | — | | | | | | 4,287 | | | | | | | | | | | |

| ME(2) | | | 19,316 | | | | | | — | | | | | | | | | | | |

| MP | | | 22,946 | | | | | | 2,607 | | | | | | | | | | | |

| OE | | | 68,357 | | | | | | — | | | | | | | | | | | |

| PE | | | 20,096 | | | | | | 2,087 | | | | | | | | | | | |

| Penn(2) | | | 13,757 | | | | | | — | | | | | | | | | | | |

| PN(2) | | | 28,172 | | | | | | — | | | | | | | | | | | |

| TE | | | 19,323 | | | | | | — | | | | | | | | | | | |

| WP(2)(3) | | | 25,564 | | | | | | 4,318 | | | | | | | | | | | |

| Total | | | 275,760 | | | | | | 24,114 | | | | | | | | | | | |

(2) On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, making it a new, single operating entity.

(3) On January 1, 2024, certain of WP's Pennsylvania-based transmission assets were transferred to KATCo

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Net Demonstrated Capacity (MW) | | | | | | | | | | | | | | |

| ATSI | | | — | | | | | | 7,921 | | | | | | | | | | | |

| CEI | | | 33,118 | | | | | | — | | | | | | | | | | | |

| JCP&L | | | 24,191 | | | | | | 2,600 | | | | | | | | | | | |

| MAIT | | | — | | | | | | 4,278 | | | | | | | | | | | |

| ME | | | 19,117 | | | | | | — | | | | | | | | | | | |

| MP | | | 22,832 | | | | | | 2,607 | | | | | | | | | | | |

| OE | | | 68,145 | | | | | | — | | | | | | | | | | | |

| PE | | | 20,828 | | | | | | 2,087 | | | | | | | | | | | |

| Penn | | | 13,683 | | | | | | — | | | | | | | | | | | |

| PN | | | 28,120 | | | | | | — | | | | | | | | | | | |

| TE | | | 19,220 | | | | | | — | | | | | | | | | | | |

| WP | | | 25,264 | | | | | | 4,318 | | | | | | | | | | | |

| Total | | | 274,518 | | | | | | 24,080 | | | | | | | | | | | |

Information regarding retained earnings available for payment of cash dividends is given in Note [removed: 10,] [added: 11,] "Capitalization," of the Notes to Consolidated Financial Statements.

The following graph shows the total cumulative return from a $100 investment on December 31, [removed: 2017,] [added: 2018,] in FE’s common stock compared with the total cumulative returns of EEI’s Index of Investor-Owned Electric Utility Companies and the S&P 500.

[removed: ][added: ]

FirstEnergy had no transactions regarding purchases of FE common stock during the fourth quarter of [removed: 2022.][added: 2023.]

There were 57,291 holders of 574,335,396 shares of FE’s common stock as of December 31, 2023, and 57,291 holders of 574,440,850 shares of FE's common stock as of January 31, 2024.

There were 60,610 holders of 572,130,932 shares of FE’s common stock as of December 31, 2022, and 60,340 holders of 572,245,184 shares of FE's common stock as of January 31, 2023.

The consolidated financial statements and supplementary data of FirstEnergy required in this item are set forth beginning on page [removed: [73](#ibd277a26688b4369aae0000e9336b152_145).][added: [80](#i7d8b0aa0c4374b4286a2f35638f9c9f1_145).]

We have audited the accompanying consolidated balance sheets of FirstEnergy Corp. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or [added: complex judgments.]

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $33] [added: $369] million of regulatory assets and [removed: $1,847] [added: $1,214] million of regulatory liabilities.

These procedures also included, among others, [added: (i)] obtaining the Company’s correspondence with regulators, [added: (ii)] evaluating the reasonableness of management’s assessment regarding regulatory guidance, proceedings, and legislation and the related accounting implications, and [added: (iii)] calculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators.

| | | | | | | For the [removed: Years] [added: Year] Ended December [removed: 31,] [added: 31, 2023] | | | | | | | | | | | | | | | [added: | | | | | |]

| (In millions, except per share amounts) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Distribution services and retail generation | | | | | | $ | [removed: 9,916] [added: 10,405] | | | | | $ | [removed: 9,009] [added: 9,916] | | | | | $ | [removed: 8,688] [added: 9,009] | |

| Transmission | | | | | | [removed: 1,863] [added: 2,049] | | | | | | [removed: 1,608] [added: 1,863] | | | | | | [removed: 1,613] [added: 1,608] | | |

| Other | | | | | | [removed: 680] [added: 416] | | | | | | [removed: 515] [added: 680] | | | | | | [removed: 489] [added: 515] | | |

| Total revenues(1) | | | | | | [removed: 12,459] [added: 12,870] | | | | | | [removed: 11,132] [added: 12,459] | | | | | | [removed: 10,790] [added: 11,132] | | |

| Fuel | | | | | | [removed: 730] [added: 538] | | | | | | [removed: 481] [added: 730] | | | | | | [removed: 369] [added: 481] | | |

| Purchased power | | | | | | [removed: 3,863] [added: 4,108] | | | | | | [removed: 2,964] [added: 3,863] | | | | | | [removed: 2,701] [added: 2,964] | | |

| Other operating expenses | | | | | | [removed: 3,817] [added: 3,594] | | | | | | [removed: 3,196] [added: 3,817] | | | | | | [removed: 3,291] [added: 3,196] | | |

| Provision for depreciation | | | | | | [removed: 1,375] [added: 1,461] | | | | | | [removed: 1,302] [added: 1,375] | | | | | | [removed: 1,274] [added: 1,302] | | |

| Amortization (deferral) of regulatory assets, net | | | | | | [removed: (365)] [added: (261)] | | | | | | [removed: 269] [added: (365)] | | | | | | [removed: (53)] [added: 269] | | |

| General taxes | | | | | | [removed: 1,129] [added: 1,164] | | | | | | [removed: 1,073] [added: 1,129] | | | | | | [removed: 1,046] [added: 1,073] | | |

| DPA penalty (Note [removed: 13)] [added: 14)] | | | | | | — | | | | | | [removed: 230] [added: —] | | | | | | [removed: —] [added: 230] | | |

| Gain on sale of Yards Creek [removed: (Note 14)] | | | | | | — | | | | | | [removed: (109)] [added: —] | | | | | | [removed: —] [added: (109)] | | |

| Total operating expenses | | | | | | [removed: 10,549] [added: 10,604] | | | | | | [removed: 9,406] [added: 10,549] | | | | | | [removed: 8,628] [added: 9,406] | | |

| OPERATING INCOME | | | | | | [removed: 1,910] [added: 2,266] | | | | | | [removed: 1,726] [added: 1,910] | | | | | | [removed: 2,162] [added: 1,726] | | |

| Debt redemption costs (Note [removed: 10)] [added: 11)] | | | | | | [removed: (171)] [added: (36)] | | | | | | [removed: (2)] [added: (171)] | | | | | | [removed: —] [added: (2)] | | |

| Equity method investment earnings (Note 1) | | | | | | [removed: 168] [added: 175] | | | | | | [removed: 31] [added: 168] | | | | | | [removed: 2] [added: 31] | | |

| Miscellaneous income, net | | | | | | [removed: 415] [added: 164] | | | | | | [removed: 486] [added: 415] | | | | | | [removed: 430] [added: 486] | | |

| Pension and OPEB mark-to-market adjustment | | | | | | [removed: 72] [added: (78)] | | | | | | [removed: 382] [added: 72] | | | | | | [removed: (477)] [added: 382] | | |

| Interest expense | | | | | | [removed: (1,039)] [added: (1,124)] | | | | | | [removed: (1,139)] [added: (1,039)] | | | | | | [removed: (1,065)] [added: (1,139)] | | |

| Capitalized financing costs | | | | | | [removed: 84] [added: 97] | | | | | | [removed: 75] [added: 84] | | | | | | [removed: 77] [added: 75] | | |

| Total other expense | | | | | | [removed: (471)] [added: (802)] | | | | | | [removed: (167)] [added: (471)] | | | | | | [removed: (1,033)] [added: (167)] | | |

| [removed: INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | |] [added: Income from continuing operations, before income taxes] | | | [removed: 1,439] [added: $] | [added: 1,464] | | | | | [removed: 1,559] [added: $] | [added: 1,439] | | | | | [removed: 1,129] [added: $] | [added: 1,559] | |

| INCOME TAXES | | | | | | [removed: 1,000] [added: 267] | | | | | | [removed: 320] [added: 1,000] | | | | | | [removed: 126] [added: 320] | | |

| INCOME FROM CONTINUING OPERATIONS | | | | | | [removed: 439] [added: 1,197] | | | | | | [removed: 1,239] [added: 439] | | | | | | [removed: 1,003] [added: 1,239] | | |

| Discontinued operations (Note [removed: 15)(2)] [added: 16)(2)] | | | | | | [removed: —] [added: (21)] | | | | | | [removed: 44] [added: —] | | | | | | [removed: 76] [added: 44] | | |

| NET INCOME | | | | | | $ | [removed: 439] [added: 1,176] | | | | | $ | [removed: 1,283] [added: 439] | | | | | $ | [removed: 1,079] [added: 1,283] | |

| Income attributable to noncontrolling interest (continuing operations) | | | | | | [removed: 33] [added: 74] | | | | | | [removed: —] [added: 33] | | | | | | — | | |

| EARNINGS ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | $ | [removed: 406] [added: 1,102] | | | | | $ | [removed: 1,283] [added: 406] | | | | | $ | [removed: 1,079] [added: 1,283] | |

| EARNINGS PER SHARE ATTRIBUTABLE TO FIRSTENERGY [removed: CORP.] [added: CORP. (Note 3)] | | | | | | | | | | | | | | | | | | | | |

| Basic - [removed: Continuing Operations] [added: continuing operations] | | | | | | $ | [removed: 0.71] [added: 1.96] | | | | | $ | [removed: 2.27] [added: 0.71] | | | | | $ | [removed: 1.85] [added: 2.27] | |

| AMOUNTS ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | | | | | | | | | | | | | | | |

| Earnings from continuing operations | | | | | | $ | 1,123 | | | | | $ | 406 | | | | | $ | 1,239 | |

| Earnings from discontinued operations | | | | | | (21) | | | | | | — | | | | | | 44 | | |

| Basic | | | | | | $ | 1.92 | | | | | $ | 0.71 | | | | | $ | 2.35 | |

| Diluted | | | | | | $ | 1.92 | | | | | $ | 0.71 | | | | | $ | 2.35 | |

| | | | | | | | | | 2,568 | | | | | | 2,415 | | |

| | | | | | | | | | 36,296 | | | | | | 34,592 | | |

| | | | | | | | | | 38,412 | | | | | | 36,285 | | |

| Regulatory assets | | | | | | | | | 369 | | | | | | 33 | | |

| | | | | | | | | | 7,787 | | | | | | 7,408 | | |

| | | | | | | | | | 5,386 | | | | | | 3,958 | | |

| | | | | | | | | | 32,465 | | | | | | 31,507 | | |

| TOTAL LIABILITIES | | | | | | | | | 37,851 | | | | | | 35,465 | | |

| EQUITY: | | | | | | | | | | | | | | | | | |

| TOTAL LIABILITIES AND EQUITY | | | | | | | | | $ | 48,767 | | | | | $ | 46,108 | |

| Distribution to FET minority interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (72) | | | | | | (72) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2023 | | | | | | 574 | | | | | | $ | 57 | | | | | $ | 10,494 | | | | | $ | (17) | | | | | $ | (97) | | | | | $ | 10,437 | | | | | $ | 479 | | | | | $ | 10,916 | |

(2) Dividends declared for each share of common stock totaled $1.60 during 2023.

| Employee benefit costs, net | | | | | | (9) | | | | | | (279) | | | | | | (300) | | |

| Pension trust contribution | | | | | | (750) | | | | | | — | | | | | | — | | |

| Employee benefit plan funding and related payments | | | | | | (50) | | | | | | (49) | | | | | | (48) | | |

| Capital investments | | | | | | (3,356) | | | | | | (2,848) | | | | | | (2,487) | | |

| Significant non-cash transactions: | | | | | | | | | | | | | | | | | | | | |

| Accrued capital investments | | | | | | $ | 252 | | | | | $ | 207 | | | | | $ | 114 | |

| 7 | | | Taxes | | | [100](#i7d8b0aa0c4374b4286a2f35638f9c9f1_226) | | |

| 8 | | | Leases | | | [103](#i7d8b0aa0c4374b4286a2f35638f9c9f1_229) | | |

| 9 | | | Variable Interest Entities | | | [106](#i7d8b0aa0c4374b4286a2f35638f9c9f1_184) | | |

| 10 | | | Fair Value Measurements | | | [108](#i7d8b0aa0c4374b4286a2f35638f9c9f1_232) | | |

| 11 | | | Capitalization | | | [110](#i7d8b0aa0c4374b4286a2f35638f9c9f1_235) | | |

| 13 | | | Regulatory Matters | | | [116](#i7d8b0aa0c4374b4286a2f35638f9c9f1_250) | | |

| 16 | | | Discontinued Operations | | | [133](#i7d8b0aa0c4374b4286a2f35638f9c9f1_271) | | |

Additionally, FET is a majority-owned subsidiary of FE, and is the parent company of ATSI, MAIT, PATH and TrAIL.

On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, including OE subsidiary, Penn, making FE PA a new, single operating entity.

In addition to merging each of the Pennsylvania Companies with and into FE PA, with FE PA surviving such mergers as the successor-in-interest to all assets and liabilities of the Pennsylvania Companies, (i) WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and (ii) PN and ME contributed their respective Class B equity interests of MAIT to FE.

FE PA, as of January 1, 2024, is FE’s only regulated distribution utility in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies and serves an area with a population of approximately 4.5 million.

FE PA operates under the rate districts of the former Pennsylvania Companies.

FirstEnergy is also evaluating the legal, financial, operational and branding benefits of consolidating the Ohio Companies into a single Ohio utility company.

complex judgments.

February 13, 2023

| Basic - Earnings Per Share Attributable to FirstEnergy Corp. | | | | | | $ | 0.71 | | | | | $ | 2.35 | | | | | $ | 1.99 | |

| Diluted - Earnings Per Share Attributable to FirstEnergy Corp. | | | | | | $ | 0.71 | | | | | $ | 2.35 | | | | | $ | 1.99 | |

| | | | | | | | | | 2,415 | | | | | | 3,237 | | |

| | | | | | | | | | 34,592 | | | | | | 33,330 | | |

| | | | | | | | | | 36,285 | | | | | | 34,744 | | |

| | | | | | | | | | 7,408 | | | | | | 7,451 | | |

| | | | | | | | | | $ | 46,108 | | | | | $ | 45,432 | |

| | | | | | | | | | 3,958 | | | | | | 4,416 | | |

| CAPITALIZATION: | | | | | | | | | | | | | | | | | |

| | | | | | | | | | 31,846 | | | | | | 30,923 | | |

| | | | | | | | | | 10,304 | | | | | | 10,093 | | |

| Balance, January 1, 2020 | | | | | | 541 | | | | | | $ | 54 | | | | | $ | 10,868 | | | | | $ | 20 | | | | | $ | (3,967) | | | | | $ | 6,975 | | | | | $ | — | | | | | $ | 6,975 | |

| Retirement benefits, net of payments | | | | | | (378) | | | | | | (417) | | | | | | (301) | | |

| Settlement agreement and tax sharing payments to the FES Debtors | | | | | | — | | | | | | — | | | | | | (978) | | |

| Discounts (premiums) on debt issuances and redemptions, net | | | | | | (151) | | | | | | 27 | | | | | | (4) | | |

| Property additions | | | | | | (2,756) | | | | | | (2,445) | | | | | | (2,657) | | |

| 7 | | | Taxes | | | [93](#ibd277a26688b4369aae0000e9336b152_223) | | |

| 8 | | | Leases | | | [97](#ibd277a26688b4369aae0000e9336b152_226) | | |

| 9 | | | Fair Value Measurements | | | [100](#ibd277a26688b4369aae0000e9336b152_229) | | |

| 10 | | | Capitalization | | | [102](#ibd277a26688b4369aae0000e9336b152_232) | | |

| 12 | | | Regulatory Matters | | | [107](#ibd277a26688b4369aae0000e9336b152_247) | | |

| 15 | | | Discontinued Operations | | | [123](#ibd277a26688b4369aae0000e9336b152_259) | | |

PN, as lessee of the property of its subsidiary, the Waverly Electric Light & Power Company, serves approximately 4,000 customers in the Waverly, New York vicinity.

On February 10, 2021, PN entered into an agreement to transfer its customers and the related assets in Waverly, New York to Tri-County Rural Electric Cooperative.

PN and Tri-County Rural Electric Cooperative have jointly decided not to move forward with the transfer.

As a result, on September 30, 2022 both parties notified the NYPSC that the transaction would not occur.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The purchase price will be payable in part by the issuance of a promissory note expected to be in the principal amount of $1.75 billion.

The remaining $1.75 billion of the purchase price will be payable in

cash at the closing.

Each of Brookfield’s and FE’s respective appointment rights are subject to such party maintaining certain minimum ownership percentages.

The A&R FET LLC Agreement contains certain investor protections, including, among other things, requiring Brookfield's approval for FET and its subsidiaries to take certain major actions.

Under the terms of the A&R FET LLC Agreement, for so long as Brookfield holds at least a 30.0% interest in FET, Brookfield’s consent is required for FET or any of its subsidiaries to, among other things, undertake certain acquisitions or dispositions in excess of certain dollar thresholds, establish or amend the annual budget, incur cost overruns on certain capital expenditures projects during any fiscal year in excess of a certain percentage overage of the budgeted amounts or incur cost overruns on the aggregate capital expenditure budget of FET’s subsidiaries during any fiscal year in excess of a certain percentage overage of the aggregated budgeted amount, make material decisions relating to litigation where either the potential liability exposure is in excess of a certain threshold dollar amount or such proceeding would reasonably be expected to have an adverse effect on Brookfield or FET, make certain material regulatory filings, incur or refinance indebtedness by FET or its subsidiaries, which, in the case of its subsidiaries, would reasonably be expected to cause such subsidiary to deviate from its targeted capital structure, enter into joint ventures, appoint or replace any member of its transmission leadership team, amend the accounting policies of FET or its subsidiaries (but only if FirstEnergy Corp is no longer the majority owner of FET), take any action that would reasonably be expected to cause a default or breach of any material contract of FET or any of its subsidiaries, create certain material liens (excluding certain permitted liens), or cause any reorganization of FET or any of its subsidiaries.

The A&R FET LLC Agreement also includes provisions relating to the resolution of disputes and to address deadlocks.

*Consolidation of Pennsylvania Companies*

Following completion of the PA Consolidation, PA NewCo will be FE’s only regulated utility in Pennsylvania encompassing the operations previously conducted individually by the Pennsylvania Companies.

Consummation of the PA Consolidation is contingent upon numerous conditions, including the approval of NYPSC, PPUC and FERC.

Subject to receipt of such regulatory approvals, FirstEnergy expects that the PA Consolidation will close by early 2024.

[removed: FirstEnergy] [added: FirstEnergy, through the oversight of its Disclosure Committee,] has established disclosure controls and procedures to ensure that information is accumulated and communicated to management, including the [removed: interim] chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, and ensure that information required to be disclosed in the reports FirstEnergy files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

The management of FirstEnergy, with the participation of the [removed: interim] chief executive officer and chief financial officer, [removed: have] [added: has] 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 December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, the [removed: interim] chief executive officer and chief financial officer of FirstEnergy have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

Management conducted an evaluation of the effectiveness of FirstEnergy's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the framework in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, management concluded that FirstEnergy's internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of FirstEnergy’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

During the quarter ended December 31, [removed: 2022,] [added: 2023,] 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, FirstEnergy's internal control over financial reporting.

*Trading Arrangements*

During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of FE 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).

*Director Resignation*

On February 7, 2024, Sean Klimczak notified the FE Board of his intention to resign as a director of FE, effective the earlier of (i) the appointment of his replacement, or (ii) February 29, 2024.

Mr. Klimczak’s resignation was not the result of any dispute or disagreement with FE or the FE Board on any matter relating to the operations, policies or practices of FirstEnergy.

BIP Securities II-B L.P. intends to designate a substitute director acceptable to the FE Board to be appointed to the FE Board.

Pursuant to that certain Common Stock Purchase Agreement with BIP Securities II-B L.P., an affiliate of Blackstone Infrastructure Partners L.P., dated as of November 6, 2021, so long as BIP Securities II-B L.P. beneficially owns at least 75% of the shares of FE common stock acquired by it pursuant to the Common Stock Purchase Agreement, BIP Securities II-B L.P. will have the right to nominate one natural person for election to the FE Board.

On February 9, 2023, the FE Board approved a new service-based restricted shares award in the amount of $2 million for Mr. K. Jon Taylor that will be granted on March 1, 2023.

The number of shares subject to the award will be determined as of March 1, 2023, based on the FE’s average high and low stock price as of that date.

The shares will generally vest over a four-year period from March 1, 2023, with 25% of the award vesting after two years, another 25% vesting after a third year, and the remaining amount of the award vesting after the fourth year, generally subject to Mr. Taylor’s continued employment with the FirstEnergy.

The award will have other terms and conditions based on FE’s 2020 Incentive Compensation Plan and will be consistent with the form of Restricted Stock Agreement attached to this Annual Report on Form 10-K as Exhibit 10-53.

The information required by Item 10 is incorporated herein by reference to FirstEnergy's [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by Item 11 is incorporated herein by reference to FirstEnergy’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

The Item 403 of Regulation S-K information required by Item 12 is incorporated herein by reference to FirstEnergy's [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

The following table contains information as of December 31, [removed: 2022,] [added: 2023,] regarding compensation plans for which shares of FE common stock may be issued.

| Equity compensation plans approved by security holders | | | | | | [removed: 3,297,942] [added: 4,111,762] | | | (1) | | | $ | — | | (2) | | | [removed: 11,912,070] [added: 10,060,406] | | | (3) | | |

(1) This number includes [removed: 1,427,058] [added: 1,918,675] shares subject to outstanding awards of stock based [removed: RSUs] [added: Restricted Stock Units] granted under the ICP [removed: 2015 and ICP] 2020 if paid at target for the three outstanding cycles, as well as [removed: 1,427,058] [added: 1,918,675] additional shares assuming maximum performance metrics are achieved for the [removed: 2020-2022,] 2021-2023, [added: 2022-2024,] and [removed: 2022-2024] [added: 2023-2025] cycles of stock based [removed: RSUs,] [added: Restricted Stock Units,] and [removed: 443,826] [added: 274,412] shares related to the DCPD that will be paid in stock.

(3) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately [removed: 4,844,747] [added: 4,841,463] under ICP 2015 and [removed: 8,494,381] [added: 7,137,618] under ICP 2020, available assuming performance at target) for the [removed: 2020-2022,] 2021-2023, [added: 2022-2024,] and [removed: 2022-2024] [added: 2023-2025] cycles of stock-based [removed: RSUs,] [added: Restricted Stock Units,] with respect to future awards under the ICP 2020 and future accruals of dividends on awards outstanding under ICP [removed: 2015 or ICP] 2020.

Additional shares may become available under the ICP [removed: 2015 or ICP] 2020 due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards.

| Total | | | | | | 4,111,762 | | | | | | $ | — | | | | | 10,060,406 | | | | | |

| Total | | | | | | 3,297,942 | | | | | | $ | — | | | | | 11,912,070 | | | | | |

The information required by Item 13 is incorporated herein by reference to FirstEnergy’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

| Audit Fees(1) | | | $ | [removed: 7,523] [added: 9,915] | | | | | $ | [removed: 7,902] [added: 7,523] | |

| Audit-Related Fees(2) | | | [removed: 190] [added: —] | | | | | | [removed: 70] [added: 190] | | |

| [removed: Tax-Related] [added: Tax] Fees(3) | | | [removed: 220] [added: 110] | | | | | | [removed: —] [added: 220] | | |

| All Other Fees(4) | | | [removed: 720] [added: 282] | | | | | | [removed: 217] [added: 720] | | |

| Total Fees | | | $ | [removed: 8,653] [added: 10,307] | | | | | $ | [removed: 8,189] [added: 8,653] | |

(1) Professional services rendered for the audits of FirstEnergy's [added: and certain of its subsidiary] annual financial statements and reviews of unaudited financial statements included in FirstEnergy's Quarterly Reports on Form 10-Q [added: filings made with the SEC,] and for services in connection with statutory and regulatory filings or engagements, including comfort letters, agreed upon procedures and consents for [removed: financings and filings made with the SEC.][added: financings.]

(2) Audit-related fees in 2022 [removed: and 2021] were related to services rendered for EESG reporting assessments.

(3) [removed: Tax-related] [added: Tax] fees in [added: 2023 and] 2022 were primarily related to the performance of tax services [removed: in conjunction with] [added: related to] the [removed: FET P&SA I.][added: sale of interest in FET.]

[removed: (4)] All other fees in 2022 primarily reflect certain costs incurred as a result of system implementation quality assurance services, the ongoing SEC investigation and software subscription fees.

Additional information required by this item is incorporated herein by reference to FirstEnergy’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

| | | | 2023 | | | | | | 2022 | | |

2023 audit fees also include newly required regulatory audits for certain subsidiaries and additional audit services to support the planned registration of certain subsidiaries with the SEC during 2024.

(4) All other fees in 2023 primarily reflect certain costs related to the ongoing SEC investigation.

| | | | 2022 | | | | | | 2021 | | |

All other fees in 2021 primarily reflect the ongoing SEC investigation, software subscription fees and accounting research license costs.

| Exhibit Number | | | | | | | | | | | | [added: | | |]

| [removed: 3-1] [added: 3.1] | | | | | | [added: | | | | | |] [Amended and Restated Articles of Incorporation of FirstEnergy Corp. (incorporated by reference to FE’s Form 10-Q filed July 23, 2019, Exhibit [removed: 3-1,] [added: 3](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000034/q22019-ex3x1.htm)[\-](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000034/q22019-ex3x1.htm)[1,] File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000034/q22019-ex3x1.htm) | | | [removed: | | |]

| [removed: 3-2] [added: 3.2] | | | | | | [added: | | | | | |] [Third Amended and Restated Code of Regulations of FirstEnergy Corp., effective May 17, 2022 (incorporated by reference to FE’s Form 8-K on May 23, 2022, Exhibit 3.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000028/a8-kx52022exhibit31.htm) | | | [removed: | | |]

| [removed: 4-1] [added: 4.1] | | | | | | [added: | | | | | |] [Indenture, dated November 15, 2001, between FirstEnergy Corp. and The Bank of New York Mellon, as Trustee (incorporated by reference to FE’s Form S-3 filed September 21, 2001, Exhibit 4(a), File No. 333-69856).](https://www.sec.gov/Archives/edgar/data/1031296/000091205701533070/a2059691zex-4_a.txt) | | | [removed: | | |]

| [removed: 4-2] [added: 4.3] | | | | | | [added: | | | | | |] [Officer’s Certificate relating to FirstEnergy Corp.'s 2.85% Notes, Series A, due 2022, 3.90% Notes, Series B, due 2027 and 4.85% Notes, Series C, due 2047 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm) | | | [removed: | | |]

| [removed: 4-3] [added: 4.4] | | | | | | [added: | | | | | |] [Form of 3.90% Note, Series B, due 2027 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm) | | | [removed: | | |]

| [removed: 4-4] [added: 4.5] | | | | | | [added: | | | | | |] [Form of 4.85% Note, Series C, due 2047 (incorporated by reference to FE’s Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm) | | | [removed: | | |]

| [removed: 4-5] [added: 4.6] | | | | | | [added: | | | | | |] [Officer’s Certificate relating to FirstEnergy Corp.'s 2.050% Notes, Series A, due 2025, 2.650% Notes, Series B, due 2030 and 3.400% Notes, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | | [removed: | | |]

| [removed: 4-6] [added: 4.7] | | | | | | [added: | | | | | |] [Form of 2.050% Note, Series A, due 2025 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | | [removed: | | |]

| [removed: 4-7] [added: 4.8] | | | | | | [added: | | | | | |] [Form of 2.650% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.3, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | | [removed: | | |]

| [removed: 4-8] [added: 4.9] | | | | | | [added: | | | | | |] [Form of 3.400% Note, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.4, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520042800/d629226dex41.htm) | | | [removed: | | |]

| [removed: 4-9] [added: 4.10] | | | | | | [added: | | | | | |] [Officer’s Certificate relating to FirstEnergy Corp.'s 1.600% Notes, Series A, due 2026, 2.250% Notes, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm) | | | [removed: | | |]

| [removed: 4-10] [added: 4.11] | | | | | | [added: | | | | | |] [Form of 1.600% Note, Series A, due 2026 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm) | | | [removed: | | |]

| [removed: 4-11] [added: 4.12] | | | | | | [added: | | | | | |] [Form of 2.250% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.3, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312520163154/d928462dex41.htm) | | | [removed: | | |]

| [removed: 4-12] [added: 4.13] | | | | | | [added: | | | | | |] [Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 (incorporated by reference to FE's Form 10-K filed February 10, 2020, Exhibit 4-10, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129620000008/fe-12312019xex4x10.htm) | | | [removed: | | |]

| [removed: 10-1] [added: 10.1] | | | | | | [added: | | | | | |] [Credit Agreement, dated as of October 18, 2021, by and among FirstEnergy Corp., FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 8-K filed October 18, 2021, Exhibit 10.1, File No. 333-210111).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit101.htm) | | | [removed: | | |]

| [removed: 10-2] [added: 10.2] | | | | | | [added: | | | | | |] [Credit Agreement, dated as of October 18, 2021, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.2, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit102.htm) | | | [removed: | | |]

| [removed: 10-3] [added: 10.3] | | | | | | [added: | | | | | |] [Credit Agreement, dated as of October 18, 2021, by and among Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.3, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit103.htm) | | | [removed: | | |]

| [removed: 10-4] [added: 10.4] | | | | | | [added: | | | | | |] [Credit Agreement, dated as of October 18, 2021, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.4, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit104.htm) | | | [removed: | | |]

| [removed: 10-5] [added: 10.5] | | | | | | [added: | | | | | |] [Credit Agreement, dated as of October 18, 2021, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, and Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.5, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit105.htm) | | | [removed: | | |]

| [removed: 10-6] [added: 10.6] | | | | | | [added: | | | | | |] [Credit Agreement, dated as of October 18, 2021, by and among Monongahela Power Company, The Potomac Edison Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.6, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000078/exhibit106.htm) | | | [removed: | | |]

| [removed: 10-7] [added: 10.21] | | | | | | [added: | | | | | |] [Consent Decree dated March 18, 2005 (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No. 333-21011).](http://www.sec.gov/Archives/edgar/data/20947/000103129605000099/ex10-1.htm) | | | [removed: | | |]

| [removed: 10-8] [added: 10.22] | | | | | | [added: | | | | | |] [Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad Hoc](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm) [](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm)[Noteholders Group, the Bruce Mansfield Certificateholders Group and the Committee (in each case, as defined therein) (incorporated by reference to FE’s Form 8-K filed August 27, 2018, Exhibit 10.1, File No. 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm) | | | [removed: | | |]