FirstEnergy (FE) 10-K risk factor changes: FY2024 vs FY2023

*Damage to our reputation may arise from numerous sources making us vulnerable to negative customer perception, adverse regulatory outcomes, or other consequences, which could materially adversely affect our business, results of [removed: operations,] [added: operations] and financial condition.*

Any damage to our [removed: reputation] [added: reputation, either generally or as a result of the foregoing,] may lead to negative customer perception, which may make it difficult for us to compete successfully for new opportunities, or could adversely impact our ability to launch new sophisticated technology-driven solutions to meet our customer expectations.

A damaged reputation could further result in FERC, the [removed: PUCO,] [added: state public utility commissions,] and other regulatory and legislative authorities being less likely to view us in a favorable [removed: light,] [added: 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.

[removed: *The SEC investigation] [added: *HB 6-related investigations] and [removed: HB 6 related] litigation could have a material adverse effect on our reputation, business, financial condition, results of operations, [added: our ability to access capital,] liquidity or cash flows.*

The [removed: investigations and] litigation related to HB 6 could divert management’s focus and have resulted in, and could continue to result [removed: in] [added: in,] substantial [removed: investigation] expenses, and the commitment of substantial corporate resources.

[added: The] outcome, duration, scope, result or related costs of the [removed: investigations and related litigation of the government investigations, particularly the SEC investigation and the] [added: in] securities class action [removed: lawsuit] [added: litigation *In re: FirstEnergy Corp. Securities Litigation*] discussed [removed: below,] [added: above,] are inherently uncertain.

We believe that it is probable that FE will incur a loss in connection with the resolution of [removed: the SEC’s investigation.][added: *In re FirstEnergy Corp. Securities Litigation*.]

See Note [removed: 14,] [added: 15,] “Commitments, Guarantees and Contingencies,” of the Notes to Consolidated Financial Statements, for additional details on the government investigations and subsequent litigation surrounding HB 6.

[removed: - On] [added: There are several ongoing HB 6 related state regulatory matters including, but not limited to, the below HB 6-related matters, each of which was stayed for a third time by the PUCO on] August [removed: 10,] [added: 23,] 2023, [added: at] the [added: request of the] U.S. Attorney for the Southern District of [removed: Ohio requested for the third time that the PUCO stay the below pending HB 6-related matters] [added: Ohio,] for a period of [removed: six] [added: an] additional [removed: months, which was approved by the PUCO on August 23, 2023.][added: six months.]

[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] 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.

See ”Outlook [removed: –] [added: - State Regulation -] Ohio” below for additional information regarding the auditor’s findings.

While FirstEnergy is committed to pursuing an open dialogue with stakeholders in an appropriate manner with respect to the numerous regulatory proceedings currently underway, FirstEnergy shareholders in particular are at risk of being adversely impacted because the rates our [removed: Utilities] [added: Electric Companies] and Transmission Companies are allowed to charge may be decreased as a result of actions taken by a regulator to which our [removed: Utilities] [added: Electric Companies] 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.

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 [removed: Utilities operate and transmission rate filings at FERC,] [added: Electric Companies operate,] including maintaining the affordability of the rates charged to customers.

*Complex and changing [added: federal, state and local] government regulations and actions, including those associated with rates, could have a negative impact on our business, financial condition, results of operations and cash flows.*

Changes in, or reinterpretations of, existing laws or regulations, or the imposition of new laws or regulations, [added: by federal executive orders or otherwise,] have in the past and could in the future require us to incur additional 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: Each of the Utilities'] [added: The] retail rates [added: for each of the Electric Companies] are set by [added: each of] 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 – through traditional, cost-based regulated utility ratemaking.

As a result, any of the [removed: Utilities] [added: Electric Companies] may not be permitted to recover its costs and, even if it is able to do so, there may be a significant delay between the time it incurs such costs and the time it is allowed to recover them.

Factors that may affect outcomes in the distribution rate cases 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 [removed: Utilities;] [added: Electric Companies;] (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.

FirstEnergy can provide no assurance that any base rate request filed by any of the [removed: Utilities] [added: Electric Companies] will be granted in whole or in part.

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 such [removed: Utility’s] [added: Electric Company’s] results of operations, cash flows and financial condition.

In addition, to the extent that any of the [removed: Utilities seeks] [added: Electric Companies seek] an increase in rates, [added: third-party] 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 debate, including with respect to the HB 6 [removed: 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 [removed: Utility] [added: Electric Company] to recover costs.

As a member of PJM, which is an RTO, we are subject to certain additional risks, including those associated with the allocation among members of losses caused by unreimbursed defaults of other participants in PJM’s [removed: market and] [added: market, as well as] those associated with complaint cases filed against PJM that may seek refunds of revenues previously earned by its members.

In addition to [removed: natural] [added: naturally occurring] risks, such as earthquakes, floods, lightning, [added: wildfire,] hurricanes and wind, [added: other] hazards, such as fire, explosion, [added: electrocution,] 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 [added: of third parties or other external events.]

The [added: identification,] 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.

[removed: Heating] [added: For example, in 2024, heating] degree days in [removed: 2023] [added: 2024] were [removed: 14%] [added: 1%] below [removed: 2022] [added: 2023] and 15% below normal.

In the ordinary course of our business, we depend on information technology systems that utilize sophisticated operational systems and network infrastructure to run all facets of our [removed: regulated] generation, transmission and distribution services.

These and other unauthorized parties may attempt to gain access to our network systems or facilities, or those of third parties with whom we do [removed: business in many ways,] [added: business,] including directly through our network infrastructure or through fraud, trickery, or other forms of deception against our employees, contractors and temporary staff.

We cannot anticipate, detect, or implement fully preventive measures against all [removed: cyber security] [added: cybersecurity] threats because the techniques used are increasingly sophisticated and constantly [removed: evolving.][added: evolving and in some cases, assisted by artificial intelligence.]

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

[removed: Despite security measures] [added: Our generation, transmission] and [removed: safeguards we have employed, including certain measures implemented pursuant to mandatory NERC Critical Infrastructure Protection standards, our] [added: distribution] infrastructure, as well as the transmission facilities of third parties with whom we are interconnected, 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 our information technology systems may be made.

[removed: Because] [added: As] our transmission facilities are interconnected with those of third parties, the operation of our facilities could be [added: adversely affected by cyber-attacks or other unexpected or uncontrollable events occurring on the systems of such third parties.]

Any actual or perceived cyber-attack, data security breach, damage, interruption and/or defect could: (i) disable our generation, transmission [removed: (including our interconnected regional transmission grid)] and/or distribution services for a significant period of time; (ii) delay development and construction of new facilities or capital improvement projects; (iii) adversely affect our customer operations; (iv) expose us to increased risk of lawsuits; (v) expose us to increased risk of regulatory penalties; (vi) expose us to increased risk of loss of potential or existing customers; (vii) expose us to increased risk of damage relating to loss of proprietary information; (viii) corrupt data; and/or (ix) result in unauthorized access to the information stored in our data centers and on our networks and those of our vendors and service providers, [removed: including,] [added: including] company proprietary information, supplier information, employee [removed: data,] [added: data] and personal customer data, causing the information to be publicly disclosed, lost or stolen or result in incidents that could result in economic loss and liability and harmful effects on the environment and human health, including loss of life.

[removed: Further, as] [added: As] cyber threats continually evolve and become more difficult to detect and successfully defend against, there can be no assurance that we can implement or maintain adequate preventive measures, accurately assess the likelihood of a cyber-incident or quantify potential liabilities or losses.

Also, we may not discover any data security breach and loss of information for a significant period of time after the data security breach [removed: occurs] [added: occurs,] particularly [removed: those] [added: when the breach has occurred on the systems] of our vendors and service providers.

For all of these reasons, 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 loss of confidential, [removed: sensitive,] [added: sensitive] and proprietary information, including but not limited to personal information of our customers, employees, suppliers, vendors and other third parties, the use of significant management resources, legal claims or proceedings, regulatory penalties, significant remediation costs, increased regulation, increased capital costs, increased insurance costs, increased protection costs for enhanced cyber security systems or personnel, [added: and/or] damage to our [removed: reputation and/or the rendering of our internal controls ineffective,] [added: reputation,] all of which could materially adversely affect our business, results of operations, financial condition and reputation.

FirstEnergy leverages opportunities to reduce costs – such as filling only critical positions, implementing our facility optimization plans, [removed: as well as] [added: and] exploring other additional, sustainable opportunities, such as reducing contractor spend.

Our ability to achieve the continued benefits from our cost saving initiatives is subject to many estimates and assumptions as well as our ability to [removed: hire] [added: hire,] recruit and retain an appropriately qualified workforce and implement a culture of continuous improvement.

[removed: *Inflation] [added: *Macroeconomic conditions that are beyond our control, such as government fiscal policy, tariffs, recessions, inflation] and interest rate [removed: pressures] [added: pressures,] may negatively impact our financial condition, results of operations, liquidity, and cash flows.*

Under the DPA, we paid a $230 million monetary penalty in 2021 and agreed to the filing of a criminal information charging FirstEnergy with one count of conspiracy to commit honest services wire fraud.

As of July 22, 2024, we successfully completed the obligations required within the three-year term of the DPA.

Under the DPA, and until the conclusion of any related investigation, criminal prosecution and civil proceeding brought by the U.S. Attorney’s Office, we have an obligation to continue (i) publishing quarterly a list of all payments to 501(c)(4) entities and all payments to entities known by us to be operating for the benefit of a public official, either directly or indirectly; (ii) not making any statements that contradict the DPA; (iii) notifying the U.S. Attorney’s Office for the S.D. Ohio of any changes in FirstEnergy’s corporate form; and (iv) cooperating with the U.S. Attorney’s Office for the S.D. Ohio.

In accordance with the DPA, these obligations will continue until the completion of any related investigation, criminal prosecution, and civil proceeding brought by the U.S. Attorney’s Office related to the conduct set forth in the DPA’s statement of facts, including the January 17, 2025 indictment against two former FirstEnergy senior officers, described below in “Outlook—Other Legal Proceeding – *United States v.

Larry Householder, et al.*” Within 30 days of those matters concluding, and FirstEnergy’s successful completion of its remaining obligations, the U. S. Attorney’s Office will dismiss the criminal information.

See Note 15, "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.”

The stay on the following matters was lifted on February 26, 2024:

- On September 8, 2020, the OCC filed motions in the Ohio Companies’ corporate separation audit and DMR audit dockets, requesting the PUCO to open an investigation and management audit, hire an independent auditor, and require FirstEnergy to show it did not improperly use money collected from consumers or violate any utility regulatory laws, rules or orders in its activities regarding HB 6.

On February 26, 2024, this proceeding was consolidated with the expanded DCR rider audit proceeding described below and on November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit, discussed further below, be consolidated with the already-consolidated DMR audit and expanded DCR rider audit proceeding.

Evidentiary hearings are scheduled to begin May 13, 2025;

On September 30, 2024, the third-party auditor’s report was filed.

Comments have been filed on the audit report and remain pending with the PUCO;

See ”Outlook - State Regulation - Ohio” below for additional information regarding the auditor’s findings.

On February 26, 2024, this proceeding was consolidated with the expanded DCR rider audit proceeding described below and on November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit, discussed further below, be consolidated with the already-consolidated DMR audit and expanded DCR rider audit proceeding.

Evidentiary hearings are scheduled to begin May 13, 2025; and

On February 26, 2024, this proceeding was consolidated with the Rider DMR audit proceeding described above, and further lifted the stay of the portion of the investigation relating to an apparent nondisclosure of a side agreement.

On November 22, 2024, the administrative law judge ordered that the bifurcated portion of the corporate separation audit be consolidated with the already-consolidated DMR audit and the expanded DCR rider audit proceeding.

Evidentiary hearings are scheduled to begin May 13, 2025.

See Note 14, "Regulatory Matters" 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” for additional details on the state regulatory investigations surrounding HB 6.

Damage to our reputation could materially adversely affect our business, results of operations and financial condition.

Such damage may arise from numerous sources further discussed generally within these risk factors.

*Demand for electricity within our service territory could exceed supply capacity, resulting in negative impacts to FirstEnergy’s reputation, results and financial condition, particularly if our systems are not performing as anticipated.*

Recent industry projections reflect the potential for significant growth in energy demand over the next decade.

This could be exacerbated if additional generation resources are not available to meet increased demand in the future.

For example, data centers have substantially larger load requirements than typical residential or commercial users.

New data centers or increase in demand for existing data centers located in our service territories could increase load requirements substantially over the next several years, thereby increasing the aggregate load obligations of the Electric Companies.

A need to serve the load obligations of these data centers, which could be up to 5,575 MWs through 2029, has the potential to adversely impact our business, results of operations, financial condition, or cash flows.

We continue to evaluate the potential impacts of the development, construction, and operation of new data centers in our service territories and will continue to evaluate potential mitigants to these risks.

FirstEnergy cannot predict whether the data centers under consideration will ever commence operations or the size of the load obligations of those that do become operational.

Competitive market forces or adverse regulatory actions may require FirstEnergy to purchase capacity and energy from the market or build additional resources to meet customers’ energy needs in an expedited manner.

If that occurs, we may see opposition to recovery of these additional costs and could experience a lag between when costs are incurred and when regulators permit recovery in rates.

These situations could have negative impacts on results of operations and cash flows.

Furthermore, in the event of electricity shortages, our ability to maintain service reliability may be compromised, which could adversely affect our financial performance, customer satisfaction, and compliance with regulatory requirements.

*Our insurance coverage may not provide protection against all significant losses and our ability to obtain insurance coverage, as well as the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers.*

If we cannot or do not obtain adequate insurance coverage, we may be required to pay costs associated with adverse future events.

Through a combination of third-party and self-insurance, we have a comprehensive insurance program in place to provide coverage for various types of risks, including severe weather or other natural disasters, war, terrorism, cyber incidents, liability claims against us, or a combination of other significant unforeseen events that could impact our operations.

However, insurance coverage may not continue to be available or may not be available at rates or on terms similar to those presently available to us.

Our ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by the financial condition of insurers, the impacts of actual or perceived climate-related events, as well as international, national, state, local or company-specific events.

There may be some instances in which we are not fully insured against all significant losses.

A loss for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations and prospects.

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 cyber-attack, data security or physical security breach, failure to provide safe and reliable service, and negative perceptions regarding the operation of coal-fired generation, particularly GHG emissions.

See "Risks Associated with Climate Change, GHG Emission and Other Environmental Matters" below.

*If we violate our DPA that we entered into on July 20, 2021, it could have a material adverse effect on our reputation, consolidated financial statements, and our ability to access capital and our liquidity.*

Under the DPA, the U.S. Attorney’s Office filed a single charge alleging that we conspired to commit honest services wire fraud.

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 million; (iii) 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 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

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.

On August 10, 2020, the SEC, through its Division of Enforcement, issued an order directing an investigation of possible securities laws violations by FirstEnergy, and on September 1, 2020, issued subpoenas to FirstEnergy and certain of its officers.

We continue to cooperate with the SEC in their ongoing investigation.

Given the ongoing nature and complexity of such investigation, we cannot yet reasonably estimate a loss or range of loss that may arise from the resolution of the SEC investigation, but such resolution could have a material adverse effect on our reputation, business, financial condition, results of operations, liquidity or cash flows.

We also believe that it is probable that FE will incur a loss in connection with the resolution of *In re FirstEnergy Corp. Securities Litigation*.

There are several state regulatory matters associated with the ongoing governmental investigations including, but not limited to, the following:

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:

▪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, 2020.

*The inability to close the FET minority equity interest sale to Brookfield announced in February 2023 may have material adverse effects on our cash flows, liquidity and financial condition.*

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 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.

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.

The transaction is subject to customary closing conditions, including approval from the PPUC The FET Minority Equity Interest Sale 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.

This transaction involves various inherent risks, such as our ability to obtain the necessary regulatory and 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.

In addition, various factors, including prevailing market conditions, could negatively impact the benefits we receive from this transaction.

Our failure to consummate this transaction in a timely manner, including satisfying all closing conditions, could have material adverse effects on our cash flows, liquidity and financial condition.

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

There can be no assurance that our investment strategy in our distribution and transmission businesses will deliver the desired result, which could adversely affect our results of operations and financial condition.

Particularly, our Utilities and Transmission Companies provide service at rates approved by one or more regulatory commissions.

Thus, the rates the Utilities and Transmission Companies are allowed to charge may be decreased as a result of actions taken by FERC or by a state regulatory commission in the states in which our Utilities operate.

Also, these rates may not be set to recover such applicable utility's expenses at any given time.

Additionally, there may also be a delay between the timing of when costs are incurred and when costs are recovered, if at all.

While rate regulation is premised on providing an opportunity to earn a reasonable return on investments and recovery of operating expenses, there can be no assurance that the applicable regulatory commission will determine that all of our costs have been prudently incurred or that the regulatory process in which rates are determined will always result in rates that will produce full recovery of our costs in a timely manner.

of third parties or other external events.

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

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

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.

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.

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.

Additionally, because our regulated generation, transmission and distribution services are part of an interconnected system, disruption caused by a cyber security incident at another utility, electric generator, RTO, or commodity supplier could also adversely affect our operations.

Although we maintain cyber insurance and property and casualty insurance, there can be no assurance that liabilities or losses we may incur, including as a result of cyber security-related litigation, will be covered under such policies or that the amount of insurance will be adequate.

Forward-Looking Statements: This Form 10-K includes forward-looking statements [removed: within the meaning of the Private Securities Litigation Reform Act of 1995] based on information currently available to management.

- The potential liabilities, increased costs and unanticipated developments resulting from government investigations and agreements, including those associated with compliance with or failure to comply with the [removed: DPA.][added: DPA, and settlements with the OAG's office and SEC.]

- The risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings, particularly regarding HB 6 related [removed: matters, including risks associated with obtaining dismissal of the derivative shareholder lawsuits.][added: matters.]

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

- Legislative and regulatory developments, [added: and executive orders,] including, but not limited to, matters related to rates, [added: energy regulatory policies,] compliance and enforcement activity, cyber security, [removed: and] climate [removed: change.][added: change, and diversity, equity and inclusion.]

- The ability to meet our goals relating to [removed: EESG] [added: climate-related and environmental, social and governance matters,] opportunities, improvements, and efficiencies, including our GHG reduction goals.

- The ability to accomplish or realize anticipated benefits through establishing a culture of continuous improvement and our other strategic and financial goals, including, but not limited to, [removed: overcoming current uncertainties and challenges associated with the ongoing government investigations,] executing Energize365*,* our transmission and distribution investment plan, executing on our rate filing strategy, controlling costs, improving [removed: our] credit metrics, [removed: growing earnings,] [added: maintaining investment grade ratings,] strengthening our balance [removed: sheet,] [added: sheet] and [removed: satisfying the conditions necessary to close the FET Minority Equity Interest Sale.][added: growing earnings.]

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

- Mitigating exposure for remedial activities associated with retired and formerly owned electric generation [removed: assets.][added: assets, including those sites impacted by the legacy CCR rules that were finalized during 2024.]

- Changes to environmental laws and regulations, including, but not limited to, [added: rules finalized by the EPA and SEC, including] those [added: currently stayed,] related to climate [removed: change.][added: change, and potential changes to such laws and regulations as a result of the new U.S. presidential administration.]

- The ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment [removed: decisions.][added: decisions, and the loss of our status as a well-known seasoned issuer.]

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

- Any changes in tax laws or regulations, including, but not limited to, the IRA of 2022, or adverse tax audit results or [removed: rulings.][added: rulings and potential changes to such laws and regulations as a result of the new U.S. presidential administration.]

[added: 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.

[removed: FE] [added: FirstEnergy is dedicated to integrity, safety, reliability] and [removed: its subsidiaries are] [added: operational excellence and is] principally involved in the transmission, distribution and generation of electricity through its reportable [removed: segments Regulated Distribution] [added: segments: Distribution, Integrated] and [removed: Regulated] [added: Stand-Alone] Transmission.

On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, [removed: including OE subsidiary, Penn, making] [added: rendering] FE PA a new, single operating [removed: entity.][added: entity and the successor-in-interest to all assets and liabilities of the Pennsylvania Companies.]

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

FirstEnergy [removed: is also evaluating] [added: continues to evaluate] the legal, financial, operational and branding benefits of consolidating the Ohio Companies into a single Ohio [removed: utility] [added: power] company.

The [removed: segment's] [added: segment’s] results reflect the costs of securing and delivering electric generation [removed: from transmission facilities] to customers, including the deferral and amortization of certain [removed: related] costs.

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

Corporate/Other reflects corporate support and other costs not charged or attributable to the [removed: Utilities] [added: Electric Companies] or Transmission Companies, including [removed: FE's] [added: FE’s] retained [removed: Pension] [added: 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 [removed: FEV's] [added: FEV’s] investment of 33-1/3% equity ownership in Global Holding.

[removed: representing AE Supply's OVEC capacity entitlement, was also] [added: Also] included in Corporate/Other for segment [removed: reporting.][added: reporting is 67 MWs of net maximum generation capacity, representing AE Supply’s OVEC capacity entitlement.]

As of December 31, [removed: 2023,] [added: 2024,] Corporate/Other had approximately [removed: $7.1] [added: $6.1] billion of external FE holding company debt.

[added: (2)] On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to [removed: KATCo.][added: KATCo]

EXECUTIVE [removed: SUMMARY][added: SUMMARY AND RECENT DEVELOPMENTS]

[added: |] Corporate/Other [removed: will continue to reflect][added: | | | | | | | | | | | | | | | | | | 85 | | | | | | 70 | | | | | | 75 | | | | | | 65 | | | | | | 70 | | |]

- Alignment with our cash flow, credit metrics, balance sheet and [removed: earnings;][added: earnings to the companies comprising each segment;]

- Simplification of our segment reporting so [added: that each] entire entity resides within a segment; and

- [removed: Energy Transition:] Distribution and Transmission investments [removed: made] to support improvements in grid reliability and resiliency and support [removed: interconnection of renewable sources.][added: the energy transition, including through:]

[removed: ◦Clean Energy: Including] [added: -] West Virginia solar [removed: generation,] [added: generation projects,] energy [removed: efficiency,] [added: efficiency initiatives,] electric vehicle infrastructure and energy storage [added: projects.]

[removed: ◦Grid Modernization: Programs] [added: ◦Programs] to drive system resiliency through automation technology and communication, including [removed: Ohio's Grid Mod I] [added: phases one] and [removed: II,] [added: two of the Ohio Companies’ distribution grid modernization plans,] Pennsylvania's LTIIP, New Jersey's EnergizeNJ, and implementing advanced metering [removed: infrastructure][added: infrastructure;]

[removed: ◦Transmission:][added: | Transmission revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: ▪Operational Flexibility Projects] [added: ◦Operational flexibility projects] that [added: are expected to] build capacity and support [added: the] evolving grid such as interconnection of New Jersey offshore wind and data center [removed: load][added: load;]

[removed: ▪Enhance] [added: ◦Enhancing] system performance by implementing new designs and technologies to reduce load at [removed: risk][added: risk; and]

[removed: ▪Upgrade] [added: ◦Upgrading] system conditions that enhance [removed: reliability][added: reliability.]

- [removed: Infrastructure Renewal:] Base distribution projects to address aging [removed: infrastructure][added: infrastructure.]

- [removed: Fossil Generation: Projects to] [added: Generation maintenance projects that] maintain operations of fossil [added: fuel] plants and remain compliant with environmental regulations through the end of their useful [removed: life][added: life.]

[added: -] FirstEnergy believes there is a continued long-term pipeline of investment opportunities for its existing distribution and transmission infrastructure beyond those [added: opportunities] identified through [removed: 2028,] [added: 2029,] which are expected to strengthen grid [removed: and cyber security and make the transmission system more reliable, robust, secure and resistant to extreme weather events, with improved operational flexibility.]

[added: In order to achieve important regulatory milestones,] FirstEnergy has an active regulatory calendar to support its regulated growth strategy and address the critical investments that support reliability and a smarter [removed: and cleaner] electric [removed: grid, including:][added: grid.]

On August 22, 2023, the parties filed a unanimous settlement of the case recommending a $33 million annual increase in depreciation expense, effective April 1, [removed: 2024.][added: 2024, but deferred issues related to a change in the net energy metering credit.]

- Variations in weather, such as mild seasonal weather variations and severe weather conditions (including events caused, or exacerbated, by climate change, such as wildfires, hurricanes, flooding, droughts, high wind events and extreme heat events) and other natural disasters, which may result in increased storm restoration expenses and negatively affect future operating results.

- The potential liabilities and increased costs arising from regulatory actions or outcomes in response to severe weather conditions and other natural disasters.

Company Overview

Its electric distribution companies form one of the nation's largest investor-owned electric systems, serving over six million customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York.

FirstEnergy’s transmission subsidiaries operate more than 24,000 miles of transmission lines that connect the Midwest and Mid-Atlantic regions and two regional transmission operation centers.

As of December 31, 2024, AGC and MP control 3,604 MWs of net maximum generation capacity.

Segment Overview

During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level.

FirstEnergy’s reportable segments are as follows:

The Distribution segment, which consists of the Ohio Companies and FE PA, representing $11 billion in rate base as of December 31, 2024, distributes electricity through FirstEnergy’s electric operating companies in Ohio and Pennsylvania.

The Distribution segment serves approximately 4.3 million customers in Ohio and Pennsylvania across its distribution footprint and purchases power for its provider of last resort, SOS, standard service offer and default service requirements.

The Integrated segment includes the distribution and transmission operations under JCP&L, MP and PE, as well as MP’s regulated generation operations, representing $9.6 billion in rate base as of December 31, 2024.

The Integrated segment distributes electricity to approximately 2 million customers in New Jersey, West Virginia and Maryland across its distribution footprint; provides transmission infrastructure in New Jersey, West Virginia, Maryland and Virginia to transmit electricity and operates 3,604 MWs of regulated net maximum generation capacity located primarily in West Virginia and Virginia.

The segment will also include MP and PE’s 50 MWs of solar generation at five sites in West Virginia once complete.

The first two solar generation sites were completed and placed in service in January and September 2024, representing 24 MWs of net maximum generating capacity.

The remaining three sites, once completed, are expected to provide 26 MWs of additional net maximum generation capacity.

The Stand-Alone Transmission segment, which consists of FE's ownership in FET and KATCo, representing $5.3 billion in rate base as of December 31, 2024, includes transmission infrastructure owned and operated by the Transmission Companies and used to transmit electricity.

KATCo, which was a subsidiary of FET, became a wholly owned subsidiary of FE prior to the closing of the FET P&SA I and remains in the Stand-Alone Transmission segment.

FirstEnergy believes that this segment reporting serves to provide:

PA Consolidation

Also on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET.

So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.

FET Equity Interest Sale

The FET Equity Interest Sale closed on March 25, 2024 and FET continues to be consolidated in FirstEnergy’s financial statements.

The purchase price was paid in part by the issuance of two promissory notes at closing having an aggregate principal amount of $1.2 billion with: (i) one promissory note having an aggregate principal amount of $750 million, at an interest rate of 5.75% per annum, with a maturity date of September 25, 2025 and (ii) one promissory note having an aggregate principal amount of $450 million, at an interest rate of 7.75% per annum, with a maturity date of December 31, 2024.

The remaining $2.3 billion of the purchase price was paid in cash at closing.

On July 17, 2024, Brookfield paid FE approximately $1.2 billion in full satisfaction of the promissory notes.

Interest income associated with the promissory notes was $24 million for the year ended December 31, 2024 and is reported within “Miscellaneous income, net” on FirstEnergy’s Consolidated Statements of Income.

Asset Retirement Obligations

On May 8, 2024, the EPA finalized changes to the CCR regulations addressing inactive surface impoundments at inactive electric utilities, known as legacy CCR surface impoundments, and in November 2024 and January 2025, the EPA made several technical corrections to the rule.

The rule extends 2015 CCR rule requirements for groundwater monitoring and protection procedures, operational and reporting procedures, as well as closure requirements for impoundments and landfills that were not originally included for coverage by the 2015 CCR rule.

In anticipation of such expenditures, FirstEnergy performed a preliminary assessment of former CCR disposal sites and calculated an initial estimate applying historical experience in remediating comparable sites.

As a result, FirstEnergy recorded a $139 million increase to its ARO during 2024, of which $113 million is included in “Other operating expenses” on the Consolidated Statements of Income and was not capitalized as an asset retirement cost since the associated plants do not have future cash flows.

As of May 31, 2024, AE Supply ceased accepting waste at the McElroy’s Run CCR impoundment facility from Pleasants Power Station.

During the second quarter of 2024, as a result of the evaluation of closure options for McElroy’s Run and the adjacent landfill, AE Supply reviewed its ARO and future expected costs to remediate, resulting in an increase to the ARO liability and corresponding increase to “Other operating expense” of $87 million at Corporate/Other for segment reporting.

On February 3, 2025, AE Supply executed an environmental liability transfer agreement with a subsidiary of IDA Power, LLC, whereby AE Supply will transfer the McElroy’s Run CCR impoundment facility and adjacent dry landfill and related remediation obligations.

The agreement requires AE Supply to establish a $160 million escrow account that AE Supply will fund over five years.

The escrow funding obligation will be secured by a surety bond, which will be guaranteed by FE.

The transaction is expected to close before the end of the first quarter of 2025 and the derecognition of the ARO is not expected to have a material impact to FirstEnergy’s financial statements, however, no assurances of the closing of the transfer will be satisfied, including transfer of all required environmental permits.

See Note 10, “Asset Retirement Obligations,” of the Notes to Consolidated Financial Statements.

- Weather conditions, such as temperature variations and severe weather conditions, or other natural disasters affecting future operating results and associated regulatory actions or outcomes in response to such conditions.

A security rating is not a recommendation to

FIRSTENERGY’S BUSINESS

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 operates under the rate districts of the former Pennsylvania Companies.

The Regulated Distribution segment distributes electricity through FirstEnergy’s 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.

This segment also controls 3,580 MWs of regulated electric generation capacity located primarily in West Virginia and Virginia.

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

| Company | | | | | | Area Served | | | | | | Customers Served | | |

| | | | | | | | | | | | | (In thousands) | | |

| JCP&L | | | | | | Northern, Western and East Central New Jersey | | | | | | 1,167 | | |

| OE | | | | | | Central and Northeastern Ohio | | | | | | 1,072 | | |

| CEI | | | | | | Northeastern Ohio | | | | | | 758 | | |

| WP | | | | | | Southwest, South Central and Northern Pennsylvania | | | | | | 739 | | |

| PN | | | | | | Western, Northern, and South Central Pennsylvania, and Western New York | | | | | | 589 | | |

| ME | | | | | | Eastern Pennsylvania | | | | | | 590 | | |

| PE | | | | | | Western Maryland and Eastern West Virginia | | | | | | 445 | | |

| MP | | | | | | Northern, Central and Southeastern West Virginia | | | | | | 397 | | |

| TE | | | | | | Northwestern Ohio | | | | | | 316 | | |

| Penn | | | | | | Western Pennsylvania | | | | | | 171 | | |

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

The Regulated Transmission segment provides transmission infrastructure owned and operated by the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP) to transmit electricity from generation sources to distribution facilities.

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.

Additionally, reconciling adjustments for the elimination of inter-segment transactions are included in Corporate/Other.

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.

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.

FirstEnergy is a 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.

FirstEnergy's core values encompass what matters most to the company.

They guide the decisions we make and the actions we take.

FirstEnergy's core values should inspire our actions today and shine a light on who we aspire to be in the future.

FirstEnergy Core Values:

- Integrity: We always act ethically with honesty, humility and accountability.

- Safety: We keep ourselves and others safe.

- Diversity, Equity and Inclusion: We embrace differences, ensure every employee is treated fairly and create a culture where everyone feels they belong.

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

[removed: AGC and] [added: As of December 31, 2024,] MP [added: and AGC] control [removed: 3,580] [added: 3,604] MWs of total capacity.

Regulated [removed: Utility] [added: Electric Company] Operating Subsidiaries

The [removed: Utilities’] [added: Electric Companies’] combined service areas encompass approximately 65,000 square miles in Ohio, Pennsylvania, West Virginia, Maryland, New Jersey, and New [removed: York.][added: York, providing distribution services for over six million customers in an area with a population of approximately 14 million and include more than 9,900 miles of transmission lines.]

[added: (1)] On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, [removed: including OE subsidiary, Penn,] making [removed: FE PA] [added: it] a new, single operating entity.

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

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 [removed: billion.][added: billion as of December 31, 2024.]

OE has [removed: 1,056] [added: 1,061] employees and serves an area that has a population of approximately [removed: 2.3] [added: 2.4] million.

[removed: Penn, a former subsidiary of OE, owned] [added: TE owns] property and [removed: conducted] [added: does] business as an electric public utility in [removed: Pennsylvania,] [added: Ohio,] providing distribution services to approximately [removed: 0.2] [added: 0.3] million customers in [removed: western Pennsylvania,] [added: northwestern Ohio,] with a rate base of $0.6 [removed: billion.][added: billion as of December 31, 2024.]

[removed: Penn had 179] [added: TE has 324] employees and [removed: served] [added: serves] an area that [removed: had] [added: has] a population of approximately [removed: 0.4] [added: 0.7] million.

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 [removed: billion.][added: billion as of December 31, 2024.]

CEI has [removed: 829] [added: 819] employees and serves an area that has a population of approximately [removed: 1.6] [added: 1.7] million.

[removed: TE] [added: FE PA] owns property and does business as an electric public utility in [removed: Ohio,] [added: Pennsylvania and New York,] providing distribution services to approximately [removed: 0.3] [added: 2.1] million customers in [removed: northwestern Ohio,] [added: Pennsylvania and four thousand customers in Waverly, New York,] with a rate base of [removed: $0.5 billion.][added: $6.6 billion as of December 31, 2024.]

[removed: TE] [added: FE PA] has [removed: 328] [added: 2,083] employees and serves an area that has a population of approximately [removed: 0.7] [added: 4.5] million.

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 [removed: $4.2 billion.][added: $4.7 billion as of December 31, 2024.]

JCP&L has [removed: 1,328] [added: 1,296] employees and serves an area that has a population of approximately 2.8 million.

[removed: ME had 591] [added: PE has 505] employees and [removed: served] [added: serves] an area that [removed: had] [added: has] a population of approximately [removed: 1.3] [added: 1.0] million.

[removed: PN owned] [added: MP owns] property and [removed: conducted] [added: does] business as an electric public utility in [removed: Pennsylvania,] [added: West Virginia,] providing distribution services to approximately [removed: 0.6] [added: 0.4] million [removed: customers in western, northern, and south-central Pennsylvania,] [added: customers, as well as generation] and [removed: western New York,] [added: transmission services in northern West Virginia,] with a [added: combined] rate base of [removed: $2.1 billion.][added: $3.3 billion as of December 31, 2024.]

PE owns property and does business as an electric public utility in Maryland, Virginia, and West Virginia, providing distribution services to approximately [removed: 0.4] [added: 0.5] million customers in Maryland and West Virginia and provides transmission services in Maryland, West Virginia and [removed: Virginia, with a combined rate base of approximately $1.4 billion.][added: Virginia.]

[removed: PE] [added: MP] has [removed: 512] [added: 1,040] employees and serves an area [removed: that has] [added: with] a population of approximately [removed: 1.0] [added: 0.8] million.

MP owns or contractually controls [removed: 3,580] [added: 3,604] MWs of [added: net maximum] generation capacity that is supplied to its electric utility business, including [removed: a] [added: 24 MWs of Solar generation and 487 MWs of pumped-storage hydroelectric generation from its] 16.25% undivided interest in the Bath County [removed: pumped-storage hydroelectric generation] facility in Virginia [removed: (487 MWs)] through its [removed: wholly owned] [added: wholly-owned] subsidiary AGC.

On January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo [removed: before merging with] and [removed: into FE PA.][added: prior year results in the Stand-Alone Transmission segment reflect the earnings and results of those WP transmission assets.]

Regulated Transmission [added: Company] Operating Subsidiaries

FET, [removed: the] [added: a holding company and] parent of ATSI, MAIT, [removed: PATH, and] TrAIL, [added: and PATH,] is a [removed: subsidiary] [added: VIE] of [removed: FE] [added: FE,] which holds [removed: 80.1%] [added: 50.1%] of its issued and outstanding membership interests.

Brookfield owns the remaining [removed: 19.9%] [added: 49.9%] of the issued and outstanding membership interests of FET.

Through its subsidiaries, FET owns and operates high-voltage transmission facilities in the PJM [removed: Region.][added: Region and has a rate base of $8.5 billion.]

ATSI owns high-voltage transmission facilities in PJM, which consist of [removed: approximately 7,900] [added: 7,964] circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV in Ohio and Pennsylvania and has a rate base of [removed: $3.8 billion.][added: $4.3 billion as of December 31, 2024.]

TrAIL owns high-voltage transmission facilities in PJM, which consists of [removed: approximately 260] [added: 269] circuit miles of transmission [removed: lines,] [added: lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV,] 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 Virginia, and has a rate base of $1.4 [removed: billion.][added: billion as of December 31, 2024.]

MAIT owns high-voltage transmission facilities in PJM, which consist of [removed: approximately 4,300] [added: 4,287] 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 Pennsylvania, and has a rate base of [removed: $2.1 billion.][added: $2.8 billion as of December 31, 2024.]

FESC [added: has 5,166 employees and] provides corporate support and other services, including executive administration, accounting and finance, risk management, human resources, corporate affairs, communications, information technology, legal services and other similar services at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy companies under FESC agreements.

[removed: This segment also controls 3,580] [added: operates 3,604] MWs of regulated [removed: electric] [added: net maximum] generation capacity located primarily in West Virginia and Virginia.

The [removed: segment's] [added: segment’s] results reflect the costs of securing and delivering electric generation [removed: from transmission facilities] to customers, including the deferral and amortization of certain [removed: related] costs.

The [removed: segment's] [added: segment’s] revenues are [added: primarily] derived from [removed: primarily] forward-looking formula rates, pursuant to which the [added: 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 [removed: Utilities] [added: Electric Companies] or Transmission Companies, including [removed: FE's] [added: FE’s] retained [removed: Pension] [added: 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 [removed: FEV's] [added: FEV’s] investment of 33-1/3% equity ownership in Global Holding.

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

As of December 31, [removed: 2023,] [added: 2024,] Corporate/Other had approximately [removed: $7.1] [added: $6.1] billion of external FE holding company debt.

- Distribution Segment, which [removed: will consist] [added: consists] of the Ohio Companies and FE PA;

- Integrated Segment, which [removed: will consist] [added: consists] of MP, PE and JCP&L; and

- Stand-Alone Transmission Segment, which [removed: will consist] [added: consists] of FE's ownership in FET and KATCo.

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

Total rate base was approximately $20.6 billion as of December 31, 2024.

On January 1, 2024, FirstEnergy consolidated the Pennsylvania Companies into FE PA, rendering FE PA a new, single operating entity and the successor-in-interest to all assets and liabilities of the Pennsylvania Companies.

PE had a combined rate base of approximately $1.6 billion as of December 31, 2024.

FET and its subsidiaries have no direct employees.

Each of these companies, however, relies on employees of their affiliates, including FESC, for the performance of necessary services.

On January 1, 2024, PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET.

So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.

On July 26, 2024, FE, VEPCO and Transource Energy, LLC, a subsidiary of AEP, entered into a joint proposal agreement in connection with PJM’s 2024 Regional Transmission Expansion Plan Open Window 1 process.

Pursuant to such joint proposal agreement, FET, VEPCO and Transource Energy, LLC jointly proposed certain regional electric transmission projects for PJM's consideration during the Open Window process.

On November 25, 2024, FET, Dominion High Voltage MidAtlantic, Inc., as affiliate of VEPCO, and Transource Energy, LLC, formed Valley Link, which is the holding company responsible for managing and executing any projects awarded by PJM, and entered into a limited liability agreement.

On February 26, 2025, PJM selected certain of the joint proposed projects, which included approximately $3 billion in investments for Valley Link to both build new and upgrade existing transmission infrastructure.

PATH was a proposed transmission line from West Virginia through Virginia into Maryland which PJM cancelled in 2012.

In March 2024, PATH completed the process of terminating all of its FERC-jurisdictional rates and facilities, with the result that PATH no longer is a “public utility” and no longer is subject to FERC jurisdiction.

FET and its non-affiliated joint venture partner are completing the process of terminating the PATH corporate entities.

KATCo owns high-voltage transmission facilities formerly owned by WP in PJM, which consist of 1,696 circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, and 115 kV in Pennsylvania, and has a rate base of $0.5 billion as of December 31, 2024.

See Note 1, "Organization and Basis of Presentation," for more information.

Segments Overview

During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level.

FirstEnergy’s reportable segments are as follows, and FirstEnergy continues to evaluate segment performance based on earnings attributable to FE from continuing operations:

FE and its subsidiaries are principally involved in the transmission, distribution and generation of electricity through its reportable segments: Distribution, Integrated and Stand-Alone Transmission.

The Distribution segment, which consists of the Ohio Companies and FE PA, representing $11 billion in rate base as of December 31, 2024, distributes electricity through FirstEnergy’s electric operating companies in Ohio and Pennsylvania.

The Distribution segment serves approximately 4.3 million customers in Ohio and Pennsylvania across its distribution footprint and purchases power for its provider of last resort, SOS, standard service offer and default service requirements.

The Integrated segment includes the distribution and transmission operations under JCP&L, MP and PE, as well as MP’s regulated generation operations, representing $9.6 billion in rate base as of December 31, 2024.

The Integrated segment distributes electricity to approximately 2 million customers in New Jersey, West Virginia and Maryland across its distribution footprint; provides transmission infrastructure in New Jersey, West Virginia, Maryland and Virginia to transmit electricity and

The segment will also include MP and PE’s 50 MWs of solar generation at five sites in West Virginia once complete.

The first two solar generation sites were completed and placed in service in January and September 2024, representing 24 MWs of net maximum generating capacity.

The remaining three sites, once completed, are expected to provide 26 MWs of additional net maximum generation capacity.

The Stand-Alone Transmission segment, which consists of FE's ownership in FET and KATCo, representing $5.3 billion in rate base as of December 31, 2024, includes transmission infrastructure owned and operated by the Transmission Companies and used to transmit electricity.

KATCo, which was a subsidiary of FET, became a wholly owned subsidiary of FE prior to the closing of the FET P&SA I and remains in the Stand-Alone Transmission segment.

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

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

| Stand-Alone Transmission | | | FET | | | | | | 9.88%(1) - 12.7% | | | | | | 10.4%(2) | | |

| KATCo | | | | | | 9.6% | | | | | | 10.45% | | | | | |

| Integrated | | | Maryland | | | | | | 9.5% - Distribution 10.45% - Transmission | | | | | | 8.3% | | |

| New Jersey | | | | | | 9.6% - Distribution 10.2% - Transmission | | | | | | 9.3% | | | | | |

| West Virginia | | | | | | 9.8% | | | | | | 8.4% | | | | | |

| Distribution | | | Ohio | | | | | | 10.8%(3) | | | | | | 4.7%(3) | | |

(1) Reflects a 0.5% reduction to ATSI's 10.38% approved ROE due to the January 2025 Sixth Circuit ruling eliminating the 50 basis point adder associated with RTO membership (see Transmission ROE Incentive: OCC v.

ATSI, et al.

below)

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

The areas they serve have a combined population of approximately 14 million.

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

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 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.

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

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.

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

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.

MP has 1,004 employees and serves an area with a population of approximately 0.8 million.

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 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 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.

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.

The transaction is subject to customary closing conditions, including approval from the PPUC.

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

The FET Minority Equity Interest Sale 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.

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

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

Operating Segments

FirstEnergy's reportable operating segments are comprised of the Regulated Distribution and Regulated Transmission segments.

The Regulated Distribution segment distributes electricity through FirstEnergy’s 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 Regulated Transmission segment provides transmission infrastructure owned and operated by the Transmission Companies and certain of FirstEnergy's utilities (JCP&L, MP, PE and WP) to transmit electricity from generation sources to distribution facilities.

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.

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.

Additionally, reconciling adjustments for the elimination of inter-segment transactions are included in Corporate/Other.

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

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% | | |

| New Jersey | | | | | | 9.6% settled | | | | | | 4.1%(1) | | |

| Ohio | | | | | | 10.5% | | | | | | 5.8% | | |

| West Virginia | | | | | | Settled(2) | | | | | | 7.7%(3) | | |

Reference is made to Note [removed: 13,] [added: 14,] "Regulatory Matters," and Note [removed: 14,] [added: 15,] "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: 2023][added: 2024]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/1031296/000103129625000006/fe-20241231_g1.jpg)]

| Yes | | | [removed: ☑] [added: ☐] | | | No | | | [removed: ☐] [added: ☑] | | | | | |

| CLASS | | | | | | AS OF JANUARY 31, [removed: 2024] [added: 2025] | | |

| Common Stock, $0.10 par value | | | | | | [removed: 574,440,850] [added: 576,697,425] | | |

| Portions of the Definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders of FirstEnergy Corp. to be held May [removed: 22, 2024.] [added: 21, 2025.] | | | | | | Part III | | |

| Glossary of Terms | | | [removed: [iii](#i7d8b0aa0c4374b4286a2f35638f9c9f1_10)] [added: [iii](#ia694a2faeae247dba9f90e1f59cdfd0f_10)] | | |

| Item 1. Business | | | [removed: [1](#i7d8b0aa0c4374b4286a2f35638f9c9f1_16)] [added: [1](#ia694a2faeae247dba9f90e1f59cdfd0f_16)] | | |

| The Companies | | | [removed: [1](#i7d8b0aa0c4374b4286a2f35638f9c9f1_19)] [added: [1](#ia694a2faeae247dba9f90e1f59cdfd0f_19)] | | |

| Capital Requirements | | | [removed: [4](#i7d8b0aa0c4374b4286a2f35638f9c9f1_25)] [added: [4](#ia694a2faeae247dba9f90e1f59cdfd0f_25)] | | |

| Supply Plan | | | [removed: [4](#i7d8b0aa0c4374b4286a2f35638f9c9f1_28)] [added: [4](#ia694a2faeae247dba9f90e1f59cdfd0f_28)] | | |

| System Demand | | | [removed: [5](#i7d8b0aa0c4374b4286a2f35638f9c9f1_31)] [added: [5](#ia694a2faeae247dba9f90e1f59cdfd0f_31)] | | |

| Regional Reliability | | | [removed: [5](#i7d8b0aa0c4374b4286a2f35638f9c9f1_34)] [added: [5](#ia694a2faeae247dba9f90e1f59cdfd0f_34)] | | |

| Human Capital | | | [removed: [6](#i7d8b0aa0c4374b4286a2f35638f9c9f1_43)] [added: [5](#ia694a2faeae247dba9f90e1f59cdfd0f_43)] | | |

| Information About Our Executive Officers | | | [removed: [8](#i7d8b0aa0c4374b4286a2f35638f9c9f1_46)] [added: [8](#ia694a2faeae247dba9f90e1f59cdfd0f_46)] | | |

| FirstEnergy Website and Other Social Media Sites and Applications | | | [removed: [9](#i7d8b0aa0c4374b4286a2f35638f9c9f1_49)] [added: [9](#ia694a2faeae247dba9f90e1f59cdfd0f_49)] | | |

| Item 1A. Risk Factors | | | [removed: [10](#i7d8b0aa0c4374b4286a2f35638f9c9f1_52)] [added: [10](#ia694a2faeae247dba9f90e1f59cdfd0f_52)] | | |

| Item 1B. Unresolved Staff Comments | | | [removed: [24](#i7d8b0aa0c4374b4286a2f35638f9c9f1_55)] [added: [24](#ia694a2faeae247dba9f90e1f59cdfd0f_55)] | | |

| Item 1C. Cybersecurity | | | [removed: [24](#i7d8b0aa0c4374b4286a2f35638f9c9f1_2881)] [added: [24](#ia694a2faeae247dba9f90e1f59cdfd0f_58)] | | |

| Item 2. Properties | | | [removed: [26](#i7d8b0aa0c4374b4286a2f35638f9c9f1_58)] [added: [26](#ia694a2faeae247dba9f90e1f59cdfd0f_61)] | | |

| Item 3. Legal Proceedings | | | [removed: [27](#i7d8b0aa0c4374b4286a2f35638f9c9f1_61)] [added: [28](#ia694a2faeae247dba9f90e1f59cdfd0f_64)] | | |

| Item 4. Mine Safety Disclosures | | | [removed: [27](#i7d8b0aa0c4374b4286a2f35638f9c9f1_64)] [added: [28](#ia694a2faeae247dba9f90e1f59cdfd0f_67)] | | |

| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [28](#i7d8b0aa0c4374b4286a2f35638f9c9f1_70)] [added: [29](#ia694a2faeae247dba9f90e1f59cdfd0f_73)] | | |

| Item 6. \[Reserved\] | | | [removed: [28](#i7d8b0aa0c4374b4286a2f35638f9c9f1_73)] [added: [29](#ia694a2faeae247dba9f90e1f59cdfd0f_76)] | | |

| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [29](#i7d8b0aa0c4374b4286a2f35638f9c9f1_76)] [added: [30](#ia694a2faeae247dba9f90e1f59cdfd0f_79)] | | |

| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [77](#i7d8b0aa0c4374b4286a2f35638f9c9f1_130)] [added: [88](#ia694a2faeae247dba9f90e1f59cdfd0f_130)] | | |

| Item 8. Financial Statements and Supplementary Data | | | [removed: [77](#i7d8b0aa0c4374b4286a2f35638f9c9f1_133)] [added: [88](#ia694a2faeae247dba9f90e1f59cdfd0f_133)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [78](#i7d8b0aa0c4374b4286a2f35638f9c9f1_139)] [added: [89](#ia694a2faeae247dba9f90e1f59cdfd0f_139)] | | |

| Consolidated Statements of Income | | | [removed: [80](#i7d8b0aa0c4374b4286a2f35638f9c9f1_148)] [added: [91](#ia694a2faeae247dba9f90e1f59cdfd0f_148)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: [81](#i7d8b0aa0c4374b4286a2f35638f9c9f1_151)] [added: [92](#ia694a2faeae247dba9f90e1f59cdfd0f_151)] | | |

| Consolidated Balance Sheets | | | [removed: [82](#i7d8b0aa0c4374b4286a2f35638f9c9f1_154)] [added: [93](#ia694a2faeae247dba9f90e1f59cdfd0f_154)] | | |

| Consolidated Statements of Stockholders' Equity | | | [removed: [83](#i7d8b0aa0c4374b4286a2f35638f9c9f1_157)] [added: [94](#ia694a2faeae247dba9f90e1f59cdfd0f_157)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [84](#i7d8b0aa0c4374b4286a2f35638f9c9f1_160)] [added: [95](#ia694a2faeae247dba9f90e1f59cdfd0f_160)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [85](#i7d8b0aa0c4374b4286a2f35638f9c9f1_163)] [added: [96](#ia694a2faeae247dba9f90e1f59cdfd0f_163)] | | |

| Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [135](#i7d8b0aa0c4374b4286a2f35638f9c9f1_304)] [added: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_301)] | | |

| Item 9A. Controls and Procedures | | | [removed: [135](#i7d8b0aa0c4374b4286a2f35638f9c9f1_307)] [added: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_304)] | | |

| Item 9B. Other Information | | | [removed: [135](#i7d8b0aa0c4374b4286a2f35638f9c9f1_310)] [added: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_307)] | | |

| Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | | | [removed: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_313)] [added: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_310)] | | |

| Item 10. Directors, Executive Officers and Corporate Governance | | | [removed: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_319)] [added: [149](#ia694a2faeae247dba9f90e1f59cdfd0f_316)] | | |

| Item 11. Executive Compensation | | | [removed: [136](#i7d8b0aa0c4374b4286a2f35638f9c9f1_322)] [added: [150](#ia694a2faeae247dba9f90e1f59cdfd0f_319)] | | |

$22,003,636,801 as of June 30, 2024

| Competition | | | [5](#ia694a2faeae247dba9f90e1f59cdfd0f_37) | | |

| Seasonality | | | [5](#ia694a2faeae247dba9f90e1f59cdfd0f_37) | | |

| Part II | | | [29](#ia694a2faeae247dba9f90e1f59cdfd0f_70) | | |

| Part III | | | [149](#ia694a2faeae247dba9f90e1f59cdfd0f_313) | | |

| Part IV | | | [151](#ia694a2faeae247dba9f90e1f59cdfd0f_331) | | |

| ARP | | | Alternative Revenue Program | | |

| CODM | | | Chief Operating Decision Maker | | |

| DOE | | | U.S. Department of Energy | | |

| EBRG | | | Employee Business Resource Group | | |

| FIP | | | Federal Implementation Plan | | |

| OPIC | | | Other paid-in capital | | |

| Securities Act | | | Securities Act of 1933, as amended | | |

| Valley Link | | | Valley Link Transmission Company, LLC, a holding company formed by FET, Dominion High Voltage MidAtlantic, Inc., and Transource Energy, LLC, on November 24, 2024 | | |

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

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

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

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

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

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

| CTA | | | Consolidated Tax Adjustment | | |

| DEI | | | Diversity, Equity and Inclusion | | |

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

| EESG | | | Employee, Environmental, Social and Corporate Governance | | |

| ESP V | | | Electric Security Plan V | | |

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

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

These [removed: can] include [added: required] annual compliance [removed: required] assessments, such as requirements under the Sarbanes-Oxley Act and Payment Card Industry [added: Data Security Standard] 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 [added: written] policies and procedures.

[added: In 2024,] FirstEnergy [removed: is] also [removed: currently evaluating] [added: evaluated] its current third-party vendors to identify which vendors [removed: have] [added: had] similar access to personally identifiable information and [removed: expects to complete its analysis by] [added: is currently reviewing] the [removed: end] [added: results] of [removed: 2024.][added: its analysis.]

For example, all personnel with any form of computer system access must complete cyber security training on a recurring basis, which educates [removed: 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.

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 [removed: the] FirstEnergy’s overall enterprise risk management program and the internal controls applicable to cyber security matters.

FirstEnergy’s CISO regularly provides reports at the Audit Committee, Operations and Safety Oversight Committee, and [added: to] the full FE Board.

The CISO has [removed: 5] [added: 6] years of experience in technology risk management, all of which have been with FirstEnergy, and an additional 23 years of experience in information technology.

Cyber security processes include escalation of certain risks and incidents, including those that originate or occur at third parties, to the [removed: Chief Information Officer,] [added: Senior Vice President, Shared Services,] legal, and the executive leaders as appropriate based on the severity of any such risk or incident.

In the event of any significant cyber security incident, FirstEnergy’s Cyber Security Incident Response Plan provides for a severity determination by [removed: a] [added: the] cyber security incident response team based on factors such as the number of assets affected, the likelihood of inappropriate data exposure, operational impact, reliability impact, and regulatory impact.

Dependent upon the severity of an incident, it is FirstEnergy’s practice to escalate the incident to the [removed: Chief Information Officer,] [added: Senior Vice President, Shared Services, the] Chief Risk Officer, and the FE senior leadership team, including the Chief Legal Officer, Chief Financial Officer, and Chief Executive Officer.

Such members of management then determine whether, based on various factors, the incident requires immediate escalation to the Audit [added: Committee] and Operations and Safety [removed: Committees] [added: Committee,] or [added: the] full FE Board.

The CISO reports directly to FirstEnergy’s Senior Vice President, Shared Services, who is responsible for all of FirstEnergy’s digital and technology services and is FirstEnergy’s most senior information technology executive.

The CISO reports directly to FirstEnergy’s Chief Information Officer.

The first mortgage indentures for the Ohio Companies, [removed: Penn, MP, PE] [added: FE PA, MP] and [removed: WP] [added: PE] constitute direct first liens on substantially all of the respective physical property, subject only to excepted encumbrances, as defined in the first mortgage indentures.

See Note [removed: 11,] [added: 12,] "Capitalization," of the Notes to Consolidated Financial Statements for information concerning financing encumbrances affecting certain of the [removed: Utilities’] [added: Electric Companies'] properties.

FirstEnergy controls the following generation sources as of December 31, [removed: 2023,] [added: 2024,] shown in the table below, and operates in the PJM Region.

Except for the OVEC participation referenced in the footnotes to the table, the [removed: Regulated Distribution] [added: Integrated] segment generating units are owned by MP.

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

| | | | | | | | | | | | | Net Maximum Capacity (MW) | | | | | | | | | | | | | | | | | | [removed: Net(3) Generation] [added: | | | Net Generation] for the year ended December 31, [removed: 2023] [added: 2024(3)] (Thousand MWh) | | | | | | | | | | | | | | | [added: | | | | | |]

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

| Harrison [added: Power Station] (Haywood, WV) | | | | | | 1-3 | | | | | | 1,984 | | | | | | — | | | | | | 1,984 | | | | | | [removed: 11,193] | | | [added: 10,618] | | | [added: | | |] — | | | | | | [removed: 11,193] [added: 10,618] | | | [added: | | | | | |]

| Fort Martin [added: Power Station] (Maidsville, WV) | | | | | | 1-2 | | | | | | 1,098 | | | | | | — | | | | | | 1,098 | | | | | | [removed: 4,368] | | | [added: 3,860] | | | [added: | | |] — | | | | | | [removed: 4,368] [added: 3,860] | | | [added: | | | | | |]

| OVEC (Cheshire, OH) (Madison, IN)(1) | | | | | | 1-11 | | | | | | 78 | | | | | | 67 | | | | | | 11 | | | | | | [removed: 335] | | | [added: 350] | | | [removed: 288] | | | [added: 301] | | | [removed: 47] | | | [added: 49 | | | | | | | | |]

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

| Bath County [added: Pumped Storage Station] (Warm Springs, VA)(2) | | | | | | 1-6 | | | | | | 487 | | | | | | — | | | | | | 487 | | | | | | [removed: 656] | | | [added: 990] | | | [added: | | |] — | | | | | | [removed: 656] [added: 990] | | | [added: | | | | | |]

The first solar generation site, [added: Fort Martin Solar,] located in Maidsville, West Virginia, was completed and placed in-service on January 8, 2024, representing 19 MWs of capacity.

[removed: The] [added: Construction of the] remaining [removed: four sites] [added: three sites, once completed,] are expected to provide [removed: 31] [added: 26] MWs of [added: additional net maximum generation] capacity.

As of December 31, [removed: 2023,] [added: 2024,] FirstEnergy’s distribution and transmission circuit miles are located in PJM and were as follows:

| | | | Distribution Line Miles(1) | | | | | | Transmission Line Miles | | | [removed: | | | | | | | | |]

| MAIT | | | — | | | | | | 4,287 | | | [removed: | | | | | | | | |]

| TrAIL | | | — | | | | | | 269 | | | [removed: | | | | | | | | |]

(3) On January 1, 2024, [removed: certain of] WP's Pennsylvania-based transmission assets [added: of 115 kV and above] were transferred to [removed: KATCo][added: KATCo, while the remaining transmission assets below 115 kV continue to be held by FE PA.]

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

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

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

| | | | | | | | | | | | | 3,160 | | | | | | 67 | | | | | | 3,093 | | | | | | | | | 14,828 | | | | | | 301 | | | | | | 14,527 | | | | | | | | |

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

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

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

| Solar | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fort Martin Solar (Maidsville, WV) | | | | | | | | | | | | 19 | | | | | | — | | | | | | 19 | | | | | | | | | 28 | | | | | | — | | | | | | 28 | | | | | | | | |

| Rivesville Solar (Rivesville, WV) | | | | | | | | | | | | 5 | | | | | | — | | | | | | 5 | | | | | | | | | 2 | | | | | | — | | | | | | 2 | | | | | | | | |

| | | | | | | | | | | | | 24 | | | | | | — | | | | | | 24 | | | | | | | | | 30 | | | | | | — | | | | | | 30 | | | | | | | | |

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

| Total | | | | | | | | | | | | 3,671 | | | | | | 67 | | | | | | 3,604 | | | | | | | | | 15,848 | | | | | | 301 | | | | | | 15,547 | | | | | | | | |

The second solar generation site, Rivesville Solar, located in Rivesville, West Virginia, went into service on September 25, 2024.

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

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

| ATSI | | | — | | | | | | 7,964 | | |

| CEI | | | 31,855 | | | | | | — | | |

| FE PA(2)(3) | | | 82,467 | | | | | | 2,623 | | |

| JCP&L | | | 24,781 | | | | | | 2,609 | | |

| KATCo(3) | | | — | | | | | | 1,696 | | |

| MP | | | 23,036 | | | | | | 2,607 | | |

| OE | | | 54,760 | | | | | | — | | |

| PE | | | 20,253 | | | | | | 2,088 | | |

| TE | | | 15,092 | | | | | | — | | |

| Total | | | 252,244 | | | | | | 24,143 | | |

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

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

| | | | | | | | | | | | | 3,082 | | | | | | — | | | | | | 3,082 | | | | | | 15,561 | | | | | | — | | | | | | 15,561 | | |

| Sub-critical and Other Coal-fired: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | | | | | | | 3,647 | | | | | | 67 | | | | | | 3,580 | | | | | | 16,552 | | | | | | 288 | | | | | | 16,264 | | |

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

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

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

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

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

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

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

Dividend payments are subject to declaration by the FE [removed: Board] [added: Board,] and future dividend decisions determined by the FE Board may be impacted by earnings growth, cash flows, credit [removed: metrics, risks and uncertainties of the government investigations] [added: metrics] and other business conditions.

Information regarding [removed: retained earnings] [added: equity] available for payment of cash dividends is given in Note [removed: 11,] [added: 12,] "Capitalization," of the Notes to Consolidated Financial Statements.

The following graph shows the total cumulative return from a $100 investment on December 31, [removed: 2018,] [added: 2019,] 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: 2023.][added: 2024.]

There were 53,295 holders of 576,612,245 shares of FE’s common stock as of December 31, 2024, and 52,730 holders of 576,697,425 shares of FE's common stock as of January 31, 2025.

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.

The consolidated financial statements and supplementary data of FirstEnergy required in this item are set forth beginning on page [removed: [80](#i7d8b0aa0c4374b4286a2f35638f9c9f1_145).][added: [91](#ia694a2faeae247dba9f90e1f59cdfd0f_145).]

We have audited the accompanying consolidated balance sheets of FirstEnergy Corp. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of [removed: stockholders’] [added: stockholders'] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Note 1 to the consolidated financial statements, the Company’s Regulated [removed: Distribution and] [added: Distribution,] Regulated Transmission [added: and Integrated] segments are subject to regulation that sets the prices (rates) the Company is permitted to charge customers based on costs that the regulatory agencies determine are permitted to be recovered.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $369] [added: $617] million of regulatory assets and [removed: $1,214] [added: $995] million of regulatory liabilities.

The principal considerations for our determination that performing procedures relating to [removed: management’s] accounting for the effects of rate regulation is a critical audit matter [removed: are the significant audit] [added: is a high degree of auditor] effort in [removed: assessing the impact of regulation on accounting for regulatory assets and liabilities] [added: performing procedures] and [removed: in] evaluating [removed: the complex] audit evidence related to [removed: whether] the [added: recovery of] regulatory assets [removed: will be recovered] and [removed: liabilities settled.][added: the settlement of regulatory liabilities.]

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

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

| (In millions, except per share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Distribution services and retail generation | | | | | | $ | [removed: 10,405] [added: 10,976] | | | | | $ | [removed: 9,916] [added: 10,405] | | | | | $ | [removed: 9,009] [added: 9,916] | |

| Transmission | | | | | | [removed: 2,049] [added: 2,148] | | | | | | [removed: 1,863] [added: 2,049] | | | | | | [removed: 1,608] [added: 1,863] | | |

| Other | | | | | | [removed: 416] [added: 348] | | | | | | [removed: 680] [added: 416] | | | | | | [removed: 515] [added: 680] | | |

| Total revenues(1) | | | | | | [removed: 12,870] [added: 13,472] | | | | | | [removed: 12,459] [added: 12,870] | | | | | | [removed: 11,132] [added: 12,459] | | |

| Fuel | | | | | | [removed: 538] [added: 464] | | | | | | [removed: 730] [added: 538] | | | | | | [removed: 481] [added: 730] | | |

| Purchased power | | | | | | [removed: 4,108] [added: 3,912] | | | | | | [removed: 3,863] [added: 4,108] | | | | | | [removed: 2,964] [added: 3,863] | | |

| Other operating expenses | | | | | | [removed: 3,594] [added: 4,159] | | | | | | [removed: 3,817] [added: 3,594] | | | | | | [removed: 3,196] [added: 3,817] | | |

| Provision for depreciation | | | | | | [removed: 1,461] [added: 1,581] | | | | | | [removed: 1,375] [added: 1,461] | | | | | | [removed: 1,302] [added: 1,375] | | |

| Amortization (deferral) of regulatory assets, net | | | | | | [added: (259) | | | | | | (10) | | | | | | 8 | | | | | |] (261) | | | | | | [removed: (365)] [added: —] | | | | | | [removed: 269] [added: —] | | | [added: | | | (261) | | |]

| General taxes | | | | | | [removed: 1,164] [added: 1,212] | | | | | | [removed: 1,129] [added: 1,164] | | | | | | [removed: 1,073] [added: 1,129] | | |

| Total operating expenses | | | | | | [removed: 10,604] [added: 11,097] | | | | | | [removed: 10,549] [added: 10,604] | | | | | | [removed: 9,406] [added: 10,549] | | |

| OPERATING INCOME | | | | | | [removed: 2,266] [added: 2,375] | | | | | | [removed: 1,910] [added: 2,266] | | | | | | [removed: 1,726] [added: 1,910] | | |

| Debt redemption costs (Note [removed: 11)] [added: 12)] | | | | | | [removed: (36)] [added: (85)] | | | | | | [removed: (171)] [added: (36)] | | | | | | [removed: (2)] [added: (171)] | | |

| Equity method investment [removed: earnings] [added: earnings, net] (Note 1) | | | | | | [removed: 175] [added: 58] | | | | | | [removed: 168] [added: 175] | | | | | | [removed: 31] [added: 168] | | |

| Miscellaneous income, net | | | | | | [removed: 164] [added: 189] | | | | | | [removed: 415] [added: 164] | | | | | | [removed: 486] [added: 415] | | |

| Pension and OPEB mark-to-market [removed: adjustment] [added: adjustments] | | | | | | [removed: (78)] [added: (22)] | | | | | | [removed: 72] [added: (78)] | | | | | | [removed: 382] [added: 72] | | |

| Interest expense | | | | | | [removed: (1,124)] [added: (1,144)] | | | | | | [removed: (1,039)] [added: (1,124)] | | | | | | [removed: (1,139)] [added: (1,039)] | | |

| Capitalized financing costs | | | | | | [removed: 97] [added: 133] | | | | | | [removed: 84] [added: 97] | | | | | | [removed: 75] [added: 84] | | |

| Total other expense | | | | | | [removed: (802)] [added: (871)] | | | | | | [removed: (471)] [added: (802)] | | | | | | [removed: (167)] [added: (471)] | | |

| INCOME BEFORE INCOME TAXES | | | | | | [removed: 1,464] [added: 1,504] | | | | | | [removed: 1,439] [added: 1,464] | | | | | | [removed: 1,559] [added: 1,439] | | |

| INCOME TAXES | | | | | | [removed: 267] [added: 377] | | | | | | [removed: 1,000] [added: 267] | | | | | | [removed: 320] [added: 1,000] | | |

| INCOME FROM CONTINUING OPERATIONS | | | | | | [removed: 1,197] [added: 1,127] | | | | | | [removed: 439] [added: 1,197] | | | | | | [removed: 1,239] [added: 439] | | |

| Discontinued operations (Note [removed: 16)(2)] [added: 1)(2)] | | | | | | [removed: (21)] [added: —] | | | | | | [removed: —] [added: (21)] | | | | | | [removed: 44] [added: —] | | |

| NET INCOME | | | | | | $ | [removed: 1,176] [added: 1,127] | | | | | $ | [removed: 439] [added: 1,176] | | | | | $ | [removed: 1,283] [added: 439] | |

| Income attributable to noncontrolling interest (continuing operations) | | | | | | [removed: 74] [added: 149] | | | | | | [removed: 33] [added: 74] | | | | | | [removed: —] [added: 33] | | |

| EARNINGS ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | $ | [removed: 1,102] [added: 978] | | | | | $ | [removed: 406] [added: 1,102] | | | | | $ | [removed: 1,283] [added: 406] | |

| Earnings from continuing operations | | | | | | $ | [removed: 1,123] [added: 978] | | | | | $ | [removed: 406] [added: 1,123] | | | | | $ | [removed: 1,239] [added: 406] | |

| Earnings from discontinued operations | | | | | | [removed: (21)] [added: —] | | | | | | [removed: —] [added: (21)] | | | | | | [removed: 44] [added: —] | | |

| Basic - continuing operations | | | | | | $ | [removed: 1.96] [added: 1.70] | | | | | $ | [removed: 0.71] [added: 1.96] | | | | | $ | [removed: 2.27] [added: 0.71] | |

| EARNINGS ATTRIBUTABLE TO FIRSTENERGY CORP. | | | | | | $ | 978 | | | | | $ | 1,102 | | | | | $ | 406 | |

(2) Consists of income taxes of $21 million in 2023.

| | | | | | | | | | 2,776 | | | | | | 2,568 | | |

| | | | | | | | | | 38,348 | | | | | | 36,296 | | |

| | | | | | | | | | 41,102 | | | | | | 38,412 | | |

| | | | | | | | | | 8,166 | | | | | | 7,787 | | |

| | | | | | | | | | 4,997 | | | | | | 5,386 | | |

| | | | | | | | | | 33,327 | | | | | | 32,465 | | |

| Noncontrolling interest distributions declared | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21) | | | | | | (21) | | |

| Noncontrolling interest distributions declared | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (72) | | | | | | (72) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 978 | | | | | | 978 | | | | | | 149 | | | | | | 1,127 | | |

| FET Equity Interest Sale (Note 1) | | | | | | — | | | | | | — | | | | | | 1,934 | | | | | | — | | | | | | — | | | | | | 1,934 | | | | | | 731 | | | | | | 2,665 | | |

| Noncontrolling interest distributions declared | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (86) | | | | | | (86) | | |

| Balance, December 31, 2024 | | | | | | 577 | | | | | | $ | 58 | | | | | $ | 12,368 | | | | | $ | (14) | | | | | $ | 43 | | | | | $ | 12,455 | | | | | $ | 1,265 | | | | | $ | 13,720 | |

| Net income | | | | | | $ | 1,127 | | | | | $ | 1,176 | | | | | $ | 439 | |

| Charges associated with change in ARO (Note 10) | | | | | | 200 | | | | | | — | | | | | | — | | |

| Proceeds from FET Equity Interest Sale (Note 1) | | | | | | 3,500 | | | | | | — | | | | | | — | | |

| Noncontrolling interest cash distributions | | | | | | (86) | | | | | | (72) | | | | | | (21) | | |

| Debt issuance and redemption costs, and other | | | | | | (125) | | | | | | (72) | | | | | | (152) | | |

| 2 | | | Revenue | | | [103](#ia694a2faeae247dba9f90e1f59cdfd0f_199) | | |

| 3 | | | Earnings Per Share | | | [107](#ia694a2faeae247dba9f90e1f59cdfd0f_202) | | |

| 7 | | | Taxes | | | [112](#ia694a2faeae247dba9f90e1f59cdfd0f_220) | | |

| 8 | | | Leases | | | [115](#ia694a2faeae247dba9f90e1f59cdfd0f_223) | | |

| 9 | | | Variable Interest Entities | | | [118](#ia694a2faeae247dba9f90e1f59cdfd0f_226) | | |

| 10 | | | Asset Retirement Obligations | | | [120](#ia694a2faeae247dba9f90e1f59cdfd0f_247) | | |

| 12 | | | Capitalization | | | [124](#ia694a2faeae247dba9f90e1f59cdfd0f_235) | | |

In March 2024, PATH completed the process of terminating all of its FERC-jurisdictional rates and facilities, with the result that PATH no longer is a “public utility” and no longer is subject to FERC jurisdiction.

FET and its non-affiliated joint venture partner are completing the process of terminating the PATH corporate entities.

Also on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo, and PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET.

So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.

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

During the first quarter of 2024, FirstEnergy’s segment reporting structure was modified to increase transparency for leadership and investors, simplify the presentation to corresponding legal entities, and align FirstEnergy’s earnings, cash flows and balance sheets at the business unit level.

The modification to the segments resulted in a reallocation of goodwill between the segments based on the relative fair value of the reporting units, as described further below.

Disclosures for FirstEnergy's reportable operating segments for 2023 and

2022 have been reclassified to conform to the current presentation reflecting the new reportable segments.

In addition, on January 1, 2024, WP transferred certain of its Pennsylvania-based transmission assets to KATCo and for comparability, prior year results in the Stand-Alone Transmission segment reflect the earnings and results of those WP transmission assets.

Several key suppliers have seen improvements with capacity, but FirstEnergy continues to monitor the situation as demand increases across the industry, including due to data center usage.

Inflationary pressures have moderated, which has improved the cost of materials, but certain categories have remained elevated.

In February 2025, the new U.S. presidential administration announced the imposition of widespread and substantial tariffs on imports, with plans for additional tariffs to potentially be adopted in the future.

Although certain of these tariffs were subsequently temporarily stayed, the situation is dynamic and subject to rapid change.

February 13, 2024

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

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

| DPA penalty (Note 14) | | | | | | — | | | | | | — | | | | | | 230 | | |

| Gain on sale of Yards Creek | | | | | | — | | | | | | — | | | | | | (109) | | |

(2) Net of income tax benefit (expense) of ($21 million) and $48 million in 2023 and 2021, respectively.

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

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

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

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

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

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

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

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

| Balance, January 1, 2021 | | | | | | 543 | | | | | | $ | 54 | | | | | $ | 10,076 | | | | | $ | (5) | | | | | $ | (2,888) | | | | | $ | 7,237 | | | | | $ | — | | | | | $ | 7,237 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,283 | | | | | | 1,283 | | | | | | — | | | | | | 1,283 | | |

| Common stock issuance (Note 11) | | | | | | 26 | | | | | | 3 | | | | | | 971 | | | | | | — | | | | | | — | | | | | | 974 | | | | | | — | | | | | | 974 | | |

| Distribution to FET minority interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21) | | | | | | (21) | | |

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

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

| Proceeds from sale of Yards Creek | | | | | | — | | | | | | — | | | | | | 155 | | |

| Common stock issuance | | | | | | — | | | | | | — | | | | | | 1,000 | | |

| Distributions to FET minority interest | | | | | | (72) | | | | | | (21) | | | | | | — | | |

| 2 | | | Revenue | | | [92](#i7d8b0aa0c4374b4286a2f35638f9c9f1_205) | | |

| 3 | | | Earnings Per Share | | | [96](#i7d8b0aa0c4374b4286a2f35638f9c9f1_208) | | |

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

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

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

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

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 operates under the rate districts of the former Pennsylvania Companies.

FirstEnergy presents the third-party investors’ ownership portion of FirstEnergy's net income, net assets and comprehensive income as NCI.

NCI is included as a component of equity on the Consolidated Balance Sheets.

Certain prior year amounts have been reclassified to conform to the current year presentation, including presenting long-term debt and other long-term obligations within “Noncurrent Liabilities” on the Consolidated Balance Sheets as compared to “Total Capitalization”.

Several key suppliers have struggled with labor shortages and raw material availability, which along with inflationary pressure that appears to be moderating, have increased costs and decreased the availability of certain materials, equipment and contractors.

It is currently expected that the exit of the General Office and sale will occur in 2025.

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.

The transaction is subject to customary closing conditions, including approval from the PPUC.

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

The FET Minority Equity Interest Sale is expected to close by the end of the first quarter of 2024.

The management of FirstEnergy, with the participation of the chief executive officer and chief financial officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange [removed: Act,] [added: Act),] as of December 31, [removed: 2023.][added: 2024.]

Based on that evaluation, the chief executive officer and chief financial officer of FirstEnergy have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Management conducted an evaluation of the effectiveness of FirstEnergy's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of FirstEnergy’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

The information required by Item 10 is incorporated herein by reference to FirstEnergy's [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

FirstEnergy has adopted an insider trading compliance policy regarding securities transactions (the "Insider Trading Practice") that applies to its directors, officers, employees, consultants, and contractors and our subsidiaries, as well as the company itself.

FirstEnergy believes that the Insider Trading Compliance Practice is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of FirstEnergy’s securities, as well as the applicable rules and regulations of the New York Stock Exchange.

A copy of the Insider Trading Practice is filed as Exhibit 19 to this Annual Report on Form 10-K.

The information required by Item 11 is incorporated herein by reference to FirstEnergy’s [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2023,] [added: 2024,] regarding compensation plans for which shares of FE common stock may be issued.

| Equity compensation plans approved by security holders | | | | | | [removed: 4,111,762] [added: 4,428,103] | | | (1) | | | $ | — | | (2) | | | [removed: 10,060,406] [added: 8,529,960] | | | (3) | | |

(1) [removed: This number includes 1,918,675] [added: Includes 256,061] shares [added: related to the DCPD that is expected to be paid in stock, 2,086,021 shares] subject to outstanding awards of stock based Restricted Stock Units granted under the ICP 2020 if paid at target for the [removed: three outstanding cycles, as well as 1,918,675 additional shares assuming maximum performance metrics are achieved for the 2021-2023,] 2022-2024, [added: 2023-2025,] and [removed: 2023-2025] [added: 2024-2026] cycles of stock based Restricted Stock Units, [removed: and 274,412] [added: as well as 2,086,021 additional] shares [removed: related] to [removed: the DCPD that will] be paid [removed: in stock.][added: if maximum performance metrics are achieved for the three outstanding cycles.]

[added: (3)] Additional shares may become available [removed: under the ICP 2020] due to cancellations, forfeitures, cash settlements or other similar circumstances with respect to outstanding awards.

(4) All equity compensation plans have been approved by [removed: security holders.][added: FE's shareholders.]

| Total | | | | | | 4,428,103 | | | | | | $ | — | | | | | 8,529,960 | | | | | |

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

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

The information required by Item 13 is incorporated herein by reference to FirstEnergy’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

| Audit Fees(1) | | | $ | [removed: 9,915] [added: 11,235] | | | | | $ | [removed: 7,523] [added: 9,915] | |

| Audit-Related Fees(2) | | | [removed: —] [added: 60] | | | | | | [removed: 190] [added: —] | | |

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

| All Other Fees(4) | | | [removed: 282] [added: 48] | | | | | | [removed: 720] [added: 282] | | |

| Total Fees | | | $ | [removed: 10,307] [added: 11,453] | | | | | $ | [removed: 8,653] [added: 10,307] | |

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

(2) Audit-related fees in [removed: 2022] [added: 2024] were related to services rendered for [removed: EESG] [added: climate-related] reporting assessments.

(3) Tax fees in [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were primarily related to the performance of tax services related to the [removed: sale of] [added: FET equity] interest [removed: in FET.][added: sales.]

(4) All other fees in [added: 2024 and] 2023 primarily reflect certain costs related to the [removed: ongoing] SEC investigation.

Additional information required by this item is incorporated herein by reference to FirstEnergy’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

| | | | 2024 | | | | | | 2023 | | |

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

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.

| 3.1 | | | | | | | | | | | | [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](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,] [added: 3-1,] File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000034/q22019-ex3x1.htm) | | |

| 3.3 | | | | | | | | | | | | [Amendment to the Third Amended and Restated Code of [removed: Regulations](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000054/q22023-ex31.htm) [(incorporated] [added: Regulations (incorporated] by reference to FE’s Form 10-Q filed August 1, 2023, Exhibit [removed: 3](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000054/q22023-ex31.htm)[.](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000054/q22023-ex31.htm)[1,] [added: 3.1,] File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000054/q22023-ex31.htm) | | |

| 4.3 | | | | | | | | | | | | [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. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm)] | | |

| 4.4 | | | | | | | | | | | | [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. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm)] | | |

| 4.5 | | | | | | | | | | | | [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. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000119312517209049/d397649dex41.htm)] | | |

| 4.14 | | | | | | | | | | | | [Form of 4.00% Convertible Senior Notes due 2026 (included hereto in Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000041/ex41-indenture.htm)] [added: 4.2)](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000041/ex41-indenture.htm)] | | |

| [removed: 10.21] [added: 10.29] | | | | | | | | | | | | [Consent Decree dated March 18, 2005 (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/20947/000103129605000099/ex10-1.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/20947/000103129605000099/ex10-1.htm)] | | |

| [removed: 10.22] [added: 10.30] | | | | | | | | | | | | [Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad [removed: Hoc](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm) [](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm)[Noteholders] [added: Hoc](https://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm) [](https://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. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129618000057/fefessettlementagreement1.htm)] | | |

| [removed: 10.23] [added: 10.31] | | | | | | | | | | | | [Deferred Prosecution Agreement, dated as of July 21, 2021 (incorporated by reference to FE’s Form 8-K filed July 22, 2021, Exhibit 10.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129621000071/ex101-8k7x22x21.htm) | | |

| [removed: 10.24] [added: 10.34] | | | | | | | | | | | | [Purchase and Sale Agreement, dated as of November 6, 2021, among the FirstEnergy Corp. and North American Transmission Company II LLC, and Brookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P. and Brookfield Super-Core Infrastructure Partners (ER) SCSp, as [removed: guarantors.](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000013/fe-12312021xex10x10.htm) [](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000013/fe-12312021xex10x10.htm)[(incorporated] [added: guarantors. (incorporated] by reference to FE’s Form 10-K filed February 16, 2022, Exhibit 10-10, File No. [removed: 333-21011)](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000013/fe-12312021xex10x10.htm)[.](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000013/fe-12312021xex10x10.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000013/fe-12312021xex10x10.htm)] | | |

| [removed: 10.25] [added: 10.35] | | | | | | | | | | | | [Purchase and Sale Agreement, dated as of February 2, 2023, among the FirstEnergy Corp., and FirstEnergy Transmission, LLC, and North American Transmission Company II L.P., and North American Transmission FINCO L.P., Brookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P. and Brookfield Super-Core Infrastructure Partners (ER) SCSp, as guarantors. (incorporated by reference to FE’s Form 10-Q filed April 27, 2023, Exhibit 10.1, File No. 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000032/q12023-ex101.htm) | | |

| [removed: 10.26] [added: 10.36] | | | | | | | | | | | | [removed: [Amended] [added: [Fourth Amended] and Restated Limited Liability Company [removed: Operating] Agreement of FirstEnergy Transmission, [removed: LLC] [added: LLC, dated March 25, 2024] (incorporated by reference to FE’s Form 8-K filed [removed: May 31, 2022,] [added: March 25, 2024,] Exhibit 10.1, File No. [removed: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129622000038/ex101-amendedandrestatedll.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129624000018/ex101hemera-fetfourtharl.htm)] | | |

| [removed: 10.27] [added: 10.37] | | | | | | | | | | | | [Common Stock Purchase Agreement, dated as of November 6, 2021, among the FirstEnergy Corp. and BIP Securities II-B L.P. (incorporated by reference to FE’s Form S-3 filed on December 13, 2021, Exhibit 4(d), File No. 333-210111).](https://www.sec.gov/Archives/edgar/data/1031296/000119312521355530/d233152dex4d.htm) | | |

| [removed: 10.28] [added: 10.38] | | | (B) | | | | | | | | | [FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-6exhibitddcpx123113.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-6exhibitddcpx123113.htm)] | | |

| [removed: 10.29] [added: 10.39] | | | (B) | | | | | | | | | [Amendment No. 1 to Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/20947/000095012311043888/c15066exv10w7.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/20947/000095012311043888/c15066exv10w7.htm)] | | |

| [removed: 10.30] [added: 10.40] | | | (B) | | | | | | | | | [Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014, (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-8exhibitamendmentno2dd.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-8exhibitamendmentno2dd.htm)] | | |

| [removed: 10.31] [added: 10.41] | | | (B) | | | | | | | | | [Amendment No. 3 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-7, File [removed: No.333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129619000010/fe-12312018xex107.htm)] [added: No.333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000010/fe-12312018xex107.htm)] | | |

| [removed: 10.32] [added: 10.42] | | | (B) | | | | | | | | | [FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-9exhibitserpx123113.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-9exhibitserpx123113.htm)] | | |

| [removed: 10.33] [added: 10.43] | | | (B) | | | | | | | | | [Amendment No. 1 to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/20947/000095012311043888/c15066exv10w8.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/20947/000095012311043888/c15066exv10w8.htm)] | | |

| [removed: 10.34] [added: 10.44] | | | (B) | | | | | | | | | [Amendment No. 2 to FirstEnergy Corp. Supplemental Executive Retirement Plan, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-10, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129619000010/fe-12312018xex1010.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000010/fe-12312018xex1010.htm)] | | |

| [removed: 10.35] [added: 10.45] | | | (B) | | | | | | | | | [FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-11exhibitcashbalancex1.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-11exhibitcashbalancex1.htm)] | | |

| [removed: 10.36] [added: 10.46] | | | (B) | | | | | | | | | [Retirement Plan for Outside Directors of GPU, Inc. as amended and restated as of August 8, 2000 (incorporated by reference to GPU, Inc. Form 10-K filed March 21, 2001, Exhibit 10-N, File No. [removed: 001-06047).](http://www.sec.gov/Archives/edgar/data/40779/000004077901000013/0000040779-01-000013-0010.txt)] [added: 001-06047).](https://www.sec.gov/Archives/edgar/data/40779/000004077901000013/0000040779-01-000013-0010.txt)] | | |

| [removed: 10.37] [added: 10.47] | | | (B) | | | | | | | | | [Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. [removed: 21011).](http://www.sec.gov/Archives/edgar/data/1031296/000095012311018851/y41645aexv10w4.htm)] [added: 21011).](https://www.sec.gov/Archives/edgar/data/1031296/000095012311018851/y41645aexv10w4.htm)] | | |

| [removed: 10.38] [added: 10.48] | | | (B) | | | | | | | | | [Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-29exhibitaeamendeddefe.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-29exhibitaeamendeddefe.htm)] | | |

| [removed: 10.39] [added: 10.49] | | | (B) | | | | | | | | | [Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-30exhibitayedeferralco.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129614000010/a10-30exhibitayedeferralco.htm)] | | |

| [removed: 10.40] [added: 10.50] | | | (B) | | | | | | | | | [Form of Director and Officer Indemnification Agreement (incorporated by reference to FE’s Form 8-K filed May 16, 2018, Exhibit 10.1, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129618000041/ex10105162018.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129618000041/ex10105162018.htm)] | | |

| [removed: 10.41] [added: 10.51] | | | (B) | | | | | | | | | [Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FE’s Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129613000054/ex102-edcpguarantee.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129613000054/ex102-edcpguarantee.htm)] | | |

| [removed: 10.42] [added: 10.78] | | | (B) | | | | | | | | | [removed: [Form of] [added: [2023 Interim Chief Executive Officer] Restricted Stock [added: Units Award] Agreement [added: to John W. Somerhalder II.] (incorporated by reference to FE’s Form 10-K filed February [removed: 17, 2015,] [added: 13, 2023,] Exhibit [removed: 10-49,] [added: 10.60,] File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129615000011/fe-12312014xex10x49.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129623000014/fe-12312022xex10x60.htm)] | | |

| [removed: 10.43] [added: 10.52] | | | (B) | | | | | | | | | [FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129615000037/exhibit-101.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129615000037/exhibit-101.htm)] | | |

| [removed: 10.44] [added: 10.53] | | | (B) | | | | | | | | | [Amendment No. 1 to FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-23, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129619000010/fe-12312018xex1023.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129619000010/fe-12312018xex1023.htm)] | | |

| [removed: 10.45] [added: 10.54] | | | (B) | | | | | | | | | [FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129615000053/exhibit1018-k91815.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129615000053/exhibit1018-k91815.htm)] | | |

| [removed: 10.46] [added: 10.55] | | | (B) | | | | | | | | | [Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129615000053/exhibit1028-k91815.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129615000053/exhibit1028-k91815.htm)] | | |

| [removed: 10.47] [added: 10.56] | | | (B) | | | | | | | | | [Non-Competition and Non-Disparagement Agreement, entered into by Charles E. Jones, dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.3, File No. [removed: 333-21011).](http://www.sec.gov/Archives/edgar/data/1031296/000103129615000053/exhibit1038-k91815.htm)] [added: 333-21011).](https://www.sec.gov/Archives/edgar/data/1031296/000103129615000053/exhibit1038-k91815.htm)] | | |