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Item 9A. Controls and Procedures

2022-02-16 compared with 2021-02-18 · 105 added, 137 removed, 147 unchanged (62% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to provide reasonable assurance that information is accumulated and communicated to our management, including our acting chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, and ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Our management, with the participation of our acting chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2020.

Based on that evaluation, the acting chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2020, due to the material weakness in internal control over financial reporting described below.

Notwithstanding the material weakness described below, management has concluded that its consolidated financial statements included in the current and prior period filings were not materially misstated and presented fairly, in all material respects, our consolidated financial statements as of December 31, 2020, 2019 and 2018.

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

The management of FirstEnergy, with the participation of the chief executive officer and chief financial officer, have evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2021.

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, 2021.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management of the FirstEnergy is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

FirstEnergy’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of FirstEnergy’s annual or interim financial statements will not be prevented or detected on a timely basis.

We did not maintain an effective control environment as our senior management failed to set an appropriate tone at the top.

Specifically, certain members of senior management failed to reinforce the need for compliance with the Company’s policies and code of conduct, which resulted in inappropriate conduct that was inconsistent with the Company’s policies and code of conduct.

This control deficiency did not result in a material misstatement of our annual or interim consolidated financial statements.

However, this control deficiency could have resulted in material misstatements to the annual or interim consolidated financial statements that would not have been prevented or detected.

Accordingly, our management has concluded that this control deficiency constitutes a material weakness.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Remediation Plans

Management and the Board of Directors take FirstEnergy’s internal control over financial reporting and the integrity of its financial statements seriously.

Management, the Board of Directors, along with the Audit Committee, and its newly formed subcommittee, are currently working to remediate the material weakness identified above.

The remedial activities include the following:

• the appointment of a new Acting Chief Executive Officer and Executive Director to improve the tone at the top;

• the termination of certain members of senior management, including FirstEnergy’s former Chief Executive Officer, for violations of certain Company policies and its code of conduct;

• the separation of two senior members of the legal department, due to inaction and conduct that the Board of Directors determined was influenced by the improper tone at the top;

• the establishment of the new subcommittee of FirstEnergy’s Audit Committee, who, with the Board of Directors, will oversee the assessment and implementation of potential changes (as appropriate) in FirstEnergy’s compliance program;

Management conducted an evaluation of the effectiveness of FirstEnergy's internal control over financial reporting as of December 31, 2021, 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, 2021

The effectiveness of FirstEnergy’s internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Remediation of Previous Material Weakness in Internal Control over Financial Reporting

As disclosed in FirstEnergy's Form 10-K for the fiscal year ended December 31, 2020, management previously identified a material weakness in FirstEnergy's internal control over financial reporting related to its senior management failing to set an appropriate tone at the top.

Management and the FE Board take FirstEnergy’s internal control over financial reporting and the integrity of its financial statements seriously.

FirstEnergy completed the documentation and testing of the remedial actions and management concluded that as a result of the corrective activities implemented, the previously disclosed material weakness had been remediated as of September 30, 2021.

Management, the FE Board, along with the Audit Committee, and its subcommittee, remediated the material weakness by focusing on people, training, and communication as detailed in the following remedial activities:

• the appointment of a new Chief Executive Officer to improve the tone at the top;

• the termination of certain members of senior management, including FirstEnergy’s former Chief Executive Officer, for violations of certain FirstEnergy policies and its code of conduct;

• the separation of two senior members of the legal department, due to inaction and conduct that the FE Board determined was influenced by the improper tone at the top;

• the establishment of a subcommittee of FirstEnergy’s Audit Committee, who, with the FE Board, assessed the compliance program, provided recommendations, and has overseen and will continue to oversee the implementation of changes (as appropriate) in FirstEnergy’s compliance program;

• the appointment of a new Chief Legal Officer;

• the appointment of a new Vice Chairperson of the Board and Executive Director to help lead efforts to enhance the company’s reputation with external stakeholders;

• the plan to appoint a Chief Ethics & Compliance Officer to oversee the ethics and compliance program and enhance the existing compliance structure and role;

• the Board of Directors’ reinforcement of and executive team’s recommitment to the importance of setting appropriate tone at the top and the expectation to demonstrate the Company’s core values and behaviors which support an ethical and compliant culture, as well as adherence to internal control over financial reporting;

• the appointment of a new Vice Chair of the FE Board and Executive Director to help lead efforts to enhance FirstEnergy’s reputation with external stakeholders;

• the appointment of new independent directors to the FE Board;

• the appointment of a new Chief Ethics & Compliance Officer who is overseeing the ethics and compliance program and implementation of enhancements to the existing compliance structure and role;

• the FE Board's reinforcement of and executive team’s recommitment to the importance of setting appropriate tone at the top and the expectation to demonstrate FirstEnergy’s core values and behaviors which support an ethical and compliant culture, as well as adherence to internal control over financial reporting;

• increased communication and training of employees with respect to:

◦ our commitment to ethical standards and integrity of our business procedures,

• FirstEnergy’s commitment to ethical standards and integrity of its business procedures,

• compliance requirements,

◦ our Code of Conduct and other Company policies, and

• FirstEnergy’s code of conduct and other FirstEnergy policies, and

• availability of and the process for reporting suspected violations of law or code of conduct.

Management and the Board of Directors are committed to maintaining a strong internal control environment and believes the above efforts will effectively remediate the material weakness;

however, the material weakness cannot be considered remediated until the applicable remedial actions are implemented and operating for a sufficient period of time to allow management to conclude, through testing, that a remediation plan is implemented and the controls are operating effectively.

Management, under the oversight of the Board of Directors, are developing a comprehensive remediation plan which includes defined responsibilities and measurable milestones to evaluate the progress of the remediation activities.

Management and the Board of Directors are monitoring the progress of these activities on an ongoing basis.

Management and the FE Board are committed to maintaining a strong internal control environment and believe the above efforts, which have been tested and are operating effectively, have remediated the material weakness.

Changes in Internal Control over Financial Reporting

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OTHER INFORMATION

FirstEnergy received a letter dated February 16, 2021, from Icahn Capital LP informing FirstEnergy that Carl Icahn is making a filing with the Federal Trade Commission and the Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and “has a present good faith intention to acquire voting securities of the Corporation in an amount exceeding $184 million but less than $919.9 million of the voting securities of the issuer, depending upon various factors including market conditions.” FirstEnergy does not know whether Carl Icahn and his affiliates have acquired shares of FE common stock and/or derivatives and does not know Icahn’s intentions with respect to FirstEnergy or any such acquisition.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference to FirstEnergy's 2021 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

The information required by Item 10 is incorporated herein by reference to FirstEnergy's 2022 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to FirstEnergy’s 2021 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

The information required by Item 11 is incorporated herein by reference to FirstEnergy’s 2022 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The Item 403 of Regulation S-K information required by Item 12 is incorporated herein by reference to FirstEnergy's 2021 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

The Item 403 of Regulation S-K information required by Item 12 is incorporated herein by reference to FirstEnergy's 2022 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, 2021, regarding compensation plans for which shares of FE common stock may be issued.

1 unchanged sentence

Equity compensation plans approved by security holders

3,013,316 (1) N/A 13,696,933 (2)

3,098,266 (1) $ — (2) 12,687,546 (3)

Equity compensation plans not approved by security holders (4)

Total 3,013,316 N/A 13,696,933

(1) Represents shares of common stock that could be issued upon exercise of outstanding options granted under the 2007 Incentive Plan (ICP 2007), 2015 Incentive Compensation Plan (ICP 2015) and the 2020 Incentive Compensation Plan (ICP 2020).

This number also includes 1,333,260 shares subject to outstanding awards of stock based RSUs granted under the ICP 2015 if paid at target for the three outstanding cycles, as well as 1,333,260 additional shares assuming maximum performance metrics are achieved for the 2018-2020, 2019-2021, and 2020-2022 cycles of stock based RSUs, 2,453 outstanding FirstEnergy Corp.

Amended and Restated Executive Deferred Compensation Plan (EDCP) related shares to be paid in stock and 344,344 shares related to the FirstEnergy Corp.

Deferred Compensation Plan for Outside Directors (Director's Plan) that will be paid in stock.

Not reflected in the table are the 22,278 shares related to the Allegheny Energy, Inc.

Non-Employee Director Stock Plan (AYE Director's Plan) and Allegheny Energy, Inc.

Amended and Restated Revised Plan for Deferral of Compensation of Directors (AYE DCD) that will be paid in stock per the election of the recipient.

(2) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately 5,076,635 under ICP 2015 and 9,953,557 under ICP 2020, available assuming performance at target) for the 2018-2020, 2019-2021, and 2020-2022 cycles of stock-based RSUs (all of which were issued under the ICP 2015), with respect to future awards under the ICP 2020 and future accruals of dividends on awards outstanding under ICP 2015 or ICP 2020.

Total 3,098,266 $ — 12,687,546

(1) This number includes 1,373,989 shares subject to outstanding awards of stock based RSUs granted under the ICP 2007, ICP 2015 and ICP 2020 if paid at target for the three outstanding cycles, as well as 1,373,989 additional shares assuming maximum performance metrics are achieved for the 2019-2021, 2020-2022, and 2021-2023 cycles of stock based RSUs, 1,381 outstanding EDCP related shares to be paid in stock and 348,907 shares related to the DCPD that will be paid in stock.

Not reflected in the table are 23,232 shares related to the AYE Director's Plan that will be paid in stock per the election of the recipient.

(2) There are no outstanding options, therefore, no consideration is required from participants for the exercise or vesting of any outstanding equity compensation awards.

(3) Represents shares available for issuance, assuming maximum performance metrics are achieved (or approximately 4,885,314 under ICP 2015 and 9,176,220 under ICP 2020, available assuming performance at target) for the 2019-2021, 2020-2022, and 2021-2023 cycles of stock-based RSUs, with respect to future awards under the ICP 2020 and future accruals of dividends on awards outstanding under ICP 2015 or ICP 2020.

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

In addition, nominal amounts of shares may be issued in the future under the AYE Director's Plan and AYE DCD to cover future dividends that may accrue on amounts previously deferred and payable in stock, but new awards are no longer being granted under the Allegheny plans or the ICP 2007.

In addition, nominal amounts of shares may be issued in the future under the AYE Director's Plan to cover future dividends that may accrue on amounts previously deferred and payable in stock, but new awards are no longer being granted under the Allegheny plan or the ICP 2007.

(4 ) All equity compensation plans have been approved by security holders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference to FirstEnergy’s 2021 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

The information required by Item 13 is incorporated herein by reference to FirstEnergy’s 2022 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

PRINCIPAL ACCOUNTING FEES AND SERVICES

6 unchanged sentences

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

(2) All other fees primarily reflect system implementation quality assurance services, certain costs incurred as a result of the ongoing SEC investigation, software subscription fees, and accounting research license costs in 2020.

Fees in 2019 represent software subscription fees to PwC.

(2) All other fees primarily reflect certain costs incurred as a result of the ongoing SEC investigation, software subscription fees, and accounting research license costs in 2021 and 2020.

2021 also includes fees for ESG metric and reporting assessment, and 2020 also includes fees for system implementation quality assurance services.

Tax Fees and Audit-Related Fees

There were no tax-related or other audit-related fees paid to PricewaterhouseCoopers LLP in 2021 or 2020.

Additional information required by this item is incorporated herein by reference to FirstEnergy’s 2021 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934.

Additional information required by this item is incorporated herein by reference to FirstEnergy’s 2022 Proxy Statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

EXHIBITS, FINANCIAL STATEMENT SCHEDULE

3 unchanged sentences

is listed under Item 9A, "Controls and Procedures" herein.

Report of Independent Registered Public Accounting Firm for FirstEnergy Corp.

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) for FirstEnergy Corp.

is listed under Item 8, "Financial Statements and Supplementary Data," herein.

5 unchanged sentences

(incorporated by reference to FE’s Form 10-Q filed July 23, 2019, Exhibit 3-1, File No.

(A) 3-2 Amended and Restated Code of Regulations of FirstEnergy Corp., as Amended.

3-2 Second Amended and Restated Code of Regulations of FirstEnergy Corp., effective May 18, 2021 (incorporated by reference to FE’s Form 8-K on May 19, 2021, Exhibit 3, File No.

4-1 Indenture, dated November 15, 2001, between FirstEnergy Corp.

and The Bank of New York Mellon, as Trustee (incorporated by reference to FE’s Form S-3 filed September 21, 2001, Exhibit 4(a), File No.

4-2 Officer’s Certificate relating to FirstEnergy Corp.’s $650 million aggregate principal amount of its 2.75% Notes, Series A, due 2018 and $850 million aggregate principal amount of its 4.25% Notes, Series B, due 2023 (the “Series B Notes”) (incorporated by reference to FE’s Form 8-K filed March 5, 2013, Exhibit 4.1, File No.

4-2 (a) Form of Series B Note (incorporated by reference to FE’s Form 8-K filed March 5, 2013, Exhibit 4.3, File No.

4-3 Sixth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009, by and between FirstEnergy Nuclear Generation, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 4.1, File No.

4-3 (a) Form of First Mortgage Bonds, Collateral Series L of 2016 due 2018 (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 4.1(a), File No.

333-21011) (included in Exhibit 4-4).

4-4 Ninth Supplemental Indenture, dated as of December 19, 2016, to Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, by and between FirstEnergy Generation, LLC and The Bank of New York Mellon Trust Company, N.A.

(formerly known as The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 4.2, File No.

4-4 (a) Form of First Mortgage Bonds, Collateral Series E of 2016 due 2018 (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 4.2(a), File No.

333-21011) (included in Exhibit 4-5).

4-2 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.

2 unchanged sentences

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.

4-9 Officer’s Certificate relating to FirstEnergy Corp.'s 2.

0 5 0 % Notes, Series A, due 202 5 , 2 .

650 % Notes, Series B, due 20 30 and 3 .

400 % Notes, Series C, due 20 50 (incorporated by reference to FE’s Form 8-K filed February 2 0 , 20 20 , Exhibit 4.1, File No.

4-10 Form of 2.

0 5 0 % Note, Series A, due 202 5 (incorporated by reference to FE’s Form 8-K filed February 2 0 , 20 20 , Exhibit 4.

4-11 Form of 2 .

650 % Note, Series B, due 20 30 (incorporated by reference to FE’s Form 8-K filed February 2 0 , 20 20 , Exhibit 4.

4-12 Form of 3 .

400 % Note, Series C, due 20 50 (incorporated by reference to FE’s Form 8-K filed February 2 0 , 20 20 , Exhibit 4.

4-13 Officer’s Certificate relating to FirstEnergy Corp.'s 1 .

60 0% Notes, Series A, due 202 6 , 2.

2 50% Notes, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8 , 2020, Exhibit 4.1, File No.

4-14 Form of 1 .

60 0% Note, Series A, due 202 6 (incorporated by reference to FE’s Form 8-K filed June 8 , 2020, Exhibit 4.2, File No.

4-15 Form of 2.

2 50% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8 , 2020, Exhibit 4.3, File No.

4-6 Officer’s Certificate relating to FirstEnergy Corp.'s 2.050% Notes, Series A, due 2025, 2.650% Notes, Series B, due 2030 and 3.400% Notes, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.1, File No.

4-7 Form of 2.050% Note, Series A, due 2025 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.2, File No.

4-8 Form of 2.650% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.3, File No.

4-9 Form of 3.400% Note, Series C, due 2050 (incorporated by reference to FE’s Form 8-K filed February 20, 2020, Exhibit 4.4, File No.

4-10 Officer’s Certificate relating to FirstEnergy Corp.'s 1.600% Notes, Series A, due 2026, 2.250% Notes, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.1, File No.

4-11 Form of 1.600% Note, Series A, due 2026 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.2, File No.

4-12 Form of 2.250% Note, Series B, due 2030 (incorporated by reference to FE’s Form 8-K filed June 8, 2020, Exhibit 4.3, File No.

4-13 Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 (incorporated by reference to FE's Form 10-K filed February 10, 2020, Exhibit 4-10, File No.

(B) 10-1 FirstEnergy Corp.

2007 Incentive Plan, effective May 15, 2007 (incorporated by reference to FE’s Form 10-K filed February 25, 2009, Exhibit 10.1, File No.

(B) 10-2 Amendment to FirstEnergy Corp.

2007 Incentive Plan, effective January 1, 2011 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.5, File No.

(B) 10-3 Amendment No.

2 to FirstEnergy Corp.

2007 Incentive Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-3, File No.

10-1 Credit Agreement, dated as of October 18, 2021, by and among FirstEnergy Corp., FirstEnergy Transmission, LLC, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FE’s Form 8-K filed October 18, 2021, Exhibit 10.1, File No.

10-2 Credit Agreement, dated as of October 18, 2021, by and among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.2, File No.

10-3 Credit Agreement, dated as of October 18, 2021, by and among Metropolitan Edison Company, Pennsylvania Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.3, File No.

10-4 Credit Agreement, dated as of October 18, 2021, by and among Jersey Central Power & Light Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd., as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.4, File No.

10-5 Credit Agreement, dated as of October 18, 2021, by and among American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC, and Trans-Allegheny Interstate Line Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and PNC Bank, National Association, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.5, File No.

10-6 Credit Agreement, dated as of October 18, 2021, by and among Monongahela Power Company, The Potomac Edison Company, the banks and other financial institutions party thereto on the date hereof, as lenders, and Mizuho Bank, Ltd, as administrative agent (incorporated by reference to FirstEnergy’s Form 8-K filed October 18, 2021, Exhibit 10.6, File No.

10-7 Consent Decree dated March 18, 2005 (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No.

10-8 Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad Hoc 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.

10-9 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.

10-10 (A) 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 guarantors.

10-11 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.

10-12 Director Appointment and Nomination Agreement, dated March 16, 2021, by and among the Icahn Group and FirstEnergy (incorporated by reference to FE's Form 8-K filed March 16, 2021, Exhibit 10.1, File No.

10-13 (B) FirstEnergy Corp.

21 unchanged sentences

Form 10-K filed March 21, 2001, Exhibit 10-N, File No.

10-13 Consent Decree dated March 18, 2005 (incorporated by reference to FE’s Form 8-K filed March 18, 2005, Exhibit 10-1, File No.

10-22 (B) Allegheny Energy, Inc.

27 unchanged sentences

2015 Incentive Compensation Plan, effective February 21, 2017 (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-51, File No.

(B) 10-27 Form of 2016 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-59, File No.

(B) 10-28 Form of 2017-2019 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-49, File No.

(B) 10-29 Form of 2017-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-50, File No.

(B) 10-30 Form of 2017 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-K filed February 21, 2017, Exhibit 10-52, File No.

10-35 (B) Executive Severance Benefits Plan, as amended and restated as of December 20, 2016 (incorporated by reference to FE’s Form 8-K filed December 21, 2016, Exhibit 10.1, File No.

10-32 Credit Agreement, dated as of December 6, 2016, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the fronting banks and swing line lenders identified therein (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.1, File No.

10-33 Amendment No.

1 to Credit Agreement, dated as of October 19, 2018, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the fronting banks and swing line lenders identified therein (incorporated by reference to FE’s Form 10-K filed February 19, 2019, Exhibit 10-38, File No.

10-34 Waiver and Amendment No.

2 to Credit Agreement, dated as of Novem ber 1 7 , 20 20 , among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the lenders identified therein (incorporated by reference to FE’s Form 10-K filed November 19 , 20 20 , Exhibit 10 .1 , File No.

(A) 10-35 Amendment No.

3 to Credit Agreement, dated as of January 15, 2021, among FirstEnergy, The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the lenders identified therein.

10-36 Credit Agreement, dated as of December 6, 2016, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, the banks and the fronting banks identified therein (incorporated by reference to FE’s Form 8-K filed December 6, 2016, Exhibit 10.2, File No.

10-37 Amendment No.

1 to Credit Agreement, dated as of October 19, 2018, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, the banks and the fronting banks identified therein (incorporated by reference to FE’s Form 10-K filed February 19, 2019, Exhibit 10-40, File No.

10-38 Waiver and Amendment No.

2 to Credit Agreement, dated as of November 17, 2020, among FirstEnergy Transmi ssion, LLC , American Transmission Syst ems, Incorporated, Mid-Atlantic Interstate Transmi ssion, LLC and Trans-Allegheny Interstate Line Company , as borrowers, and PNC Bank, National Association , as administrative agent, and the lenders identified therein (incorporated by reference to FE’s Form 10- Q filed November 19, 2020, Exhibit 10.

(A) 10-39 Amendment No.

3 to Credit Agreement, dated as of January 15, 2021, to Credit Agreement, among FirstEnergy Transmission, LLC, American Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company, as borrowers, and PNC Bank, National Association, as administrative agent, and the lenders identified therein.

10-40 Amendment No.

10-36 (B) Amendment No.

2 to FirstEnergy Corp.

5 unchanged sentences

10-39 (B) Form of 2018-2020 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-K filed February 20, 2018, Exhibit 10-57, File No.

(B) 10-44 Form of 2018 Restricted Stock Award Agreement (incorporated by reference to FE’s Form 10-K filed February 20, 2018, Exhibit 10-58, File No.

(B) 10-45 FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Plan, effective December 1, 2016 (incorporated by reference to FE’s Form 10-Q filed April 23, 2018, Exhibit 10.7, File No.

(B) 10-46 Amendment to FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Plan, effective March 23, 2017 (incorporated by reference to FE’s Form 10-Q filed April 23, 2018, Exhibit 10.8, File No.

(B) 10-47 Second Amendment to FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Plan, effective December 1, 2017 (incorporated by reference to FE’s Form 10-Q filed April 23, 2018, Exhibit 10.9, File No.

(B) 10-48 Form of FirstEnergy Nuclear Operating Company 2016 Key Employee Retention Agreement (incorporated by reference to FE’s Form 10-Q filed April 23, 2018, Exhibit 10.10, File No.

10-40 (B) Form of 2018-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed April 23, 2018, Exhibit 10.12, File No.

(B) 10-50 Executive Voluntary Enhanced Retirement Program (incorporated by reference to FE’s Form 8-K filed July 23, 2018, Exhibit 10.1, File No.

10-51 Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad Hoc 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.

10-41 (B) FirstEnergy Solutions Corp.

2 unchanged sentences

10-43 (B) Form of 2019-2021 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2019, Exhibit 10.3, File No.333-21011).

(B) 10-55 Form of 2019 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2019, Exhibit 10.4, File No.333-21011).

10-44 Consent and Waiver to the Settlement Agreement, dated April 18, 2019, by and among the Debtors and the FE Non-Debtor Parties (incorporated by reference to FE's Form 10-Q filed April 23, 2019, Exhibit 10.1, File No.333-21011).

10-45 First Amendment to Settlement Agreement dated November 21, 2019, by and among the Debtors, FE Non-Debtor Parties, Ad Hoc Noteholders Group, Bruce Mansfield Certificateholders Group, and the Committee (incorporated by reference to FE’s Form 8-K filed November 26, 2019, Exhibit 10.1, File No.

(B) 10-58 Form of 20 20 -202 2 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 20 20 , Exhibit 10.

1 , File No.333-21011).

(B) 10-59 Form of 20 20 -202 2 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 20 20 , Exhibit 10.

2 , File No.333-21011).

(B) 10-60 Form of 20 20 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 20 20 , Exhibit 10.

3 , File No.333-21011).

(B) 10-61 F i rstEnergy Corp.

2020 Incentive Compensation Plan (incorporated by reference to FE's Form 8 - K filed May 2 0 , 2020, Exhibit 10.

1 , File No.333-21011).

10-46 (B) Form of 2020-2022 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2020, Exhibit 10.1, File No.333-21011).

10-47 (B) Form of 2020-2022 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2020, Exhibit 10.2, File No.333-21011).

10-48 (B) Form of 2020 Restricted Stock Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2020, Exhibit 10.3, File No.333-21011).

10-49 (B) FirstEnergy Corp.

2020 Incentive Compensation Plan (incorporated by reference to FE's Form 8-K filed May 20, 2020, Exhibit 10.1, File No.333-21011).

10-50 (B) Form of 2021-2023 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.1, File No.

10-51 (B) Form of 2021-2023 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.2, File No.

10-52 (B) Form of Restricted Stock Award Agreement (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.3, File No.

10-53 (B) Voluntary Retirement Agreement with Gary D.

Benz (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.4, File No.

10-54 (B) Restricted Stock Award Agreement to John W.

Somerhalder II (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 10.5, File No.

14 Code of Business Conduct and Ethics (incorporated by reference to FE’s Form 10-Q filed July 22, 2021, Exhibit 14.1, File No.

(A) 21 List of Subsidiaries of the Registrant at December 31, 2021.

(A) 23 Consent of Independent Registered Public Accounting Firm.

(A) 31-1 Certification of acting chief executive officer, pursuant to Rule 13a-14(a).

(A) 31-1 Certification of chief executive officer, pursuant to Rule 13a-14(a).

(A) 31-2 Certification of chief financial officer, pursuant to Rule 13a-14(a).

(A) 32 Certification of acting chief executive officer and chief financial officer, pursuant to 18 U.S.C.

(A) 32 Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C.

101 The following materials from the Annual Report on Form 10-K for FirstEnergy Corp.

9 unchanged sentences

/s/ Steven E.

President and Acting Chief Executive Officer

President and Chief Executive Officer

February 16, 2022

1 unchanged sentence

/s/ Steven E.

President and Acting Chief Executive Officer

President and Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Donald T.

(Non-Executive Chairman of Board)

Misheff /s/ John W.

Somerhalder II

Misheff John W.

Somerhalder II

Director Director

(Non-Executive Chairman of Board) (Vice Chair and Executive Director)

Jon Taylor /s/ Jason J.

Jon Taylor Jason J.

Senior Vice President and Chief Financial Officer Vice President, Controller and Chief Accounting Officer

Senior Vice President, Chief Financial Officer and Strategy Vice President, Controller and Chief Accounting Officer

(Principal Financial Officer) (Principal Accounting Officer)

/s/ Michael J.

Anderson /s/ Christopher D.

Anderson Christopher D.

Anderson /s/ James F.

Anderson James F.

Director Director

/s/ Steven J.

Demetriou /s/ Sandra Pianalto

Demetriou Sandra Pianalto

Demetriou /s/ Christopher D.

Demetriou Christopher D.

Director Director

Johnson /s/ Luis A.

Johnson Luis A.

/s/ Lisa Winston Hicks /s/ Luis A.

Lisa Winston Hicks Luis A.

Director Director

/s/ Thomas N.

Mitchell /s/ Leslie M.

Mitchell Leslie M.

Johnson /s/ Andrew Teno

Johnson Andrew Teno

Director Director

/s/ Paul Kaleta /s/ Leslie M.

Paul Kaleta Leslie M.

Director Director

Lynn /s/ Melvin D.

Lynn Melvin D.

Director Director

/s/ Thomas N.

February 16, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures