What changed in this filing

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Item 1. Business

2024-02-13 compared with 2023-02-13 · 134 added, 148 removed, 138 unchanged (67% of the section changed)

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FE and its subsidiaries are principally involved in the transmission, distribution, and generation of electricity.

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

FirstEnergy’s transmission operations include over 24,000 miles of transmission lines and two regional transmission operation centers.

FirstEnergy’s utility 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.

FirstEnergy’s transmission operations include more than 24,000 miles of transmission lines and two regional transmission operation centers.

AGC and MP control 3,580 MWs of total capacity.

FirstEnergy’s revenues are primarily derived from electric service provided by the Utilities and Transmission Companies.

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.

Regulated Utility Operating Subsidiaries

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

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

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

The area it serves has a population of approximately 2.4 million.

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

Penn furnishes electric service to communities in western Pennsylvania.

The area it serves has a population of approximately 0.4 million.

CEI does business as an electric public utility in Ohio.

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

The area it serves has a population of approximately 1.7 million.

TE does business as an electric public utility in Ohio.

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

The area it serves has a population of approximately 0.7 million.

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

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

The area it serves has a population of approximately 2.9 million.

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

ME provides distribution services in eastern and south central Pennsylvania.

The area it serves has a population of approximately 1.3 million.

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

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

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

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

PE owns property and does business as an electric public utility in Maryland, Virginia, and West Virginia.

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

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

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

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

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

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

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

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

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

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

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

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

OE has 1,056 employees and serves an area that has a population of approximately 2.3 million.

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

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

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

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

CEI has 829 employees and serves an area that has a population of approximately 1.6 million.

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

TE has 328 employees and serves an area that has a population of approximately 0.7 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 $4.2 billion.

JCP&L has 1,328 employees and serves an area that has a population of approximately 2.8 million.

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

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

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

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

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

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

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

PE has 512 employees and serves an area that has a population of approximately 1.0 million.

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.

MP is contractually obligated to provide power to PE to meet its load obligations in West Virginia.

MP owns or contractually controls 3,580 MWs of generation capacity that is supplied to its electric utility business, including a 16.25% undivided interest in the Bath County pumped-storage hydroelectric generation facility in Virginia (487 MWs) through its wholly owned subsidiary AGC.

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

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

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

FirstEnergy is proceeding with the consolidation of the Pennsylvania Companies into a new, single operating entity.

The PA Consolidation will require, among other steps:

(a) the transfer of certain Pennsylvania-based transmission assets owned by WP to KATCo, (b) the transfer of Class B equity interests of MAIT currently held by PN and ME to FE (and ultimately transferred to FET as part of the FET Minority Equity Interest Sale), (c) the formation of PA NewCo and (d) the merger of each of the Pennsylvania Companies with and into PA NewCo, with PA NewCo surviving such mergers as the successor-in-interest to all assets and liabilities of the Pennsylvania Companies.

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

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

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

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

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

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

Regulated Transmission Operating Subsidiaries

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On February 2, 2023, FE, along with FET, entered into the FET P&SA II with Brookfield and the Brookfield Guarantors, pursuant to which FE agreed to sell to Brookfield at the closing, and Brookfield agreed to purchase from FE, an incremental 30% equity interest in FET for a purchase price of $3.5 billion.

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

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

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 FERC and certain state utility commissions, and completion of review by the CFIUS.

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

The FET Minority Equity Interest Sale is expected to close by early 2024.

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

ATSI owns high-voltage transmission facilities in PJM, which consist of approximately 7,900 circuit miles of transmission lines with nominal voltages of 345 kV, 138 kV and 69 kV in Ohio and Pennsylvania.

TrAIL owns high-voltage transmission facilities in PJM, which consists of approximately 260 circuit miles of transmission lines, including a 500 kV transmission line extending approximately 150 miles from southwestern Pennsylvania through West Virginia to a point of interconnection with VEPCO in northern Virginia.

MAIT owns high-voltage transmission facilities in PJM, which consist of approximately 4,300 circuit miles of transmission lines with nominal voltages of 500 kV, 345 kV, 230 kV, 138 kV, 115 kV, 69 kV and 46 kV in Pennsylvania.

KATCo was formed to accommodate new transmission construction in the WP, MP and PE footprint and currently does not own or operate any transmission assets.

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.

Service Company

FESC provides legal, financial, and other corporate support services at cost, in accordance with its cost allocation manual, to affiliated FirstEnergy companies.

FESC 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.

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 ten utility operating companies, serving approximately six million customers within 65,000 square miles of Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York, and purchases power for its POLR, SOS, SSO and default service requirements in Ohio, Pennsylvania, New Jersey, and Maryland.

The 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.

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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.

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

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

The segment's revenues are derived from 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.

The segment's results also reflect the net transmission expenses related to the delivery of electricity on FirstEnergy's transmission facilities.

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

The transaction closed on May 31, 2022.

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

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

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

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

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

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

The FET Minority Equity Interest Sale is expected to close by early 2024.

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

Corporate/Other reflects corporate support and other costs not charged or attributable to the Utilities or Transmission Companies, including FE's retained Pension and OPEB assets and liabilities of the FES Debtors, interest expense on FE’s holding company debt and other investments or businesses that do not constitute an operating segment.

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.

Corporate/Other reflects corporate support and other costs not charged or attributable to the Utilities or Transmission Companies, including FE's retained Pension and OPEB assets and liabilities of 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.

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, representing AE Supply's OVEC capacity entitlement, was also included in Corporate/Other for segment reporting.

As of December 31, 2022, Corporate/Other had approximately $5.4 billion of FE holding company debt.

Utility Regulation

As of December 31, 2023, Corporate/Other had approximately $7.1 billion of external FE holding company debt.

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;

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

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

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

Regulatory Accounting

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

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

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

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

Without the probability of such authorization, costs currently recorded as regulatory assets and regulatory liabilities would have been charged or credited to income as incurred.

All regulatory assets and liabilities are expected to be recovered from or returned to customers.

Based on current ratemaking procedures, the Utilities and the Transmission Companies continue to collect cost-based rates for their transmission and distribution services;

Based on current ratemaking procedures, the Utilities and the Transmission Companies continue to collect cost-based rates for their distribution and transmission services;

accordingly, it is appropriate that the Utilities and the Transmission Companies continue the application of regulatory accounting to those operations.

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State Regulation

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

The following table summarizes the allowed regulated distribution ROE and the aggregate actual ROE of the Utilities by state as determined for regulatory purposes as of December 31, 2023:

State Allowed ROE Actual ROE

Maryland 9.5% 4.7%

9.6% settled 4.1% (1)

Ohio 10.5% 5.8%

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West Virginia Settled (2)

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

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

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

ROEs may not tie to upcoming rate filings due to items such as updated allocators, taxes, and adjustments.

(2) Commission-approved settlement agreements did not disclose ROE rates.

(1) As updated in pending rate case.

(2) Commission-approved settlement agreement did not disclose ROE rates.

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

See "Outlook - State Regulation" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information and discussion.

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See "Capital Resources and Liquidity" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information and discussion.

FirstEnergy has continued to experience supply chain challenges due to economic conditions following the global pandemic.

Lead times continue to increase across numerous material categories, with some as much as doubling from pre-pandemic lead times.

Suppliers continue to struggle with labor shortages and raw material availability, which, along with inflationary pressure, have increased the costs and decreased the availability of certain materials, equipment and contractors.

Post-pandemic economic conditions have increased supply chain lead times across numerous material categories, with some as much as tripling from pre-pandemic lead times.

Several key suppliers have struggled with labor shortages and raw material availability, which along with inflationary pressures, have increased costs and decreased the availability of certain materials, equipment, and contractors.

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

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

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

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• Evaluating substitute products, reserving production capacity, and buying ahead in targeted categories;

• Staying updated by participating in discussions with other utilities through EEI, which has a long history of mutual assistance in the electric utility industry.

• Participating in discussions and initiatives with other utilities through EEI, which has a long history of mutual assistance in the electric utility industry.

Default Service

Certain of the Utilities have default service obligations to provide power to non-shopping customers who have elected to continue to receive service under regulated retail tariffs.

The volume of these sales can vary depending on the level of shopping that occurs and these default service plans vary by state and by service territory.

These default service plans vary by state and service territory, and volume of sales can vary depending on the level of shopping that occurs.

JCP&L’s default service, or BGS supply, is secured through a statewide competitive procurement process approved by the NJBPU.

Default service for the Ohio Companies, Pennsylvania Companies and PE's Maryland jurisdiction are provided through a competitive procurement process approved by the PUCO (under ESP IV), PPUC (under the DSP) and MDPSC (under the SOS), respectively.

If any supplier fails to deliver power to any one of those Utilities’ service areas, the Utility serving that area may need to procure the required power in the market in their role as the default Load Serving Entity.

West Virginia electric generation continues to be regulated by the WVPSC.

MP currently has coal contracts with various terms to purchase approximately 7.4 million tons of coal for the year 2023, which, along with its 2022 year-end inventory levels, accounts for nearly all of its forecasted 2023 coal requirements.

MP currently has coal contracts with various terms to purchase approximately 6.1 million tons of coal for the year 2024, which, along with its 2023 year-end inventory levels, accounts for all of its forecasted 2024 coal requirements.

MP has the ability to acquire additional tonnage through options available in its current contracts, as well as purchases through the spot market.

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The maximum hourly demand for each of the Utilities was:

For the Years Ended December 31,

System Demand 2023 2022 2021

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Regional Reliability

All of FirstEnergy's facilities are located within PJM and operate under the reliability oversight of a regional entity known as RFC.

All of FirstEnergy's facilities are located within the PJM Region and operate under the reliability oversight of a regional entity known as RFC.

This regional entity operates under the oversight of NERC in accordance with a delegation agreement approved by FERC.

Within FirstEnergy’s Regulated Distribution segment, generally there is no competition for electric distribution service in the Utilities’ respective service territories in Ohio, Pennsylvania, West Virginia, Maryland, New Jersey and New York.

Additionally, there has traditionally been no competition for transmission service in PJM.

Additionally, there has traditionally been no competition for transmission service in the PJM Region.

However, pursuant to FERC’s Order No.

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Accordingly, FirstEnergy’s annual results of operations and liquidity position may depend disproportionately on its operating performance during the summer and winter.

Mild weather conditions may result in lower power sales and consequently lower revenue and earnings.

Mild weather conditions may result in lower power sales and consequently lower revenue, earnings and cash flow.

Human Capital

FirstEnergy focuses on a number of human capital resources, measures and objectives in managing its business, including:

integrity, safety, diversity, equity and inclusion, workplace flexibility, employee development and compensation and benefits.

During 2022, the company continued to enhance its dedicated focus on employees by providing employees with additional opportunities to improve belonging, inclusion and engagement within our workforce.

Collectively, these focus areas may be material to understanding its business under certain circumstances.

integrity, safety, DEI, workplace flexibility, employee development and compensation and benefits.

During 2023, FirstEnergy continued to enhance its dedicated focus on employees by providing employees with additional opportunities to improve belonging, inclusion and engagement within our workforce.

Employees and Collective Bargaining Agreements

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Total 12,042 5,096

As of December 31, 2022, the IBEW, the UWUA and the OPEIU unions collectively represented approximately half of FirstEnergy’s employees.

(1) On January 1, 2024, employees of the Pennsylvania Companies became employees of FE PA as discussed further above.

As of December 31, 2023, the IBEW, the UWUA and the OPEIU unions collectively represented approximately 45% of FirstEnergy’s employees.

There are 15 collective bargaining agreements between FirstEnergy’s subsidiaries and its unions, which have three, four or five-year terms.

In 2022, FirstEnergy’s subsidiaries reached new agreements with 3 IBEW locals, covering 620 employees, and 3 UWUA locals, covering 945 employees.

In 2023, FirstEnergy’s subsidiaries reached new agreements with two IBEW locals, covering 482 employees, and one UWUA local, covering 821 employees.

Additionally, in 2023, FirstEnergy’s subsidiaries extended the agreements of two IBEW locals, covering 263 employees and five UWUA locals, covering 1,305 employees.

Safety is a core value of FirstEnergy.

FirstEnergy employees have the power and responsibility to keep each other safe and eliminate life-changing events, which are injuries that have life-changing impacts or fatal results.

Safety metrics, such as injuries that result in days away or restricted time and life-changing events, are regularly monitored, internally reported, and are included in our annual incentive compensation program to reinforce that a safe work environment is crucial to FirstEnergy’s success.

FirstEnergy has shifted its focus from achieving low OSHA rates to proactively identifying and mitigating life-changing event exposure.

This shift in focus strengthens FirstEnergy’s safety-first culture by aligning our leadership around the same goal and driving safer decisions from an engaged workforce who puts safety first.

Safety metrics, such as injuries that result in days away or restricted time and life-changing events, are regularly monitored, internally reported, and are included in the annual incentive compensation program to reinforce that a safe work environment is crucial to FirstEnergy’s success.

FirstEnergy continues to focus on mitigating life-changing event exposure to strengthen FirstEnergy’s safety-first culture and drive safer decisions from an engaged workforce who puts safety first.

FirstEnergy continues to embed its "Leading with Safety" learnings and experiences and continues to enhance and reinforce leader and employee safety training and exposure control concepts to improve job site exposure identification, communication and mitigation to prevent life changing events.

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FirstEnergy is focused on building a diverse workforce for the future, advancing a culture of equity, inclusion and belonging, and enhancing our diversity focus with our customers, in our communities and with our suppliers.

Affirmative steps taken at FirstEnergy to promote the core value of diversity, equity and inclusion include:

• FirstEnergy sponsors an executive diversity, equity and inclusion council consisting of senior management and other leaders across the company;

• Recently developed FirstEnergy Utilities Operations DEI Council focused on DEI related strategy and initiatives specific to operations employees including a large represented physical work group;

• Holding an annual “Employee Engagement Survey” to capture employees’ perspectives on their work experience and progress toward embracing a more inclusive culture.

Affirmative steps taken at FirstEnergy to promote the core value of DEI include:

• FirstEnergy sponsors an executive DEI council consisting of senior management and other leaders across the company;

• Conducted “Employee Engagement Survey” to capture employees’ perspectives on their work experience and progress toward embracing a more inclusive culture.

The survey results are discussed with employees in order to drive initiatives and action plans for improvement.

This includes establishing:

▪ a cross-functional working group to oversee the development and implementation of diversity, equity and inclusion action plans company-wide;

▪ additional teams of employees embedded throughout FirstEnergy to implement local actions supporting diversity, equity and inclusion;

• FirstEnergy’s employees have established multiple employee business resource groups, known as "EBRGs," to further support diversity, equity and inclusion objectives through networking, mentoring, coaching, recruiting, development and community outreach;

• Employees are provided ongoing training and education on a variety of diversity, equity and inclusion topics;

• Enhanced transparency of diversity, equity and inclusion data, talent processes and measurement of progress;

• FirstEnergy has enhanced the recruiting processes to increase the number of diverse candidates considered for open positions and expand the diversity of teams interviewing those candidates.

This includes:

• a cross-functional working group to oversee the development and implementation of DEI action plans company-wide;

• additional teams of employees embedded throughout FirstEnergy to implement local actions supporting DEI;

• FirstEnergy’s employees have established multiple employee business resource groups, known as "EBRGs," to further support DEI objectives through networking, mentoring, coaching, recruiting, development and community outreach;

• Employees are provided ongoing training and education on a variety of DEI topics;

• Enhanced transparency of DEI data, and talent processes;

• Enhancements to the recruiting processes to increase the number of diverse candidates considered for open positions and expand the diversity of teams interviewing those candidates.

These enhancements include:

▪ expanded relationship building with key diverse professional organizations, colleges and universities;

▪ a more strategic approach to proactive talent sourcing that ensures increased diversity of candidate slates presented to hiring managers;

▪ expanded relationship building with key diverse professional organizations, colleges and universities through the FirstEnergy Ambassador Network;

▪ a more strategic approach to proactive talent sourcing in an effort to increase diversity of candidate slates presented to hiring managers;

▪ expanded diversity of teams interviewing those candidates.

• Increase leadership accountability by including diversity, equity and inclusion metrics in FirstEnergy’s annual incentive compensation program.

• FirstEnergy has increased leadership accountability through the continuation of including DEI metrics in FirstEnergy’s annual incentive compensation program.

Workplace Flexibility

FirstEnergy is committed to supporting employees’ work/life balance by providing flexible work arrangements for many of its employees and encouraging career growth as well as personal balance.

In Fall 2022, FirstEnergy formally adopted guidelines to facilitate flexible work arrangements for eligible full-time and part-time non-bargaining employees.

Flexible work arrangements, like permitting certain employees to work from alternate locations or to begin and end work at variable times, offer a variety of approaches to the way employees work.

In the fall of 2022, FirstEnergy formally adopted guidelines to facilitate flexible work arrangements for eligible full-time and part-time non-bargaining employees.

Flexible work arrangements, such as permitting certain employees to work from alternate locations or to begin and end work at variable times, offer a variety of approaches to the way employees work.

As part of this commitment, FirstEnergy has begun an implementation of a facility optimization strategy, in which we are reducing the number of office buildings based on the number of employees that are mobile and work from home.

These approaches can help employees achieve their priorities and meet customer and business needs while promoting enhanced convenience and balance between work and personal commitments.

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FirstEnergy’s employees are empowered to take ownership of their careers with increased openness into FirstEnergy’s internal and external hiring process and greater availability of tools and processes that support career management, talent reviews, succession planning and leadership selection.

FirstEnergy is committed to preparing its high-performing workforce for the future and helping employees reach their full potential.

That means developing employee skills and competencies and preparing emerging and experienced leaders for future management responsibilities.

Understanding FirstEnergy’s rapidly changing industry and strategy is key to employees’ ability to support FirstEnergy’s mission and meet its customers’ evolving needs.

FirstEnergy is committed to preparing its high-performing workforce for the future and helping employees reach their full potential, which includes developing employee skills and competencies and preparing aspiring, emerging and experienced leaders for future leadership responsibilities.

Understanding FirstEnergy’s rapidly changing industry and strategy is key to its employees’ ability to support FirstEnergy’s mission and meet its customers’ evolving needs.

Key FirstEnergy development programs include:

• a mentoring program;

• new supervisor and manager program;

• new supervisor and manager development program;

• experienced leader program;

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• "Educate to Elevate," which provides access to post-secondary education and a path to both Associate’s and Bachelor’s degrees for employees;

• Power Systems Institute, an award-winning program for recruiting and developing the next generation of highly trained, dedicated and motivated line and substation workers;

• A pilot apprentice line worker program in Ohio and Pennsylvania that was launched in 2022 and designed to address labor shortages in areas where we have had difficulty attracting talent or have experienced higher-than-average attrition rates.

• an apprentice line worker program designed to attract technical entry-level talent to FirstEnergy.

Compensation and Benefits

1 unchanged sentence

The base pay program is designed to provide individual base pay levels that balance an employee’s value to FirstEnergy with comparable jobs at peer companies.

FirstEnergy is committed to ensuring that our internal policies and processes support pay equity, which was confirmed in a third-party review of our practices in 2019 and continues to be part of our normal ongoing process.

Our internal processes ensure pay equity considerations are part of our normal ongoing process.

The annual incentive compensation program is designed to reward the achievement of near-term corporate and business unit objectives.

Additionally, FirstEnergy’s long-term incentive compensation program is designed to reward eligible executives for FirstEnergy’s achievement of longer-term goals intended to drive shareholder value and growth.

In addition to base pay and incentive compensation plans, FirstEnergy offers a comprehensive benefits program, including a 401(k) savings plan and a defined benefit pension plan.

FirstEnergy aims to ensure that its internal policies and processes support pay equity, which was confirmed in a third-party review of practices in 2019 and continues to be part of the normal ongoing process.

The annual incentive compensation program is designed to reward the achievement of near-term corporate and business unit objectives, as well as outstanding individual performance.

Additionally, FirstEnergy’s long-term incentive compensation program is designed to reward eligible leaders for FirstEnergy’s achievement of longer-term goals intended to drive shareholder value and growth.

In addition to base pay and incentive compensation plans, FirstEnergy offers a comprehensive benefits program, including a 401(k) savings plan and a defined benefit pension plan to eligible employees.

Information About Our Executive Officers (as of February 13, 2024)

Name Age Positions Held During Past Five Years Dates

Somerhalder II 67 Interim Chief Executive Officer (A) 2022-Present

(H) Interim President (B) 2022-Present

Vice Chair and Executive Director (A) 2021-2022

CenterPoint Energy Inc, Interim President & Chief Executive Officer 2020

Belcher 54 Senior Vice President, Operations (B) 2021-Present

(I) President (C) (E) 2018-Present

Senior Vice President and President, FirstEnergy Utilities (B) 2018-2021

President and Chief Nuclear Officer (G) *-2018

Tierney 56 President and Chief Executive Officer (A) (B) 2023-Present

Blackstone Infrastructure Partners, Senior Managing Director 2021-2023

AEP, Executive Vice President - Strategy 2021

AEP, Executive Vice President and Chief Financial Officer *-2020

Walker 58 Senior Vice President, Chief Human Resources Officer and Corporate Services (B) 2021-Present

Senior Vice President and Chief Human Resources Officer (B) 2019-2021

Vice President, Human Resources (B) *-2019

Hyun Park 62 Senior Vice President and Chief Legal Officer (A) (B) 2021-Present

2 unchanged sentences

Latham & Watkins, Of Counsel *-2019

Lisowski 42 Vice President, Controller and Chief Accounting Officer (A) (B) *-Present

Vice President and Controller (C) (E) (F) *-Present

Jon Taylor 50 Senior Vice President, Chief Financial Officer and Strategy (A) (B) 2021-Present

Senior Vice President and Chief Financial Officer (C) (E) 2020-Present

Senior Vice President and Chief Financial Officer (C) (E) (F) 2020-Present

Senior Vice President and Chief Financial Officer (A) (B) 2020-2021

3 unchanged sentences

Vice President (C) *-2019

Vice President and Controller (C) (E) *-2018

Vice President, Controller and Chief Accounting Officer (A) (B) *-2018

Lisowski 41 Vice President, Controller and Chief Accounting Officer (A) (B) 2018-Present

Vice President and Controller (C) (E) 2018-Present

Controller and Treasurer (F) (G) *-2018

Walker 57 Senior Vice President, Chief Human Resources Officer and Corporate Services (B) 2021-Present

Senior Vice President and Chief Human Resources Officer (B) 2019-2021

Vice President, Human Resources (B) 2018-2019

Executive Director, Talent Management (B) *-2018

Thomas 52 Chief Operating Officer (A) (B) 2023-Present

AEP, Senior Vice President 2021-2023

Indiana Michigan Power, President and Chief Operating Officer *-2021

Wade Smith 59 President, FirstEnergy Utilities (A) (B) 2023-Present

Puget Sound Energy, Inc., Executive Vice President and Chief Operating Officer 2022-2023

Pacific Gas & Electric, Senior Vice President 2021-2022

AEP, Senior Vice President *-2021

* Indicates position held at least since January 1, 2019

4 unchanged sentences

(E) Denotes position held at MAIT

(F) Denotes position held at FES and FG

(G) Denotes position held at FENOC

(H) Also served as Chair of the FE Board from May 2022 - Present

(I) On January 17, 2023, Samuel L.

Belcher notified FirstEnergy of his intent to retire effective May 1, 2023

(F) Denotes position held at FE PA (1)

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

Upon consolidation, current executive officers of the Pennsylvania Companies were named executive officers of FE PA.

FirstEnergy Website and Other Social Media Sites and Applications

2 unchanged sentences

These SEC filings are posted on the website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

Additionally, FirstEnergy routinely posts additional important information, including press releases, investor presentations, investor factbooks and notices of upcoming events under the "Investors" section of FirstEnergy’s website and recognizes FirstEnergy’s website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD.

Additionally, FirstEnergy routinely posts additional important information, including press releases, investor presentations, investor factbooks and notices of upcoming events under the "Investors" section of FirstEnergy’s website and recognizes FirstEnergy’s website as a channel of distribution to reach public investors and as a means of disclosing (including initially or exclusively) material non-public information for complying with disclosure obligations under Regulation FD.

Investors may be notified of postings to the website by signing up for email alerts and Rich Site Summary feeds on the “Investors” page of FirstEnergy’s website.

FirstEnergy also uses Twitter® and Facebook® as additional channels of distribution to reach public investors and as a supplemental means of disclosing material non-public information for complying with its disclosure obligations under Regulation FD.

Information contained on FirstEnergy’s website, Twitter® handle or Facebook® page, and any corresponding applications of those sites, shall not be deemed incorporated into, or to be part of, this report.

FirstEnergy also uses X (the social networking site formerly known as Twitter®), LinkedIn®, YouTube® and Facebook® as additional channels of distribution to reach public investors and as a supplemental means of disclosing material non-public information for complying with its disclosure obligations under Regulation FD.

Information contained on FirstEnergy’s website, X (the social networking site formerly known as Twitter®) handle, LinkedIn® profile, YouTube® channel or Facebook® page, and any corresponding applications of those sites, shall not be deemed incorporated into, or to be part of, this report.

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 1. Business