FE 10-K Annual Report Dec. 31, 2017 | Alphaminr
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FE 10-K Fiscal year ended Dec. 31, 2017

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FIRSTENERGY CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 15, "regulatory Matters - Ferc Matters," Above,Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(A) 3-1 Amended Articles of Incorporation of FirstEnergy Corp., as amended January 22, 2018. (A) 3-2 FirstEnergy Corp. Amended Code of Regulations, as amended May 17, 2011. 4-2 Officers Certificate relating to $650 million aggregate principal amount of the Companys 2.75% Notes, Series A, due 2018 (the Series A Notes) and $850 million aggregate principal amount of the Companys 4.25% Notes, Series B, due 2023 (the Series B Notes) (incorporated by reference to FEs Form 8-K filed March 5, 2013, Exhibit 4.1, File No. 333-21011). 4-2 (a) Form of Series A Note (incorporated by reference to FEs Form 8-K filed March 5, 2013, Exhibit 4.2, File No. 333-21011). 4-2 (b) Form of Series B Note (incorporated by reference to FEs Form 8-K filed March 5, 2013, Exhibit 4.3, File No. 333-21011). 4-3 Registration Rights Agreement, dated as of December 13, 2016, by and between FirstEnergy Corp. and State Street Bank and Trust Company on behalf of the FirstEnergy System Master Retirement Trust (incorporated by reference to FEs Form 8-K filed December 13, 2016, Exhibit 4.1, File No. 333-21011). 4-4 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 FEs Form 8-K filed December 21, 2016, Exhibit 4.1, File No. 333-21011). 4-4 (a) Form of First Mortgage Bonds, Collateral Series L of 2016 due 2018 (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 4.1(a), File No. 333-21011) (included in Exhibit 4-4). 4-5 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 FEs Form 8-K filed December 21, 2016, Exhibit 4.2, File No. 333-21011). 4-5 (a) Form of First Mortgage Bonds, Collateral Series E of 2016 due 2018 (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 4.2(a), File No. 333-21011) (included in Exhibit 4-5). 4-6 Officers 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 FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). 4-7 Form of 2.85% Note, Series A, due 2022 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). 4-8 Form of 3.90% Note, Series B, due 2027 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). 4-9 Form of 4.85% Note, Series C, due 2047 (incorporated by reference to FEs Form 8-K filed June 21, 2017, Exhibit 4.1, File No. 333-21011). (B) 10-1 FirstEnergy Corp. 2007 Incentive Plan, effective May15, 2007 (incorporated by reference to FEs Form10-K filed February25, 2009, Exhibit10.1, File No.333-21011). (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. 333-21011). (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. 333-21011). (B) 10-4 Form of 2014-2016 Performance Share Award Agreement (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-4 File No. 333-21011). (B) 10-5 Form of 2014-2016 Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-5 File No. 333-21011). (B) 10-6 FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6 File No. 333-21011). (B) 10-7 Amendment No. 1 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011). (B) 10-8 Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8 File No. 333-21011). (B) 10-9 FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9 File No. 333-21011). (B) 10-10 Amendment to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011). (B) 10-11 FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11 File No. 333-21011). 10-13 Consent Decree dated March18, 2005 (incorporated by reference to FEs Form8-K filed March18, 2005, Exhibit10-1, File No. 333-21011). (B) 10-14 Form of Director Indemnification Agreement (incorporated by reference to FEs 10-Q filed May7, 2009, Exhibit10.1, File No.333-21011). (B) 10-15 Form of Management Director Indemnification Agreement (incorporated by reference to FEs 10-Q filed May7, 2009, Exhibit10.2, File No.333-21011). (B) 10-16 Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.2, File No. 21011). (B) 10-17 Amendment No. 1 to Allegheny Energy, Inc. 1998 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-25 File No. 333-21011). (B) 10-18 Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.3, File No. 21011). (B) 10-19 Amendment No. 1 to Allegheny Energy, Inc. 2008 Long-Term Incentive Plan (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-27 File No. 333-21011). (B) 10-20 Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011). (B) 10-21 Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29 File No. 333-21011). (B) 10-22 Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30 File No. 333-21011). (B) 10-23 Form of Officer Indemnification Agreement (incorporated by reference to FE's Form 8-K filed July 23, 2012, Exhibit 10.1, File No. 333-21011). 10-24 Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FEs Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011). (B) 10-25 Form of 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-K filed February 17, 2015, Exhibit 10-47, File No. 333-21011). (B) 10-26 Form of 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-K filed February 17, 2015, Exhibit 10-48, File No. 333-21011). (B) 10-27 Form of Restricted Stock Agreement (incorporated by reference to FEs Form 10-K filed February 17, 2015, Exhibit 10-49, File No. 333-21011). (B) 10-28 FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. 333-21011). (B) 10-29 Performance-Earned Restricted Stock Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James F. Pearson (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.1, File No. 333-21011). (B) 10-30 Performance-Earned Cash Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James H. Lash (incorporated by reference to FE's Form 8-K filed August 7, 2015, Exhibit 10.2, File No. 333-21011). (B) 10-31 FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. 333-21011). (B) 10-32 Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. 333-21011). (B) 10-33 Non-Competition and Non-Disparagement Agreement, entered into by Charles E. Jones, dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.3, File No. 333-21011). (B) 10-34 2015-2017 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement between FirstEnergy Corp. and Anthony J. Alexander, effective March 2, 2015 (incorporated by reference to FE's Form 10-Q filed May 1, 2015, Exhibit 10.1, File No. 333-21011). (B) 10-35 2015-2017 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement between FirstEnergy Corp. and Anthony J. Alexander, effective March 2, 2015 (incorporated by reference to FE's Form 10-Q filed May 1, 2015, Exhibit 10.2, File No. 333-21011). (B) 10-37 Amendment No. 1 to the FirstEnergy Corp. 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. 333-21011). (B) 10-38 Executive Short-Term Incentive Program, effective February 16, 2016 (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-56, File No. 333-21011). (B) 10-39 Form of 2016-2018 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-57, File No. 333-21011). (B) 10-40 Form of 2016-2018 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-K filed February 16, 2016, Exhibit 10-58, File No. 333-21011). (B) 10-41 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. 333-21011). (B) 10-42 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. 333-21011). (B) 10-43 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. 333-21011). (B) 10-44 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. 333-21011). 10-45 Unit Power Agreement, dated as of April 1, 2016, by and among FirstEnergy Solutions Corp., and Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FEs Form 10-Q filed July 28, 2016, Exhibit 10.1, File No. 333-21011). (B) 10-46 Executive Severance Benefits Plan, as amended and restated as of December 20, 2016 (incorporated by reference to FEs Form 8-K filed December 21, 2016, Exhibit 10.1, File No. 333-21011). 10-47 Contribution Agreement, dated December 13, 2016, by and between FirstEnergy Corp. and State Street Bank and Trust Company on behalf of the FirstEnergy System Master Retirement Trust (incorporated by reference to FEs Form 8-K filed December 13, 2016, Exhibit 10.1, File No. 333-21011). 10-48 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 lending banks and swing line lenders identified therein (incorporated by reference to FEs Form 8-K filed December 6, 2016, Exhibit 10.1, File No. 333-21011). 10-49 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 FEs Form 8-K filed December 6, 2016, Exhibit 10.2, File No. 333-21011). 10-50 Term Loan Credit Agreement, dated as of December 6, 2016, among FirstEnergy Corp., the banks named therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to FEs Form 8-K filed December 6, 2016, Exhibit 10.3, File No. 333-21011). 10-51 Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FEs Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 333-21011). (B) 10-52 FirstEnergy Solutions Corp. Replacement 2017 Long-Term Incentive Program (LTIP), effective March 6, 2017 (incorporated by reference to FE's Form 10-Q filed April 27, 2017, Exhibit 10.1, File No. 333-21011). (B) 10-53 Guarantee, dated as of February 21, 2017, by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Cash Balance Pension Restoration Plan (incorporated by reference to FEs Form 10-Q filed July27, 2017, Exhibit10.1, File No. 333-21011). 10-54 Preferred Stock Purchase Agreement, dated January 22, 2018, among FirstEnergy Corp. and the Preferred Investors (incorporated by reference to FEs Form 8-K filed January 22, 2018, Exhibit 10.1, File No. 333-21011). 10-55 Common Stock Purchase Agreement, dated January 22, 2018, among FirstEnergy Corp. and ZP Master Utility Fund, Ltd., P Zimmer, Ltd., ZP Energy Fund, L.P. and ZP Master Energy Fund, L.P. (incorporated by reference to FEs Form 8-K filed January 22, 2018, Exhibit 10.2, File No. 333-21011). (A) (B) 10-56 Form of 2018-2020 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement. (A) (B) 10-57 Form of 2018-2020 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement. (A) (B) 10-58 Form of 2018 Restricted Stock Award Agreement. (A) 12 Consolidated ratios of earnings to fixed charges. (A) 21 List of Subsidiaries of the Registrant at December31, 2017. (A) 23 Consent of Independent Registered Public Accounting Firm. (A) 31-1 Certification of chief executive officer, pursuant to Rule13a-14(a). (A) 31-2 Certification of chief financial officer, pursuant to Rule13a-14(a). (A) 32 Certification of chief executive officer and chief financial officer, pursuant to 18 U.S.C. 1350. 3-1 Articles of Incorporation of FirstEnergy Solutions Corp., as amended August31, 2001 (incorporated by reference to FES Form S-4 filed August6, 2007, Exhibit3.2, File No.333-145140-01). 3-2 Amended and Restated Code of Regulations of FirstEnergy Solutions Corp., dated as of March 31, 2017 (incorporated by reference to FES Form8-K filed April 6, 2017, Exhibit3.1, File No. 000-53742). 4-1 Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June19, 2008, of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) to The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to FES 10-Q filed May7, 2009, Exhibit4.1, File No. 333-145140-01). 4-1 (a) First Supplemental Indenture dated as of June25, 2008 (including Form of First Mortgage Bonds, Guarantee SeriesA of 2008 due 2009 and Formof First Mortgage Bonds, Guarantee SeriesB of 2008 due 2009) (incorporated by reference to FES 10-Q filed May7, 2009, Exhibit4.1(a), File No. 333-145140-01). 4-1 (b) Second Supplemental Indenture dated as of March1, 2009 (including Form of First Mortgage Bonds, Guarantee SeriesA of 2009 due 2014 and Form of First Mortgage Bonds, Guarantee SeriesB of 2009 due 2023) (incorporated by reference to FES 10-Q filed May7, 2009, Exhibit4.1(b), File No.333-145140-01). 4-1 (c) Third Supplemental Indenture dated as of March31, 2009 (including Form of First Mortgage Bonds, Collateral SeriesA of 2009 due 2011) (incorporated by reference to FES 10-Q filed May7, 2009, Exhibit4.1(c), File No.333-145140-01). 4-1 (d) Fourth Supplemental Indenture, dated as of June15, 2009 (including Form of First Mortgage Bonds, Guarantee SeriesC of 2009 due 2018, Form of First Mortgage Bonds, Guarantee SeriesD of 2009 due 2029, Form of First Mortgage Bonds, Guarantee SeriesE of 2009 due 2029, Form of First Mortgage Bonds, Collateral SeriesB of 2009 due 2011 and Form of First Mortgage Bonds, Collateral SeriesC of 2009 due 2011) (incorporated by reference to FES Form8-K filed June19, 2009, Exhibit4.3, File No.333-145140-01). 4-1 (e) Fifth Supplemental Indenture, dated as of June30, 2009 (including Form of First Mortgage Bonds, Guarantee SeriesF of 2009 due 2047, Form of First Mortgage Bonds, Guarantee SeriesG of 2009 due 2018 and Form of First Mortgage Bonds, Guarantee SeriesH of 2009 due 2018) (incorporated by reference to FES Form8-K filed July6, 2009, Exhibit4.2, File No.333-145140-01). 4-1 (f) Sixth Supplemental Indenture, dated as of December1, 2009 (including Form of First Mortgage Bonds, Collateral SeriesD of 2009 due 2012) (incorporated by reference to FES Form8-K filed December4, 2009, Exhibit4.2, File No.000-53742). 4-1 (g) Seventh Supplemental Indenture dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series D of 2009 due 2012) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.1(g), File No. 000-53742). 4-2 Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June1, 2009, by and between FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to FES Form8-K filed June19, 2009, Exhibit4.1, File No.333-145140-01). 4-2 (a) First Supplemental Indenture, dated as of June15, 2009 (including Form of First Mortgage Bonds, Guarantee SeriesA of 2009 due 2033, Form of First Mortgage Bonds, Guarantee SeriesB of 2009 due 2011, Form of First Mortgage Bonds, Collateral SeriesA of 2009 due 2010, Form of First Mortgage Bonds, Collateral SeriesB of 2009 due 2010, Form of First Mortgage Bonds, Collateral SeriesC of 2009 due 2010, Form of First Mortgage Bonds, Collateral SeriesD of 2009 due 2010, Form of First Mortgage Bonds, Collateral SeriesE of 2009 due 2010, Form of First Mortgage Bonds, Collateral SeriesF of 2009 due 2011 and Form of First Mortgage Bonds, Collateral SeriesG of 2009 due 2011) (incorporated by reference to FES Form8-K filed June19, 2009, Exhibit4.2(i), File No.333-145140-01). 4-2 (b) Second Supplemental Indenture, dated as of June30, 2009 (including Form of First Mortgage Bonds, Guarantee SeriesC of 2009 due 2033, Form of First Mortgage Bonds, Guarantee SeriesD of 2009 due 2033, Form of First Mortgage Bonds, Guarantee SeriesE of 2009 due 2033, Form of First Mortgage Bonds, Collateral SeriesH of 2009 due 2011, Form of First Mortgage Bonds, Collateral SeriesI of 2009 due 2011 and Form of First Mortgage Bonds, Collateral SeriesJ of 2009 due 2010) (incorporated by reference to FES Form8-K filed July6, 2009, Exhibit4.1, File No.333-145140-01). 4-2 (c) Third Supplemental Indenture, dated as of December1, 2009 (including Form of First Mortgage Bonds, Collateral SeriesK of 2009 due 2012) (incorporated by reference to FES Form8-K filed December4, 2009, Exhibit4.1, File No.000-53742). 4-2 (d) Fourth Supplemental Indenture, dated as of February 14, 2012 (including Form of First Mortgage Bonds, Collateral Series K of 2009 due 2012) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 4.2(d), File No. 000-53742). 4-3 Indenture, dated as of August1, 2009, between FirstEnergy Solutions Corp. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to FES Form8-K filed August7, 2009, Exhibit4.1, File No.000-53742). 4-3 (a) First Supplemental Indenture, dated as of August1, 2009 (including Form of 4.80% Senior Notes due 2015, Form of 6.05% Senior Notes due 2021 and Form of 6.80% Senior Notes due 2039) (incorporated by reference to FES Form8-K filed August7, 2009, Exhibit4.2, File No.000-53742). 4-4 Fifth Supplemental Indenture, dated as of August 15, 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 FES Form 8-K filed August 18, 2016, Exhibit 4.1, File No. 000-53742). 4-4 (a) Form of First Mortgage Bonds, Guarantee Series F of 2016 due 2035 (incorporated by reference to FES Form 8-K filed August 18, 2016, Exhibit 4.1(a), File No. 000-53742) (included in Exhibit 4-4). 4-4 (b) Form of First Mortgage Bonds, Guarantee Series G of 2016 due 2033 (incorporated by reference to FES Form 8-K filed August 18, 2016, Exhibit 4.1(b), File No. 000-53742) (included in Exhibit 4-4). 4-5 Eighth Supplemental Indenture, dated as of August 15, 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 FES Form 8-K filed August 18, 2016, Exhibit 4.2, File No. 000-53742). 4-5 (a) Form of First Mortgage Bonds, Guarantee Series I of 2016 due 2028 (incorporated by reference to FES Form 8-K filed August 18, 2016, Exhibit 4.2(a), File No. 000-53742) (included in Exhibit 4-5). 4-5 (b) Form of First Mortgage Bonds, Guarantee Series J of 2016 due 2029 (incorporated by reference to FES Form 8-K filed August 18, 2016, Exhibit 4.2(b), File No. 000-53742) (included in Exhibit 4-5). 4-5 (c) Form of First Mortgage Bonds, Guarantee Series K of 2016 due 2047 (incorporated by reference to FES Form 8-K filed August 18, 2016, Exhibit 4.2(c), File No. 000-53742) (included in Exhibit 4-5). 4-5 (d) Form of First Mortgage Bonds, Guarantee Series L of 2016 due 2028 (incorporated by reference to FES Form 8-K filed August 18, 2016, Exhibit 4.2(d), File No. 000-53742) (included in Exhibit 4-5). 4-6 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 FES Form 8-K filed December 21, 2016, Exhibit 4.1, File No. 000-53742). 4-6 (a) Form of First Mortgage Bonds, Collateral Series L of 2016 due 2018 (incorporated by reference to FES Form 8-K filed December 21, 2016, Exhibit 4.1(a), File No. 000-53742) (included in Exhibit 4-6). 4-7 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 FES Form 8-K filed December 21, 2016, Exhibit 4.2, File No. 000-53742). 4-7 (a) Form of First Mortgage Bonds, Collateral Series E of 2016 due 2018 (incorporated by reference to FES Form 8-K filed December 21, 2016, Exhibit 4.2(a), File No. 000-53742) (included in Exhibit 4-7). 10-1 Form of 6.85% Exchange Certificate due 2034 (incorporated by reference to FES FormS-4 filed August6, 2007, Exhibit4.1, File No.333-145140-01). 10-2 Guaranty of FirstEnergy Solutions Corp., dated as of July1, 2007 (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-9, File No.333-21011). 10-3 Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July1, 2007, between the applicable Lessor and The Bank of New York Trust Company, N.A., as Indenture Trustee (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-3, File No.333-21011). 10-4 6.85% Lessor Note due 2034 (incorporated by reference to FEs Form 8-K/A filed August2, 2007, Exhibit10-3, File No.333-21011). 10-5 Participation Agreement, dated as of June26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), as Lessee, FirstEnergy Solutions Corp., as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-1, File No.333-21011). 10-6 Trust Agreement, dated as of June26, 2007, between the applicable Owner Participant and U.S. Bank Trust National Association, as Owner Trustee (incorporated by reference to FEs Form8-K/A filed August 2, 2007, Exhibit10-2, File No.333-21011). 10-7 Pass Through Trust Agreement, dated as of June26, 2007, among FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), FirstEnergy Solutions Corp., and The Bank of New York Trust Company, N.A., as Pass Through Trustee (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-12, File No.333-21011). 10-8 Bill of Sale and Transfer, dated as of July1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-5, File No.333-21011). 10-9 Facility Lease Agreement, dated as of July1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-6, File No.333-21011). 10-10 Site Lease, dated as of July1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-7, File No.333-21011). 10-11 Site Sublease, dated as of July1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-8, File No.333-21011). 10-12 Support Agreement, dated as of July1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) and the applicable Lessor (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-10, File No.333-21011). 10-13 Second Amendment to the Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of July1, 2007, between FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FEs Form8-K/A filed August2, 2007, Exhibit10-11, File No.333-21011). 10-14 Guaranty, dated as of March26, 2007, by FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES FormS-4/A filed August20, 2007, Exhibit 10.39, File No.333-145140-01). 10-15 Guaranty, dated as of March26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES FormS-4/A filed August20, 2007, Exhibit 10.40, File No.333-145140-01). 10-16 Guaranty, dated as of March26, 2007, by FirstEnergy Solutions Corp. on behalf of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES FormS-4/A filed August20, 2007, Exhibit10.41, File No.333-145140-01). 10-17 Guaranty, dated as of March26, 2007, by FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) on behalf of FirstEnergy Solutions Corp. (incorporated by reference to FES FormS-4/A filed August20, 2007, Exhibit10.42, File No.333-145140-01). (B) 10-18 Form of Trust Indenture dated as of December1, 2005 between Ohio Water Development Authority and JP Morgan Trust Company, as Trustee, related to issuance of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) pollution control revenue refunding bonds (incorporated by reference to FEs Form10-K filed March2, 2006, Exhibit10-59, File No.333-21011). (B) 10-19 Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December1, 2005 (incorporated by reference to FEs Form10-K filed March 2, 2006, Exhibit10-63, File No.333-21011). (C) 10-20 Form of Trust Indenture dated as of April1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FEs Form10-Q filed May9, 2006, Exhibit10-3, File No.333-21011). (C) 10-21 Form of Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) dated as of April1, 2006 (incorporated by reference to FEs Form10-Q filed May9, 2006, Exhibit10-4, File No. 333-21011). (D) 10-22 Form of Trust Indenture dated as of December1, 2006 between the Ohio Water Development Authority and The Bank of New York Trust Company, N.A. as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project) (incorporated by reference to FEs Form10-K filed February28, 2007, Exhibit10-77, File No.333-21011). (D) 10-23 Form of Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) dated as of December 1, 2006 (incorporated by reference to FEs Form10-K filed February28, 2007, Exhibit10-80, File No.333-21011). (B) 10-24 First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Water Development Authority, as issuer, and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.1, File No. 000-53742). (B) 10-25 First Amendment to Loan Agreement, dated as of February 14, 2012, between the Ohio Air Quality Development Authority, as issuer, and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES' Form 10-Q filed May 1, 2012, Exhibit 10.2, File No. 000-53742). 10-26 First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of April 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A. as Trustee securing pollution control revenue refunding bonds issued on behalf of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (FirstEnergy Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Generation, LLC (incorporated by reference to FES Form 10-Q filed August 7, 2012, Exhibit 10.1, File No. 000-53742). 10-27 First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.), dated as of April 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Generation, LLC (f/k/a FirstEnergy Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.2, File No. 000-53742). 10-28 First Supplemental Trust Indenture, dated April 2, 2012, supplementing and amending that certain Trust Indenture dated as of December 1, 2006 between the Ohio Water Development Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee securing State of Ohio Pollution Control Revenue Refunding Bonds (FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.)) (FirstEnergy Nuclear Generation Project), which trust indenture, as amended, is substantially similar to various other PCRB trust indentures of FirstEnergy Nuclear Generation, LLC (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.3, File No. 000-53742). 10-29 First Amendment to Loan Agreement dated April 2, 2012, amending the Waste Water Facilities and Solid Waste Facilities Loan Agreement between the Ohio Water Development Authority and FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.), dated as of December 1, 2006, which loan agreement, as amended, is substantially similar to various other PCRB loan agreements of FirstEnergy Nuclear Generation, LLC (f/k/a FirstEnergy Nuclear Generation Corp.) (incorporated by reference to FES' Form 10-Q filed August 7, 2012, Exhibit 10.4, File No. 000-53742). 10-30 Unit Power Agreement, dated as of April 1, 2016, by and among FirstEnergy Solutions Corp., and Ohio Edison Company, The Cleveland Electric Illuminating Company and The Toledo Edison Company (incorporated by reference to FEs Form 10-Q filed July 28, 2016, Exhibit 10.1, File No. 333-21011). 10-31 Credit Agreement, dated as of December 6, 2016, among FirstEnergy Solutions Corp., as Borrower, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, as Guarantors and FirstEnergy Corp., as Lender (incorporated by reference to FES' Form 8-K filed December 6, 2016, Exhibit 10.4, File No. 000-53742). 10-32 Settlement Agreement, dated May 1, 2017, by and among FirstEnergy Corp. and FirstEnergy Generation, LLC and BNSF Railway Company and CSX Transportation, Inc. (incorporated by reference to FES' Form 10-Q filed July 27, 2017, Exhibit 10.1, File No. 000-53742). (A) 31-1 Certification of principal executive officer, pursuant to Rule13a-14(a). (A) 31-2 Certification of principal financial officer, pursuant to Rule13a-14(a). (A) 32 Certification of principal executive officer and principal financial officer, pursuant to 18 U.S.C. 1350.