FE 10-K Annual Report Dec. 31, 2021 | Alphaminr
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FE 10-K Fiscal year ended Dec. 31, 2021

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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. [reserved]Item 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 DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 ScheduleItem 16. Form 10-k Summary

Exhibits

3-1 Amended and Restated Articles of Incorporation of FirstEnergy Corp. (incorporated by reference to FEs Form 10-Q filed July 23, 2019, Exhibit 3-1, File No. 333-21011). 3-2 Second Amended and Restated Code of Regulations of FirstEnergy Corp., effective May 18, 2021(incorporated by reference to FEs Form 8-K on May 19, 2021, Exhibit 3, File No. 333-21011). 4-2 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). 4-3 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). 4-4 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). 4-5 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). 4-6 Officers 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 FEs Form 8-K filed February 20, 2020, Exhibit 4.1, File No. 333-21011). 4-7 Form of 2.050% Note, Series A, due 2025 (incorporated by reference to FEs Form 8-K filed February 20, 2020, Exhibit 4.2, File No. 333-21011). 4-8 Form of 2.650% Note, Series B, due 2030 (incorporated by reference to FEs Form 8-K filed February 20, 2020, Exhibit 4.3, File No. 333-21011). 4-9 Form of 3.400% Note, Series C, due 2050 (incorporated by reference to FEs Form 8-K filed February 20, 2020, Exhibit 4.4, File No. 333-21011). 4-10 Officers Certificate relating to FirstEnergy Corp.'s 1.600% Notes, Series A, due 2026, 2.250% Notes, Series B, due 2030 (incorporated by reference to FEs Form 8-K filed June 8, 2020, Exhibit 4.1, File No. 333-21011). 4-11 Form of 1.600% Note, Series A, due 2026 (incorporated by reference to FEs Form 8-K filed June 8, 2020, Exhibit 4.2, File No. 333-21011). 4-12 Form of 2.250% Note, Series B, due 2030 (incorporated by reference to FEs Form 8-K filed June 8, 2020, Exhibit 4.3, File No. 333-21011). 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. 333-21011). 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 FEs Form 8-K filed October 18, 2021, Exhibit 10.1, File No. 333-210111). 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 FirstEnergys Form 8-K filed October 18, 2021, Exhibit 10.2, File No. 333-21011). 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 FirstEnergys Form 8-K filed October 18, 2021, Exhibit 10.3, File No. 333-21011). 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 FirstEnergys Form 8-K filed October 18, 2021, Exhibit 10.4, File No. 333-21011). 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 FirstEnergys Form 8-K filed October 18, 2021, Exhibit 10.5, File No. 333-21011) 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 FirstEnergys Form 8-K filed October 18, 2021, Exhibit 10.6, File No. 333-21011) 10-7 Consent Decree dated March 18, 2005 (incorporated by reference to FEs Form 8-K filed March 18, 2005, Exhibit 10-1, File No. 333-21011). 10-8 Settlement Agreement, dated as of August 26, 2018, by and among the Debtors, the FE Non-Debtor Parties, the Ad HocNoteholders Group, the Bruce Mansfield Certificateholders Group and the Committee (in each case, as defined therein) (incorporated by reference to FEs Form 8-K filed August 27, 2018, Exhibit 10.1, File No. 333-21011). 10-9 Deferred Prosecution Agreement, dated as of July 21, 2021 (incorporated by reference to FEs Form 8-K filed July 22, 2021, Exhibit 10.1, File No. 333-21011) 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 FEs Form S-3 filed on December 13, 2021, Exhibit 4(d), File No. 333-210111). 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. 333-21011). 10-13 (B) FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-6, File No. 333-21011). 10-14 (B) Amendment No. 1 to Deferred Compensation Plan for Outside Directors, effective as of January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.7, File No. 333-21011). 10-15 (B) Amendment No. 2 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, effective January 21, 2014, (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-8, File No. 333-21011). 10-16 (B) Amendment No. 3 to FirstEnergy Corp. Deferred Compensation Plan for Outside Directors, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-7, File No.333-21011). 10-17 (B) FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated January 1, 2005, further amended December 31, 2010 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-9, File No. 333-21011). 10-18 (B) Amendment No. 1 to FirstEnergy Corp. Supplemental Executive Retirement Plan, effective January 1, 2012 (incorporated by reference to FE's Form 10-Q filed May 3, 2011, Exhibit 10.8, File No. 333-21011). 10-19 (B) Amendment No. 2 to FirstEnergy Corp. Supplemental Executive Retirement Plan, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-10, File No. 333-21011). 10-20 (B) FirstEnergy Corp. Cash Balance Restoration Plan, effective January 1, 2014 (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-11, File No. 333-21011). 10-22 (B) Allegheny Energy, Inc. Non-Employee Director Stock Plan (incorporated by reference to FE's Form 8-K filed February 25, 2011, Exhibit 10.4, File No. 21011). 10-23 (B) Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-29, File No. 333-21011). 10-24 (B) Amendment No. 1 to Allegheny Energy, Inc. Amended and Restated Revised Plan for Deferral of Compensation of Directors (incorporated by reference to FE's Form 10-K filed February 27, 2014, Exhibit 10-30, File No. 333-21011). 10-25 (B) Form of Director and Officer Indemnification Agreement (incorporated by reference to FEs Form 8-K filed May 16, 2018, Exhibit 10.1, File No. 333-21011). 10-26 (B) Guarantee, dated as of September 16, 2013 by FirstEnergy Corp. in favor of participants under the FirstEnergy Corp. Executive Deferred Compensation Plan (incorporated by reference to FEs Form 10-Q filed November 5, 2013, Exhibit 10.2, File No. 333-21011). 10-27 (B) Form of Restricted Stock Agreement (incorporated by reference to FEs Form 10-K filed February 17, 2015, Exhibit 10-49, File No. 333-21011). 10-28 (B) FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated July 20, 2015, and effective as of November 1, 2015 (incorporated by reference to FE's Form 8-K filed July 24, 2015, Exhibit 10.1, File No. 333-21011). 10-29 (B) Amendment No. 1 to FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated January 14, 2019 and effective as of April 1, 2018 (incorporated by reference to FE's Form 10-K filed February 19, 2019, Exhibit 10-23, File No. 333-21011). 10-30 (B) FirstEnergy Corp. 2017 Change in Control Severance Plan, dated as of September 15, 2015, and effective as of January 1, 2017 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.1, File No. 333-21011). 10-31 (B) Waiver of Participation in the FirstEnergy Corp. Change in Control Severance Plan, entered into by Charles E. Jones dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.2, File No. 333-21011). 10-32 (B) Non-Competition and Non-Disparagement Agreement, entered into by Charles E. Jones, dated as of September 15, 2015 (incorporated by reference to FE's Form 8-K filed September 18, 2015, Exhibit 10.3, File No. 333-21011). 10-34 (B) 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). 10-35 (B) 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). 10-36 (B) Amendment No. 2 to FirstEnergy Corp. Amended and Restated Executive Deferred Compensation Plan, dated September 18, 2019 and effective as of November 1, 2015 (incorporated by reference to FE's Form 10-Q filed November 4, 2019, Exhibit 10.3, File No.333-21011). 10-37 (B) 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). 10-38 (B) Form of 2018-2020 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-K filed February 20, 2018, Exhibit 10-56, File No. 333-21011). 10-39 (B) Form of 2018-2020 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-K filed February 20, 2018, Exhibit 10-57, File No. 333-21011). 10-40 (B) Form of 2018-2019 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-Q filed April 23, 2018, Exhibit 10.12, File No. 333-21011). 10-41 (B) FirstEnergy Solutions Corp. Voluntary Enhanced Retirement Option, effective as of January 2, 2019 (incorporated by reference to FEs Form 8-K filed November 21, 2018, Exhibit 10.1, File No. 333-21011). 10-42 (B) Form of 2019-2021 Cash-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FE's Form 10-Q filed April 23, 2019, Exhibit 10.2, File No.333-21011). 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). 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 FEs Form 8-K filed November 26, 2019, 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 FEs Form 10-Q filed July 22, 2021, Exhibit 10.1, File No. 333-21011). 10-51 (B) Form of 2021-2023 Stock-Based Performance-Adjusted Restricted Stock Unit Award Agreement (incorporated by reference to FEs Form 10-Q filed July 22, 2021, Exhibit 10.2, File No. 333-21011). 10-52 (B) Form of Restricted Stock Award Agreement (incorporated by reference to FEs Form 10-Q filed July 22, 2021, Exhibit 10.3, File No. 333-21011). 10-53 (B) Voluntary Retirement Agreement with Gary D. Benz (incorporated by reference to FEs Form 10-Q filed July 22, 2021, Exhibit 10.4, File No. 333-21011). 10-54 (B) Restricted Stock Award Agreement to John W. Somerhalder II (incorporated by reference to FEs Form 10-Q filed July 22, 2021, Exhibit 10.5, File No. 333-21011). 14 Code of Business Conduct and Ethics(incorporated by reference to FEs Form 10-Q filed July 22, 2021, Exhibit 14.1, File No. 333-21011). (A) 21 List of Subsidiaries of the Registrant at December31, 2021. (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.