FIRSTENERGY CORP.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRSTENERGY'S BUSINESS

FE and its subsidiaries are principally involved in the transmission, distribution and generation of electricity through its reportable segments, Regulated Distribution and Regulated Transmission.



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. This
segment also controls 3,580 MWs of regulated electric generation capacity
located primarily in West Virginia and Virginia. The segment's results reflect
the costs of securing and delivering electric generation from transmission
facilities to customers, including the deferral and amortization of certain
related costs.

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 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, with
Brookfield and 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 will 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.

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. Additionally, reconciling adjustments for the
elimination of inter-segment transactions are included in Corporate/Other. As of
June 30, 2022, 67 MWs of electric generating capacity, representing AE Supply's
OVEC capacity entitlement, was also included in Corporate/Other for segment
reporting. As of June 30, 2022, Corporate/Other had approximately $5.5 billion
of FE holding company debt.


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EXECUTIVE SUMMARY

FirstEnergy is a forward-thinking, electric utility centered on integrity, powered by a diverse team of employees, committed to making customers' lives brighter, the environment better and our communities stronger.



FirstEnergy's core values encompass what matters most to the company. They guide
the decisions we make and the actions we take. FirstEnergy's core values should
inspire our actions today and shine a light on who we aspire to be in the
future.

FirstEnergy Core Values:

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

•Safety: We keep ourselves and others safe.

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

•Performance Excellence: We pursue excellence and seek opportunities for growth, innovation and continuous improvement.

•Stewardship: We positively impact our customers, communities and other stakeholders, and strive to protect the environment.

Employees are encouraged and expected to have conversations with their leaders and peers about the core values and FirstEnergy's commitment to building a culture centered on integrity.



At FirstEnergy, we are dedicated to staying true to our mission and core values.
We understand the impact our company can make in the world around us, which
means pursuing initiatives and goals that align with our foundational
principles, support our ESG and strategic priorities, and positively impact our
stakeholders.

To solidify our role as an industry leader, we have developed a long-term
strategy with priorities that are centered on our mission statement. These
priorities reflect a strong foundation with an unrelenting customer focus that
emphasizes modern experiences, new growth and affordable energy bills, and is
leading and enabling the energy transition to a clean, resilient and secure
electric grid.

We are proud of the steps we have already taken to demonstrate our commitment to our strategy and look forward to improving our performance and executing on these strategic priorities.

FirstEnergy's Business

As a fully regulated electric utility, FirstEnergy is focused on stable and predictable earnings and cash flow from its Regulated Distribution and Regulated Transmission businesses that deliver enhanced customer service and reliability.



FirstEnergy's Regulated Distribution business is comprised of a geographically
and regulatory diverse collection of electric utilities delivering
customer-focused sustainable growth. This business operates in a territory of
65,000 square miles, across the Midwest & Mid-Atlantic regions, one of the
largest contiguous territories in the United States, and allows the Utilities to
be uniquely positioned for growth through investments that strengthen the grid
and enable the clean energy transition, with approximately $9 billion in
investment plans (or 53% of the total FirstEnergy investment plan) from 2021 to
2025. Through its investment plan, Regulated Distribution has improved
reliability and added operating flexibility to the distribution infrastructure,
which provide benefits to the customers and communities those Utilities serve.

In addition to our investments to rebuild critical infrastructure and improve reliability, current and future distribution investment opportunities that support our ESG and strategic priorities include:



•Advanced Metering Infrastructure - install smart meters and related
infrastructure;
•Grid Modernization Investments that support distribution automation and voltage
and var optimization;
•Installation of electric vehicle charging stations;
•Connected LED Streetlights - strategic goal to convert 100% of streetlights
owned by the Utilities to smart LEDs by 2030;
•Alternative Generation that lowers our carbon footprint;
•Information Systems - enhance our core information infrastructure of our
distribution systems; and
•Supporting economic development to attract new business.

FirstEnergy's Regulated Transmission business is a premier, high quality
transmission business, with approximately 24,000 miles of transmission lines in
operation and one of the largest transmission systems in PJM. The Transmission
Companies and certain

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of FirstEnergy's utilities (JCP&L, MP, PE and WP) are focused on "Energizing the
Future" with investments that support clean energy, improve grid reliability and
resiliency and support a carbon neutral future. "Energizing the Future" is the
centerpiece of FirstEnergy's regulated investment strategy with all investments
recovered under FERC-regulated forward-looking formula rates, and approximately
$8 billion in investment plans (or 45% of the total FirstEnergy investment plan)
from 2021 to 2025. FirstEnergy believes there are incremental investment
opportunities for its existing transmission infrastructure of over $20 billion
beyond those identified through 2025, which are expected to strengthen grid and
cyber-security and make the transmission system more reliable, robust, secure
and resistant to extreme weather events, with improved operational flexibility.

In addition to our Energizing the Future investments, current and future transmission investment opportunities that support our ESG and strategic priorities include:



•Transmission Asset Health Center: real-time monitoring to reduce outages and
lower expenses;
•Integrating digital technology to enhance equipment monitoring and lower costs;
•Exploring real-time technologies: emerging technologies to enhance data
collection; and
•Making smart investments to modernize the grid to integrate future renewables.

On November 6, 2021, FirstEnergy, along with FET, entered into the FET P&SA 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 will
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.

On December 13, 2021, FE privately issued to BIP Securities II-B L.P., an
affiliate of Blackstone Infrastructure Partners L.P., 25,588,535 shares of FE's
common stock, par value $0.10 per share, at a price of $39.08 per share,
representing an investment of $1.0 billion. On April 21, 2022, FERC approved the
Blackstone representative's ability to participate as a voting member of the FE
Board. Sean T. Klimczak, the Blackstone Infrastructure Partners-selected
representative, was elected to the FE Board at the 2022 annual shareholders'
meeting.

On October 18, 2021, FE, FET, the Utilities, and the Transmission Companies
entered into six separate senior unsecured five-year syndicated revolving credit
facilities. These new credit facilities provide substantial liquidity to support
the Regulated Distribution and Regulated Transmission businesses, and each of
the operating companies within the businesses. See "Capital Resources and
Liquidity" below for additional details.

Together, these transactions enhance FirstEnergy's credit profile, provide
funding for the strategic investments discussed above, and address all of
FirstEnergy's equity plans, with the exception of annual issuances of up to $100
million under regular dividend reinvestment plans and employee benefit stock
investment plans, through at least 2025. Also, as with the recently completed
FET transaction, premium valuations of our businesses could provide FirstEnergy
future optionality to further strengthen the balance sheet and enhance
shareholder value.

FE Forward



FirstEnergy is also working to transform how it conducts business and serves its
customers to achieve value potential in a sustainable way and help FirstEnergy
achieve its strategic priorities. In February 2021, FirstEnergy announced a new
initiative to build upon FirstEnergy's strong operations and business
fundamentals and deliver immediate value and resilience, with substantial
working capital improvements and capital efficiencies reaching full impact by
2024. Called "FE Forward," the initiative plays a critical first step in
FirstEnergy's transformation journey as it looks to enhance the organization,
focus on performance excellence, and refocus the investment strategy through a
range of opportunities.

By 2024, FE Forward is projected to generate approximately $380 million in
annualized capital expenditure efficiencies, as well as approximately $250
million in working capital improvements by 2023. This program includes an
estimated $150 million of costs to achieve through 2023, which are expected to
be self-funded through these efficiencies. FirstEnergy plans to redeploy the
capital expenditure efficiencies in a more diverse capital program that over the
long-term continues to support our strategy as discussed above, and using 2022
as baseline operating expenses are projected to naturally decline 1% annually
allowing for strategic flexibility and customer affordability. FE Forward is not
a downsizing effort and there will not be any involuntary employee reductions in
connection with this program. FirstEnergy expects that FE Forward will be a
significant catalyst to augment its growth potential by taking a more strategic
approach to operating expenditures and reinvesting in a more diverse capital
program that over the long-term continues to support a smarter and cleaner
electric grid, and maintain affordable customer bills. Specifically, FirstEnergy
currently expects to redeploy these capital efficiencies into several projects,
including, grid modernization, energy efficiency programs, smart meter and
electric vehicle charging, and solar generation investments. FirstEnergy is
additionally evaluating the legal, financial, operational and branding benefits
of consolidating the Ohio Companies and Pennsylvania Companies into single
entities per state. As part of these efforts, FirstEnergy will evaluate the
appropriate cadence to initiate rates cases on a state-by-state basis to best
support FirstEnergy's customer-focused strategic priorities.


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                                                                                 For the Years Ended December 31,
FE Forward Expected Capital Expenditure          2021              2022               2023               2024               2025
Efficiencies and Working Capital                Actual           Forecast           Forecast           Forecast           Forecast           Total

Improvements


                                                                                           (In millions)

Gross Capital Expenditure Efficiencies $ 210 $ 280

$ 380 $ 380 $ 380 $ 1,630 Cost to Achieve (+/- 10%)

                         (40)               (80)               (30)                 -                  -             (150)

Net Capital Expenditure Efficiencies $ 170 $ 200

      $     350          $     380          $     380          $ 1,480
Working Capital Improvements                      130                120                  -                  -                  -              250
Total Cash Flow Improvements                  $   300          $     320          $     350          $     380          $     380          $ 1,730



Climate Story

Our long-term strategy reiterates and supports our position that climate change
is among the most important issues of our time and our commitment to doing our
part to ensure a bright and sustainable future for the communities we serve. As
part of our Climate Strategy, we are focused on enabling our customers to thrive
in a reduced carbon future. This includes transmission and distribution
investments discussed above, investments in solar generation and supporting
clean energy options, our efforts towards electrifying the economy, and driving
energy efficiency.

Additionally, we plan to reduce our company-wide GHG emissions within our direct
operational control (Scope 1) by 30% by 2030 (from our 2019 baseline), as we
work toward carbon neutrality by 2050. Key steps in reducing our emissions and
improving the efficiency of our operations include:

•Replacing Aging Equipment: We are responsibly replacing aging equipment on our
transmission system that contains SF6, a greenhouse gas commonly used in
electric utility equipment;
•Electrifying our Vehicle Fleet: We are targeting 30% electrification of our
light-duty and aerial truck fleet by 2030 and 100% electrification by 2050. To
reach our electrification goal, we've committed to 100% electric or hybrid
vehicle purchases for our light-duty and aerial truck fleet moving forward,
beginning with the first hybrid electric vehicle additions to the fleet in 2021;
•Using Generation Efficiencies and Flexibility: We are utilizing operational
flexibilities, such as heat rate improvements through equipment upgrades,
operational monitoring systems, and auxiliary power reductions at our generation
facilities that will enable us to reach our interim 2030 goal of a 30% GHG
reduction from 2019 levels, while continuing to provide customers with safe and
reliable electricity; and
•Transitioning Away from Coal Generation: We expect to thoughtfully transition
away from our regulated coal generation fleet no later than 2050, and in April
2022, FirstEnergy received approval to construct 50 MWs of solar generation in
West Virginia. Also in 2021, FirstEnergy filed plans with the WVPSC to comply
with EPA ELG rules that would keep MP's generation plants responsibly operating
beyond 2028, however, FirstEnergy intends to begin a broad stakeholder dialogue
regarding planned operational end dates of 2035 and 2040 for Ft. Martin and
Harrison, respectively.

Future resource plans to achieve carbon reductions, including potential changes
in operations or any determination of retirement dates of the regulated
coal-fired generating facilities, will be developed by working collaboratively
with regulators in West Virginia. Determination of the useful life of the
regulated coal-fired generating facilities could result in changes in
depreciation, and/or continued collection of net plant in rates after
retirement, securitization, sale, impairment or regulatory disallowances. If MP
is unable to recover these costs, it could have a material adverse effect on
FirstEnergy's and/or MP's financial condition, results of operations, and cash
flow.

HB 6 and Related Investigations



On July 21, 2021, FE entered into a three-year DPA with the U.S. Attorney's
Office that, subject to court proceedings, resolves the U.S. Attorney's Office
investigation into FirstEnergy relating to FirstEnergy's lobbying and
governmental affairs activities concerning HB 6 related to the federal criminal
allegations made in July 2020, against former Ohio House Speaker Larry
Householder and other individuals and entities allegedly affiliated with Mr.
Householder. Among other things, the DPA required FE to pay a monetary penalty
of $230 million, which FE paid in the third quarter of 2021. Under the DPA, FE
agreed to the filing of a criminal information charging FE with one count of
conspiracy to commit honest services wire fraud. The $230 million payment will
neither be recovered in rates or charged to FirstEnergy customers nor will
FirstEnergy seek any tax deduction related to such payment. The criminal
information will be dismissed after FirstEnergy fully complies with its
obligations under the DPA.

The OAG, certain FE shareholders and FE customers filed several lawsuits against
FirstEnergy and certain current and former directors, officers and other
employees, each relating to the allegations against the now former Ohio House
Speaker Larry Householder and other individuals and entities allegedly
affiliated with Mr. Householder. On February 9, 2022, FE, acting through the
SLC, agreed to a settlement term sheet to resolve multiple shareholder
derivative lawsuits that were filed in the S.D. Ohio, the N.D. Ohio, and the
Ohio Court of Common Pleas, Summit County. On March 11, 2022, the parties
executed a stipulation and

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agreement of settlement, and filed a motion the same day requesting preliminary
settlement approval in the S.D. Ohio. The settlement agreement, if approved,
will fully resolve these shareholder derivative lawsuits and includes a series
of corporate governance enhancements, that has resulted or is expected to result
in the following:

•Six members of the FE Board, Messrs. Michael J. Anderson, Donald T. Misheff,
Thomas N. Mitchell, Christopher D. Pappas and Luis A. Reyes, and Ms. Julia L.
Johnson did not stand for re-election at FE's 2022 annual shareholder meeting;
•A special FE Board committee of at least three recently appointed independent
directors was formed to initiate a review process of the current senior
executive team. On June 15, 2022, the FE Board appointed Ms. Lisa Winston Hicks
and Messrs. Paul Kaleta, Sean T. Klimczak, Jesse A. Lynn, Andrew Teno, and
Melvin D. Williams to serve on that committee. After completing its review,
which is expected to conclude not later than mid-September 2022, the committee
will make recommendations to the full FE Board, which retains the authority to
make final determinations regarding any such recommendations;
•The FE Board will oversee FE's lobbying and political activities, including
periodically reviewing and approving political and lobbying action plans
prepared by management;
•An FE Board committee of recently appointed independent directors will oversee
the implementation and third-party audits of the FE Board-approved action plans
with respect to political and lobbying activities;
•FE will implement enhanced disclosure to shareholders of political and lobbying
activities, including enhanced disclosure in its annual proxy statement; and
•FE will further align financial incentives of senior executives to proactive
compliance with legal and ethical obligations.

The settlement also includes a payment to FE of $180 million, to be paid by insurance after court approval, less any court-ordered attorney's fees awarded to plaintiffs.



In addition, on August 10, 2020, the SEC, through its Division of Enforcement,
issued an order directing an investigation of possible securities laws
violations by FE, and on September 1, 2020, issued subpoenas to FE and certain
FE officers. Subsequently, on April 28, 2021, and July 11, 2022, the SEC issued
additional subpoenas to FE. Further, in letters dated January 26, and February
22, 2021, staff of FERC's Division of Investigations notified FirstEnergy that
it is investigating FirstEnergy's lobbying and governmental affairs activities
concerning HB 6.

FirstEnergy has taken numerous steps to address challenges posed by the HB 6
investigations and improve its compliance culture, including the refreshment of
the FE Board, the hiring of key senior executives committed to supporting
transparency and integrity, and strengthening and enhancing FirstEnergy's
compliance culture through several initiatives. Although the outcome of the HB 6
investigations and state regulatory audits remain unknown, FirstEnergy has also
taken several proactive steps to reduce regulatory uncertainty affecting the
Ohio Companies.

FE terminated Charles E. Jones as its chief executive officer effective October
29, 2020. As a result of Mr. Jones' termination, and due to the determination of
a committee of independent members of the FE Board that Mr. Jones violated
certain FirstEnergy policies and its code of conduct, all grants, awards and
compensation under FirstEnergy's short-term incentive compensation program and
long-term incentive compensation program with respect to Mr. Jones that were
outstanding on the date of termination were forfeited. In November 2021, after a
determination by the Compensation Committee of the FE Board that a demand for
recoupment was warranted pursuant to the Recoupment Policy, FE made a recoupment
demand to Mr. Jones of compensation previously paid to Mr. Jones totaling
approximately $56 million, the maximum amount permissible under the Recoupment
Policy. As such, any amounts payable to Mr. Jones under the EDCP will be set off
against FE's recoupment demand. There can be no assurance that the efforts to
seek recoupment from Mr. Jones will be successful and the approximately $56
million recoupment demand has not been recognized in FirstEnergy's financial
statements as of June 30, 2022.

Despite the many disruptions FirstEnergy is currently facing, the leadership
team remains committed and focused on executing its strategy and running the
business. See "Outlook - Other Legal Proceedings" below for additional details
on the government investigations, the DPA, and subsequent litigation surrounding
the investigation of HB 6. See also "Outlook - State Regulation - Ohio" below
for details on the PUCO proceeding reviewing political and charitable spending
and legislative activity in response to the investigation of HB 6. The outcome
of the government investigations, PUCO proceedings, legislative activity, and
any of these lawsuits is uncertain and could have a material adverse effect on
FirstEnergy's financial condition, results of operations, and cash flows.

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FINANCIAL OVERVIEW AND RESULTS OF OPERATIONS



(In millions)                                       For the Three Months Ended June 30,                                     For the Six Months Ended June 30,
                                           2022                2021                   Change                      2022                2021                   Change

Revenues                             $       2,818          $ 2,622          $ 196                7  %       $      5,807          $ 5,348          $ 459                9  %

Operating expenses                           2,371            2,310             61                3  %              4,801            4,477            324                7  %

Operating income                               447              312            135               43  %              1,006              871            135               15  %

Other expenses, net                           (206)            (158)           (48)             (30) %               (394)            (295)           (99)             (34) %

Income before income taxes                     241              154             87               56  %                612              576             36                6  %

Income taxes                                    49               96            (47)             (49) %                132              183            (51)             (28) %

Net income                           $         192          $    58          $ 134              231  %       $        480          $   393          $  87               22  %

Income attributable to
noncontrolling interest                          5                -              5                  NM                  5                -              5                  NM

Earnings attributable to FE          $         187          $    58          $ 129              222  %       $        475          $   393          $  82               21  %

* NM = not meaningful



The financial results discussed below include revenues and expenses from
transactions among FirstEnergy's business segments. A reconciliation of segment
financial results is provided in Note 9, "Segment Information," of the Notes to
Consolidated Financial Statements.



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