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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
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| Commission | | Registrant; | | | | I.R.S. Employer |
| File Number | | Address; and Telephone Number | | States of Incorporation | | Identification No. |
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| 333-282554 | | FIRSTENERGY TRANSMISSION, LLC | | Delaware | | 20-5763884 |
| | 5001 NASA Boulevard | | | | |
| | Fairmont | WV | 26554 | | | | |
| | Telephone | (800) | 736-3402 | | | | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer | ☐ |
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| Accelerated Filer | ☐ |
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| Non-accelerated Filer | ☑ |
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| Smaller Reporting Company | ☐ |
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| Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Not applicable.
FirstEnergy Transmission, LLC Website
FirstEnergy Transmission, LLC’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, and all other documents filed with or furnished to the SEC pursuant to Section 13(a) of the Exchange Act are made available free of charge on or through the "Investors" page of FirstEnergy’s website at www.firstenergycorp.com. These documents are also available to the public from commercial document retrieval services and the website maintained by the SEC at www.sec.gov.
These SEC filings are posted on the website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
TABLE OF CONTENTS
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| Forward-Looking Statements | |
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| Part I. Financial Information | |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |
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GLOSSARY OF TERMS
The following abbreviations and acronyms are used in this report to identify FirstEnergy Transmission, LLC and its current and former subsidiaries and affiliated companies:
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| ATSI | American Transmission Systems, Incorporated, a wholly owned transmission subsidiary of FET |
| Brookfield | North American Transmission Company II L.P., a controlled investment vehicle entity of Brookfield Super-Core Infrastructure Partners |
| Brookfield Guarantors | Brookfield Super-Core Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners (NUS) L.P., and Brookfield Super-Core Infrastructure Partners (ER) SCSp |
| CEI | The Cleveland Electric Illuminating Company, a wholly owned Ohio electric power company subsidiary of FE |
| Electric Companies | OE, CEI, TE, FE PA, JCP&L, MP and PE |
| FE | FirstEnergy Corp., a public electric power holding company |
| FE PA | FirstEnergy Pennsylvania Electric Company, a wholly owned Pennsylvania electric power company subsidiary of FirstEnergy Pennsylvania Holding Company LLC, a wholly owned subsidiary of FE |
| FESC | FirstEnergy Service Company, a wholly owned subsidiary of FE, which provides legal, financial and other corporate support services to FirstEnergy affiliates |
| FET | FirstEnergy Transmission, LLC, a consolidated VIE of FE, the parent company of ATSI, MAIT and TrAIL, which has joint ventures in Valley Link and Grid Growth, and had a joint venture in PATH |
| FET Subsidiaries | ATSI, MAIT and TrAIL |
| FirstEnergy | FirstEnergy Corp., together with its consolidated subsidiaries |
| Grid Growth | Grid Growth Ventures, LLC, a holding company formed by FET and Transource on September 29, 2025 |
| Grid Growth EHV | Grid Growth EHV Holdings, LLC, a subsidiary of Grid Growth |
| Grid Growth Ohio | Grid Growth Ohio, LLC |
| JCP&L | Jersey Central Power & Light Company, a wholly owned New Jersey electric power company subsidiary of FE |
| MAIT | Mid-Atlantic Interstate Transmission, LLC, a wholly owned transmission subsidiary of FET |
| ME | Metropolitan Edison Company, a former wholly owned Pennsylvania electric power company subsidiary of FE, which merged with and into FE PA on January 1, 2024 |
| MP | Monongahela Power Company, a wholly owned West Virginia electric power company subsidiary of FE |
| OE | Ohio Edison Company, a wholly owned Ohio electric power company subsidiary of FE |
| Ohio Companies | CEI, OE and TE |
| PATH | Potomac-Appalachian Transmission Highline, LLC, a former joint venture between FE and a subsidiary of AEP |
| PATH-WV | PATH West Virginia Transmission Company, LLC |
| PE | The Potomac Edison Company, a wholly owned Maryland and West Virginia electric power company subsidiary of FE |
| PN | Pennsylvania Electric Company, a former wholly owned Pennsylvania electric power company subsidiary of FE, which merged with and into FE PA on January 1, 2024 |
| TE | The Toledo Edison Company, a wholly owned Ohio electric power company subsidiary of FE |
| TrAIL | Trans-Allegheny Interstate Line Company, a wholly owned transmission subsidiary of FET |
| Valley Link | Valley Link Transmission Company, LLC, a holding company formed by FET, DominionHV and Transource on November 25, 2024 |
| Valley Link Maryland | Valley Link Transmission Maryland, LLC |
| Valley Link Subsidiaries | The five subsidiaries of Valley Link: (i) Valley Link Maryland; (ii) Valley Link Transmission Ohio, LLC; (iii) Valley Link Transmission Virginia, LLC; (iv) Valley Link Transmission Virginia Development, Inc.; and (v) Valley Link Transmission West Virginia, LLC, that will develop, construct, own, operate and maintain those transmission projects awarded by PJM |
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| The following abbreviations and acronyms may be used to identify frequently used terms in this report: |
| A&R FET LLC Agreement | Fifth Amended and Restated Limited Liability Company Operating Agreement of FET |
| A&R Fourth FET LLC Agreement | Fourth Amended and Restated Limited Liability Company Operating Agreement of FET |
| AEP | American Electric Power Company, Inc. |
| AFUDC | Allowance for Funds Used During Construction |
| AI | Artificial Intelligence |
| Amended Credit Facilities | Collectively, the eight separate senior unsecured syndicated revolving credit facilities entered into by FE, FET, the Electric Companies, and the Transmission Companies, each as amended from time to time, most recently on October 23, 2026 |
| AMP | American Municipal Power, Inc. |
| AMT | Alternative Minimum Tax |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| CODM | Chief Operating Decision Maker |
| Credit Facilities | Collectively, the FET Revolving Facility and the ATSI, MAIT and TrAIL revolving facilities as amended through October 20, 2023 |
| CWIP | Construction Work in Progress |
| DominionHV | Dominion High Voltage Mid-Atlantic, Inc., an affiliate of VEPCO |
| EEI | The Edison Electric Institute |
| Energize365 | FirstEnergy's Transmission and Distribution Infrastructure Investment Program. |
| EPA | U.S. Environmental Protection Agency |
| ERO | Electric Reliability Organization |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| FERC | Federal Energy Regulatory Commission |
| FET Board | The Board of Directors of FET |
| FET Equity Interest Sale | Sale of an additional 30% membership interest of FET, such that Brookfield owns 49.9% of FET |
| FET P&SA II | Purchase and Sale Agreement entered into on February 2, 2023, by and between FE, FET, Brookfield, and the Brookfield Guarantors |
| FET Revolving Facility | FET's five-year syndicated revolving credit facility, dated as of October 20, 2023, and amended through October 27, 2025 |
| Fitch | Fitch Ratings Service |
| FPA | Federal Power Act |
| GAAP | Generally Accepted Accounting Principles in the United States |
| Grid Growth Operating Agreement | Amended and Restated Operating Agreement of Grid Growth, dated as of February 13, 2026 |
| IRA of 2022 | Inflation Reduction Act of 2022 |
| IRS | Internal Revenue Service |
| ISO | Independent System Operator |
| kV | Kilovolt |
| LOC | Letter of Credit |
| MDOPC | Maryland Office of People's Counsel |
| MDPSC | Maryland Public Service Commission |
| MISO | Midcontinent Independent System Operator |
| Moody's | Moody's Investors Service, Inc. |
| N/A | Not applicable |
| NCI | Noncontrolling Interest |
| NERC | North American Electric Reliability Corporation |
| NOL | Net Operating Loss |
| OBBBA | One Big Beautiful Bill Act of 2025, adopted on July 4, 2025 |
| OCC | Ohio Consumers' Counsel |
| OPEB | Other Postemployment Benefits |
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| PJM | PJM Interconnection, LLC, an RTO serving the PJM Region |
| PJM Region | The territory through which PJM coordinates the movement of electricity, including all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia |
| PJM Tariff | PJM Open Access Transmission Tariff |
| PPUC | Pennsylvania Public Utility Commission |
| PUCO | Public Utilities Commission of Ohio |
| RFC | ReliabilityFirst Corporation |
| ROE | Return on Equity |
| RTEP | Regional Transmission Expansion Plan |
| RTEP Open Window | PJM’s competitive transmission planning and solicitation process under RTEP through which qualified transmission developers submit proposals to address identified transmission system needs and compete for project awards |
| RTO | Regional Transmission Organization |
| S&P | Standard & Poor's Ratings Service |
| SEC | U.S. Securities and Exchange Commission |
| Sixth Circuit | U.S. Court of Appeals for the Sixth Circuit |
| SOFR | Secured Overnight Financing Rate |
| TCJA | Tax Cuts and Jobs Act adopted December 22, 2017 |
| Transource | Transource Energy, LLC, a subsidiary of AEP |
| U.S. | United States |
| Utility RELIEF Act | Maryland House Bill 1532, adopted May 12, 2026 |
| Valley Link Operating Agreement | Amended and Restated Operating Agreement of Valley Link, dated as of February 21, 2025 |
| VEPCO | Virginia Electric and Power Company, a subsidiary of Dominion Energy, Inc. |
| VIE | Variable Interest Entity |
| VSCC | Virginia State Corporation Commission |
| WVPSC | Public Service Commission of West Virginia |
Forward-Looking Statements: This Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” "forecast," "target," "will," "intend," “believe,” "project," “estimate," "plan" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following (see Glossary of Terms for definitions of capitalized terms):
•the ability to experience growth in our business at the FET Subsidiaries;
•the accomplishment of the FET Subsidiaries' regulatory and operational goals in connection with their transmission plan;
•changes in assumptions regarding factors such as economic conditions within the FET Subsidiaries' territories, assessments of the reliability of the FET Subsidiaries' transmission systems, or the availability of capital or other resources supporting identified transmission investment opportunities;
•the reliability of the transmission grid;
•the ability of the FET Subsidiaries to accomplish or realize anticipated benefits through establishing a culture of continuous improvement and our other strategic and financial goals, including, but not limited to, executing Energize365, executing on the FET Subsidiaries' rate strategy, controlling costs, improving credit metrics, maintaining investment grade ratings, and growing earnings;
•costs being higher than anticipated and the success of our policies to control costs at the FET Subsidiaries;
•the risks and uncertainties associated with litigation, including the FE securities class action lawsuit, regulatory proceedings, arbitration, mediation and similar proceedings;
•variations in weather conditions and severe weather (including events caused, or exacerbated, by climate change, such as wildfires, hurricanes, floodings, droughts, high wind events and extreme heat events) and other natural disasters, which may result in increased restoration expenses or material liability and negatively affect future operating results;
•the potential liabilities and increased costs arising from regulatory actions or outcomes in response to severe weather conditions and other natural disasters;
•changes in national and regional economic conditions affecting the FET Subsidiaries and/or our customers and the vendors with which we do business, including geopolitical conflicts, recession, volatile interest rates, inflationary pressure, supply chain disruptions, tariffs, higher fuel costs and workforce impacts;
•the risks associated with physical attacks, such as acts of war, terrorism, sabotage or other acts of violence, cyber-attacks and other disruptions to our information technology system, which may compromise the FET Subsidiaries' transmission services, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business partners and other individuals in our data centers and on our networks;
•the FET Subsidiaries’ ability to comply with applicable federal reliability standards;
•legislative and regulatory developments and executive orders, including, but not limited to, matters related to rates, transmission planning, co-location of generation and large loads, and compliance and enforcement activity;
•changes to environmental laws and regulations, including, but not limited to, federal and state laws and regulations related to climate change, and potential changes to such laws and regulations;
•changes in the FET Subsidiaries' customers' demand for power, including, but not limited to, economic conditions, development of data centers, the impact of climate change, emerging technology, electrification, energy storage and distributed sources of generation;
•the impact of changes to significant accounting policies;
•the impact of any changes in tax laws or regulations, including, but not limited to, the IRA of 2022, the OBBBA, or adverse tax audit results or rulings and potential changes to such laws and regulations;
•the ability to access the public securities and other capital and credit markets in accordance with our announced financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and the FET Subsidiaries, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions;
•future actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity;
•issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business;
•our dependence on FE and its affiliates, including FESC, for employees and key personnel;
•the risks and other factors discussed in our financial statements and other similar factors; and
•any other statements that relate to non-historical or future information.
These forward-looking statements are also qualified by, and should be read together with, the risk factors included in (a) Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, (b) Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations herein, and (c) other factors discussed herein and in FET's other filings with the SEC. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess
the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. We expressly disclaim any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
FIRSTENERGY TRANSMISSION, LLC
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, |
| (In millions) | | 2026 | | 2025 | | 2026 | | 2025 |
| | | | | | | | |
| REVENUES: | | | | | | | | |
| Revenues from non-affiliates | | $ | 474 | | | $ | 460 | | | $ | 1,461 | | | $ | 1,354 | |
| Revenues from affiliates | | 5 | | | 4 | | | 19 | | | 13 | |
| Total revenues | | 479 | | | 464 | | | 1,480 | | | 1,367 | |
| | | | | | | | |
| OPERATING EXPENSES: | | | | | | | | |
Other operating expenses(1) | | 74 | | | 68 | | | 233 | | | 226 | |
| Provision for depreciation | | 95 | | | 88 | | | 280 | | | 262 | |
| Amortization of regulatory assets, net | | 1 | | | 1 | | | 4 | | | 4 | |
| General taxes | | 64 | | | 73 | | | 230 | | | 220 | |
| Total operating expenses | | 234 | | | 230 | | | 747 | | | 712 | |
| | | | | | | | |
| OPERATING INCOME | | 245 | | | 234 | | | 733 | | | 655 | |
| | | | | | | | |
| OTHER INCOME (EXPENSE): | | | | | | | | |
| Interest income from affiliates | | 2 | | | 3 | | | 7 | | | 12 | |
| Miscellaneous income (expense), net | | (8) | | | (1) | | | (8) | | | 1 | |
| | | | | | | | |
| Interest expense - non-affiliates | | (86) | | | (81) | | | (253) | | | (227) | |
| Interest expense - affiliates | | (1) | | | — | | | (1) | | | (2) | |
| Capitalized financing costs | | 26 | | | 23 | | | 73 | | | 57 | |
| Total other expense | | (67) | | | (56) | | | (182) | | | (159) | |
| | | | | | | | |
| INCOME BEFORE INCOME TAXES (BENEFITS) | | 178 | | | 178 | | | 551 | | | 496 | |
| | | | | | | | |
| INCOME TAXES (BENEFITS) | | 41 | | | (24) | | | 127 | | | 48 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| NET INCOME | | $ | 137 | | | $ | 202 | | | $ | 424 | | | $ | 448 | |
| | | | | | | | |
| Income attributable to noncontrolling interest | | 19 | | | 21 | | | 58 | | | 58 | |
| | | | | | | | |
| EARNINGS ATTRIBUTABLE TO FIRSTENERGY TRANSMISSION, LLC | | $ | 118 | | | $ | 181 | | | $ | 366 | | | $ | 390 | |
| | | | | | | | |
(1) Includes affiliated operating expenses of $45 million and $46 million for the three months ended September 30, 2026, and 2025, respectively, and $132 million and $143 million for the nine months ended September 30, 2026, and 2025, respectively.
See Notes to Consolidated Financial Statements.
FIRSTENERGY TRANSMISSION, LLC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | | | | | | | | | |
| (In millions) | | September 30, 2026 | | December 31, 2025 |
| | | | |
| ASSETS | | | | |
| CURRENT ASSETS: | | | | |
| Cash and cash equivalents | | $ | — | | | $ | 8 | |
| | | | |
| Receivables- | | | | |
| | | | |
| Affiliated companies | | 1 | | | 5 | |
| Other | | 76 | | | 91 | |
| Notes receivable from affiliated companies | | 206 | | | 268 | |
| | | | |
| | | | |
| Prepaid taxes and other | | 37 | | | 42 | |
| | 320 | | | 414 | |
| PROPERTY, PLANT AND EQUIPMENT: | | | | |
| In service | | 14,779 | | | 14,069 | |
| Less — Accumulated provision for depreciation | | 2,945 | | | 2,804 | |
| | 11,834 | | | 11,265 | |
| Construction work in progress | | 1,662 | | | 1,204 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | 13,496 | | | 12,469 | |
| INVESTMENTS AND OTHER NONCURRENT ASSETS: | | | | |
| Goodwill | | 224 | | | 224 | |
| | | | |
| | | | |
| Investments | | 1 | | | 19 | |
| | | | |
| Property taxes | | 77 | | | 313 | |
Operating lease right-of-use asset(1) | | 411 | | | 412 | |
| Other | | 37 | | | 38 | |
| | 750 | | | 1,006 | |
TOTAL ASSETS(3) | | $ | 14,566 | | | $ | 13,889 | |
| | | | |
| LIABILITIES AND EQUITY | | | | |
| CURRENT LIABILITIES: | | | | |
| Currently payable long-term debt | | $ | — | | | $ | 75 | |
| Short-term borrowings- | | | | |
| Affiliated companies | | 66 | | | 1 | |
| Other | | 370 | | | 245 | |
| | | | |
| Accounts payable - Affiliated companies | | 170 | | | 119 | |
| | | | |
| Accrued taxes | | 333 | | | 335 | |
| Accrued interest | | 89 | | | 101 | |
| Other | | 12 | | | 15 | |
| | 1,040 | | | 891 | |
| NONCURRENT LIABILITIES: | | | | |
| Long-term debt and other long-term obligations | | 7,056 | | | 6,629 | |
| Accumulated deferred income taxes | | 1,664 | | | 1,540 | |
| Property taxes | | 6 | | | 321 | |
| Regulatory liabilities | | 496 | | | 476 | |
Noncurrent operating lease obligation(2) | | 404 | | | 405 | |
| Other | | 8 | | | 9 | |
| | 9,634 | | | 9,380 | |
TOTAL LIABILITIES(3) | | 10,674 | | | 10,271 | |
| | | | |
| MEMBERS' EQUITY: | | | | |
| Members' equity | | 2,250 | | | 2,250 | |
| Retained earnings | | 804 | | | 588 | |
| Total members' equity | | 3,054 | | | 2,838 | |
| Noncontrolling interest | | 838 | | | 780 | |
| TOTAL EQUITY | | 3,892 | | | 3,618 | |
| | | | |
COMMITMENTS, GUARANTEES AND CONTINGENCIES (NOTE 7.) | | | | |
| | | | |
| TOTAL LIABILITIES AND EQUITY | | $ | 14,566 | | | $ | 13,889 | |
(1) Includes $409 million as of September 30, 2026, and December 31, 2025, associated with affiliated leases.
(2) Includes $403 million as of September 30, 2026, and December 31, 2025, associated with affiliated leases.
(3) As of September 30, 2026, and December 31, 2025, the assets of FET's VIE were $5,176 million and $4,532 million, respectively, that can only be used to settle obligations of the VIE. As of September 30, 2026, and December 31, 2025, these assets include, respectively: Accounts receivable of $28 million and $26 million, Notes receivable from affiliated companies of $144 million and $21 million, Prepaid taxes and other current assets of $1 million and $3 million, Property, plant, and equipment of $4,771 million and $4,249 million, Goodwill of $224 million and $224 million, Operating lease right-of-use asset of $1 million and $1 million, and Other noncurrent assets of $7 million and $8 million. The consolidated liabilities as of September 30, 2026, and December 31, 2025, include $2,389 million and $2,185 million, respectively, of liabilities of the VIE
whose creditors have no recourse to FET. As of September 30, 2026, and December 31, 2025, these liabilities include, respectively: Accounts payable of $103 million and $78 million, Accrued interest of $28 million and $16 million, Accrued taxes of $4 million and $8 million, Other current liabilities of $6 million and $7 million, Long-term debt and other long-term obligations of $1,722 million and $1,474 million, Accumulated deferred income taxes of $493 million and $434 million, Regulatory liabilities of $31 million and $16 million, and Other noncurrent liabilities of $2 million and $2 million. In addition, liabilities as of December 31, 2025, include $150 million of Short-term borrowings.
See Notes to Consolidated Financial Statements.
FIRSTENERGY TRANSMISSION, LLC
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2026 | | |
| (In millions) | | Members' Equity | | Retained Earnings | | Total Members' Equity | | Noncontrolling Interest | | Total Equity | | |
Balance, January 1, 2026 | | $ | 2,250 | | | $ | 588 | | | $ | 2,838 | | | $ | 780 | | | $ | 3,618 | | | |
| Net income | | — | | | 123 | | | 123 | | | 19 | | | 142 | | | |
| Cash distribution declared | | — | | | (50) | | | (50) | | | — | | | (50) | | | |
Balance, March 31, 2026 | | $ | 2,250 | | | $ | 661 | | | $ | 2,911 | | | $ | 799 | | | $ | 3,710 | | | |
| Net income | | — | | | 125 | | | 125 | | | 20 | | | 145 | | | |
| Cash distribution declared | | — | | | (50) | | | (50) | | | — | | | (50) | | | |
Balance, June 30, 2026 | | $ | 2,250 | | | $ | 736 | | | $ | 2,986 | | | $ | 819 | | | $ | 3,805 | | | |
| Net income | | — | | | 118 | | | 118 | | | 19 | | | 137 | | | |
| Cash distribution declared | | — | | | (50) | | | (50) | | | — | | | (50) | | | |
Balance, September 30, 2026 | | $ | 2,250 | | | $ | 804 | | | $ | 3,054 | | | $ | 838 | | | $ | 3,892 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2025 |
| (In millions) | | Members' Equity | | Retained Earnings | | Total Members' Equity | | Noncontrolling Interest | | Total Equity |
Balance, January 1, 2025 | | $ | 2,250 | | | $ | 286 | | | $ | 2,536 | | | $ | 774 | | | $ | 3,310 | |
| Net income | | — | | | 109 | | 109 | | 19 | | | 128 | |
| Cash distribution declared | | — | | | (50) | | | (50) | | | — | | | (50) | |
Balance, March 31, 2025 | | $ | 2,250 | | | $ | 345 | | | $ | 2,595 | | | $ | 793 | | | $ | 3,388 | |
| Net income | | — | | | 100 | | | 100 | | | 18 | | | 118 | |
| Cash distribution declared | | — | | | (50) | | | (50) | | | — | | | (50) | |
Balance, June 30, 2025 | | $ | 2,250 | | | $ | 395 | | | $ | 2,645 | | | $ | 811 | | | $ | 3,456 | |
| Net income | | — | | | 181 | | | 181 | | | 21 | | | 202 | |
| Cash distribution declared | | — | | | (50) | | | (50) | | | — | | | (50) | |
Balance, September 30, 2025 | | $ | 2,250 | | | $ | 526 | | | $ | 2,776 | | | $ | 832 | | | $ | 3,608 | |
See Notes to Consolidated Financial Statements.
FIRSTENERGY TRANSMISSION, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| (In millions) | | 2026 | | 2025 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
| Net income | | $ | 424 | | | $ | 448 | |
| Adjustments to reconcile net income to net cash from operating activities- | | | | |
| Depreciation and amortization | | 290 | | | 271 | |
| | | | |
| | | | |
| Deferred income taxes and investment tax credits, net | | 111 | | | 7 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Allowance for equity funds used during construction | | (56) | | | (42) | |
| Transmission revenue collections, net | | 54 | | | 124 | |
Gain on PATH-WV liquidation (Note 1.) | | (4) | | | — | |
| | | | |
| | | | |
| Changes in current assets and liabilities- | | | | |
| Receivables | | 19 | | | 16 | |
| | | | |
| Prepaid taxes and other current assets | | 5 | | | (23) | |
| Accounts payable | | 4 | | | 23 | |
| Accrued taxes | | (81) | | | (49) | |
| Accrued interest | | (12) | | | 10 | |
| | | | |
| Other current liabilities | | (3) | | | (1) | |
| | | | |
| | | | |
| | | | |
| Other | | 3 | | | 11 | |
| Net cash provided from operating activities | | 754 | | | 795 | |
| | | | |
| | | | |
| | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
| Capital investments | | (1,132) | | | (1,083) | |
| | | | |
| | | | |
| | | | |
| Loans with affiliated companies, net | | 62 | | | (110) | |
| Asset removal costs | | (97) | | | (84) | |
PATH-WV liquidation distribution (Note 1.) | | 21 | | | — | |
| Other | | (3) | | | (4) | |
| Net cash used for investing activities | | (1,149) | | | (1,281) | |
| | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
| New financing- | | | | |
| Long-term debt | | 425 | | | 1,475 | |
| Short-term borrowings - affiliated companies, net | | 66 | | | — | |
| Short-term borrowings - other, net | | 125 | | | — | |
| | | | |
| | | | |
| Redemptions and repayments- | | | | |
| Long-term debt | | (75) | | | (625) | |
| Short-term borrowings - affiliated companies, net | | (1) | | | (1) | |
| Short-term borrowings - other, net | | — | | | (20) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Distribution payments | | (150) | | | (150) | |
| Other | | (3) | | | (13) | |
| Net cash provided from financing activities | | 387 | | | 666 | |
| | | | |
| Net change in cash and cash equivalents | | (8) | | | 180 | |
| Cash and cash equivalents, at beginning of period | | 8 | | | 8 | |
| Cash and cash equivalents, at end of period | | $ | — | | | $ | 188 | |
| | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | | | | |
| Significant non-cash transactions: | | | | |
| Accrued capital investments | | $ | 147 | | | $ | 117 | |
See Notes to Consolidated Financial Statements.
FIRSTENERGY TRANSMISSION, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| | | | | | | | |
Note Number | | Page Number |
| | |
| 1. | | |
| | |
| 2. | Revenue | |
| | |
| 3. | | |
| | |
| 4. | | |
| | |
| 5. | | |
| | |
| 6. | | |
| | |
| 7. | | |
| | |
| 8. | Transactions with Affiliated Companies | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Defined terms and abbreviations used herein have the meanings set forth in the Glossary of Terms.
FET, a consolidated VIE of FE, is the parent of the FET Subsidiaries. Through its subsidiaries, FET owns high-voltage transmission facilities in PJM, which consist of 12,515 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 Ohio, Pennsylvania, West Virginia, Maryland and Virginia. FET plans, operates, and maintains its transmission system in accordance with NERC reliability standards and other applicable regulatory requirements. In addition, FET and its subsidiaries comply with the regulations, orders, policies and practices prescribed by FERC and the PUCO, PPUC, WVPSC, MDPSC and VSCC.
On May 31, 2022, Brookfield acquired 19.9% of the issued and outstanding membership interests of FET. On March 25, 2024, Brookfield acquired an additional incremental 30% equity interest in FET. As a result of the closing of the transaction, Brookfield’s interest in FET increased from 19.9% to 49.9%, while FE retained the remaining 50.1% ownership interests of FET. FET continues to be consolidated in FirstEnergy’s financial statements. Pursuant to the terms of the FET P&SA II, in connection with the closing, Brookfield, FET and FE entered into the A&R Fourth FET LLC Agreement, which amended and restated in its entirety the Third Amended and Restated Limited Liability Company Agreement of FET. The A&R Fourth FET LLC Agreement, among other things, provides for the governance, exit, capital and distribution, and other arrangements for FET from and following the closing. Under the A&R Fourth FET LLC Agreement, as of the closing, the FET Board consists of five directors, two of whom are appointed by Brookfield and three of whom are appointed by FE.
On May 20, 2026, FE, FET and Brookfield entered into the A&R FET LLC Agreement, which amends and restates the A&R Fourth FET LLC Agreement in its entirety. The A&R FET LLC Agreement implements the application of the parties’ existing governance arrangements under the A&R Fourth FET LLC Agreement to FET’s participation in Valley Link and Grid Growth. The relative ownership percentages of the members of FET, the size and composition of FET’s board of directors, the ownership-based thresholds at which Brookfield’s rights apply, and the scope of the matters as to which Brookfield has consent, consultation or other approval rights with respect to FET, in each case as set forth in the A&R Fourth FET LLC Agreement, are not modified by the A&R FET LLC Agreement.
As of March 25, 2024, FET owns 100% of MAIT’s equity interests (Class A and Class B). FET presents FE’s ownership of FET’s special purpose membership interest net assets and net income as NCI. NCI is included as a component of equity on FET’s Consolidated Balance Sheets. So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.
FET also owns a 34% equity interest in Valley Link, which is the holding company formed by FET, DominionHV, and Transource on November 25, 2024, for the purpose of managing and executing those projects awarded by PJM to the Valley Link Subsidiaries. The Valley Link Subsidiaries comprise the entities that are expected to develop, construct, own, operate and maintain those transmission projects awarded by PJM.
FET owns a 50% equity interest in Grid Growth, which is the holding company formed by FET and Transource on February 13, 2026, for the purpose of managing and executing those projects awarded by PJM to Grid Growth and/or its subsidiaries. Grid Growth is the sole owner of Grid Growth Ohio and owns an 80% interest in Grid Growth EHV, with Transource owning the remaining interest.
FET and its subsidiaries follow GAAP and comply with the related regulations, orders, policies and practices prescribed by the SEC, FERC and the PUCO, PPUC, WVPSC, MDPSC and VSCC. The accompanying interim financial statements as of September 30, 2026, and for the three and nine months ended September 30, 2026, and 2025, are unaudited, but reflect all adjustments, consisting of normal recurring adjustments, that, in the opinion of management, are necessary for the fair presentation of the financial statements. The Consolidated Balance Sheets as of December 31, 2025, were derived from audited financial statements. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. The reported results of operations are not necessarily indicative of results of operations for any future period.
These interim financial statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and disclosures normally included in financial statements and notes prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim financial statements should be read in conjunction with the audited financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026.
FET and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation as appropriate and permitted pursuant to GAAP. FET and its subsidiaries consolidate a VIE (MAIT) when it is determined to be a primary beneficiary. Investments in affiliates over which FET and its subsidiaries have the ability to exercise
significant influence, but do not have a controlling financial interest, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage of FET's ownership share of the entity’s earnings is reported in the Consolidated Statements of Income.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Economic Conditions
FET and the FET Subsidiaries continue to monitor supply lead times in light of demand increases across the industry, including due to data center usage, and the imposition of tariffs and retaliatory tariffs that have been, and may be, imposed by the U.S. government in response. In addition, ongoing geopolitical conflicts have contributed to volatility in global energy markets and fuel and transportation costs, which may further impact supply availability or pricing. FET and the FET Subsidiaries continue to implement mitigation strategies to address volatility in interest rates, inflation, and supply constraints and do not expect any corresponding service disruptions or any material impact on its capital investment plan. However, a prolonged continuation or further increase in demand, sustained or escalating geopolitical tensions, rising fuel costs, or the continuation of uncertain or adverse macroeconomic conditions, including inflationary pressures and new or increased existing tariffs, could lead to an increase in supply chain disruptions that could, in turn, have an adverse effect on FET’s consolidated results of operations, cash flow and financial condition.
Goodwill
Goodwill is evaluated for impairment annually on July 31 and more frequently if indicators of impairment arise. In evaluating goodwill for impairment, qualitative factors are assessed to determine whether it is more likely than not (that is, likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying value (including goodwill). If it is concluded that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, then no further testing is required. However, if management concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying value or bypasses the qualitative assessment, then the quantitative goodwill impairment test is performed to identify a potential goodwill impairment and measure the amount of impairment to be recognized, if any.
No impairment of goodwill was indicated in 2026. A qualitative assessment was performed, assessing economic, industry and market considerations in addition to overall performance. Key factors used in the assessment included: interest rates, expected investments, utility sector market performance, regulatory and legal developments, and other market considerations. It was determined that the fair values of the reporting unit was, more likely than not, greater than their carrying values and a quantitative analysis was not necessary.
Capitalized Financing Costs
For the three months ended September 30, 2026, and 2025, capitalized financing costs on FET’s Consolidated Statements of Income include $20 million and $16 million, respectively, of allowance for equity funds used during construction and $6 million and $7 million, respectively, of capitalized interest.
For the nine months ended September 30, 2026, and 2025, capitalized financing costs on FET’s Consolidated Statements of Income include $56 million and $42 million, respectively, of allowance for equity funds used during construction and $17 million and $15 million, respectively, of capitalized interest.
Investments
Valley Link - On February 21, 2025, FET, DominionHV and Transource entered into the Valley Link Operating Agreement, which established the general framework for Valley Link and the Valley Link Subsidiaries to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to Valley Link. This general framework includes parameters regarding the relationship among the three members, confers governance rights to members so long as certain ownership percentages are maintained, as described below, and defines the list of projects that Valley Link will have the right to develop. Valley Link is the owner of the Valley Link Subsidiaries, which are organized in various states. On February 26, 2025, in response to the 2024 PJM RTEP Open Window, PJM awarded two electric transmission projects to Valley Link that, at the time of the award, were estimated to cost approximately $3 billion, with FET's share estimated to be approximately $1 billion.
As of February 21, 2025, the relative ownership interests of the members are FET (34%), DominionHV (30%), and Transource (36%), and Valley Link will not be consolidated with FET for financial or tax reporting purposes and expects to be accounted for under equity method accounting. Investment balances as of September 30, 2026, and earnings during the first nine months of 2026 related to Valley Link were immaterial.
Grid Growth - On February 13, 2026, FET and Transource entered into the Grid Growth Operating Agreement, which established the general framework for Grid Growth to accept, design, develop, construct, own, operate and finance certain transmission projects awarded by PJM to certain of the subsidiaries of Grid Growth. This general framework includes parameters regarding the relationship between the two members, confers governance rights to members so long as certain ownership percentages are maintained and defines the list of projects that Grid Growth will have the right to develop. As of February 13,
2026, the relative ownership interests of the members are 50% by each of FET and Transource. Grid Growth is the sole owner of Grid Growth Ohio and owns an 80% interest in Grid Growth EHV, with Transource owning the remaining interest. FET’s ownership interest in Grid Growth is subject to the equity method of accounting. There were no investment balances as of September 30, 2026, and no earnings were recognized during the first nine months of 2026 related to Grid Growth.
On February 12, 2026, in response to the 2025 PJM RTEP Open Window, PJM awarded a project to Grid Growth that, at the time of the award, was estimated to cost approximately $1 billion, with FET’s share estimated to be approximately $448 million.
PATH-WV - A subsidiary of FET formerly owned 50% of PATH-WV, which was a joint venture with a subsidiary of AEP. In March 2024, PATH completed the process of terminating all of its FERC-jurisdictional rates and facilities, with the result that PATH no longer is a “public utility” and no longer is subject to FERC jurisdiction. During the second quarter of 2026, FET received cash payments of approximately $21 million after the liquidation of PATH was authorized by FirstEnergy and its non-affiliated joint venture partner. The cash payment is in “PATH-WV liquidation distribution” within “Cash from Investing Activities” of FET’s Consolidated Statements of Cash Flows.
Segment Information
FET has one operating segment, which is the entire entity. FET's Consolidated Statements of Income are consistent with the internal financial reports used by FET's President, its CODM. FET's CODM uses earnings attributable to FET to regularly assess performance and considers actual versus budget variances to make operating decisions and allocate resources. FET considers Other operating expenses, Provision for depreciation, General taxes, Interest expense and Income taxes to be significant expenses. See the Consolidated Statements of Income. Total Assets are reported on the Consolidated Balance Sheets and Capital investments are reported within Cash Flows from Investing on the Consolidated Statement of Cash Flows.
New Accounting Pronouncements
Recently Issued Pronouncements - The following new authoritative accounting guidance issued by the FASB has not yet been adopted. Unless otherwise indicated, management is currently assessing the impact such guidance may have on its financial statements and disclosures, as well as the potential to early adopt (where applicable). Management has assessed other FASB issuances of new standards not described below based upon the current expectation that such new standards will not significantly impact FET's financial statements.
ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" (Issued in November 2024 and subsequently updated within ASU 2025-01): ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for FET beginning with the Annual Report on Form 10-K for the year ended December 31, 2027, with early adoption permitted. The guidance is permitted to be applied prospectively, and comparative disclosures are not required for reporting periods beginning before the effective date. Entities can elect to apply the new standard retrospectively to any or all prior periods presented in the financial statements.
ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (Issued in September 2025): ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will start capitalizing eligible costs when management has authorized and committed to funding the software project, and when it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable that the project will be completed, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 is effective for FET beginning with the financial statements for the first quarter of 2028, with early adoption permitted. The guidance is permitted to be applied using a prospective, retrospective or modified transition approach.
ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities” (Issued in December 2025): ASU 2025-10 establishes authoritative guidance for the recognition, measurement, presentation, and disclosure of government grants received by business entities. ASU 2025-10 requires that a government grant be recognized when it is probable that the entity will comply with the conditions of the grant and that the grant will be received. It permits two approaches for asset related grants either the cost reduction method (reduce the carrying amount of the asset) or the deferred income method (recognize income over the useful life of the asset). Income-related grants are recognized systematically in income as the related costs are incurred. ASU 2025-10 is effective for FET beginning with financial statements for the first quarter of 2029, with early adoption permitted. The guidance is permitted to be applied using a modified prospective, modified retrospective or full retrospective approach.
ASU 2026‑02, “Environmental Credits and Environmental Credit Obligations (Topic 818)” (Issued in May 2026): ASU 2026‑02 establishes new guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The standard requires entities to account for environmental credits based on their intended use, including whether the credits are expected to be used for compliance purposes, held for sale, or used for voluntary initiatives. The guidance also requires recognition of liabilities for environmental credit obligations and introduces a measurement model
that incorporates both credits on hand and credits required to settle the obligation. ASU 2026‑02 is permitted to be applied retrospectively through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption. ASU 2026‑02 is effective for FET beginning with financial statements for the first quarter of 2028, with early adoption permitted.
2. REVENUE
FET and its subsidiaries account for revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers. Revenue from leases, financial instruments, other contractual rights or obligations and other revenues that are not from contracts with customers are outside the scope of the standard and accounted for under other existing GAAP.
The following table represents a disaggregation of revenue from contracts with regulated transmission customers for the three and nine months ended September 30, 2026, and 2025, by transmission owner:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues from Contracts with Customers by Transmission Asset Owner | | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| | (In millions) |
| ATSI | | $ | 261 | | | $ | 273 | | | $ | 837 | | | $ | 792 | |
| TrAIL | | 65 | | | 66 | | | 189 | | | 197 | |
| MAIT | | 148 | | | 121 | | | 435 | | | 365 | |
| | | | | | | | |
| Total Revenue from Contracts with Customers | | 474 | | | 460 | | | 1,461 | | | 1,354 | |
Other revenue unrelated to contracts with customers | | 5 | | | 4 | | | 19 | | | 13 | |
| Total revenues | | $ | 479 | | | $ | 464 | | | $ | 1,480 | | | $ | 1,367 | |
3. INCOME TAXES
FET and its subsidiaries’ interim effective income tax rates reflect the estimated annual effective income tax rates for 2026 and 2025. These tax rates are affected by estimated annual permanent items, such as AFUDC equity and other flow-through items, as well as certain discrete items. The following table reconciles the effective income tax rate to the federal income tax statutory rate for the three and nine months ended September 30, 2026, and 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, |
| (In millions) | 2026 | | 2025 | | 2026 | | 2025 | |
| Amount | | % | | Amount | | % | | Amount | | % | | Amount | | % | |
| Income before income taxes | $ | 178 | | | | | $ | 178 | | | | | $ | 551 | | | | | $ | 496 | | | | |
| Federal statutory income tax | $ | 37 | | | 21.0 | % | | $ | 37 | | | 21.0 | % | | $ | 116 | | | 21.0 | % | | $ | 104 | | | 21.0 | % | |
| Federal: | | | | | | | | | | | | | | | | |
| Tax credits | — | | | — | % | | (1) | | | (0.6) | % | | (2) | | | (0.4) | % | | (1) | | | (0.2) | % | |
| Nontaxable and Nondeductible: | | | | | | | | | | | | | | | | |
| AFUDC equity income | (4) | | | (2.3) | % | | (3) | | | (1.7) | % | | (12) | | | (2.2) | % | | (9) | | | (1.8) | % | |
| AFUDC equity depreciation | 1 | | | 0.5 | % | | — | | | — | % | | 1 | | | 0.2 | % | | 1 | | | 0.2 | % | |
| | | | | | | | | | | | | | | | |
| Other: | | | | | | | | | | | | | | | | |
| Excess deferred tax amortization | (2) | | | (1.1) | % | | 5 | | | 2.8 | % | | (1) | | | (0.2) | % | | 3 | | | 0.6 | % | |
| Remeasurement of excess deferred income taxes | — | | | — | % | | (70) | | | (39.3) | % | | — | | | — | % | | (70) | | | (14.1) | % | |
| Federal and state related flow-through | 1 | | | 0.5 | % | | (1) | | | (0.6) | % | | — | | | — | % | | (2) | | | (0.4) | % | |
| | | | | | | | | | | | | | | | |
| Other | — | | | — | % | | 1 | | | 0.5 | % | | 3 | | | 0.6 | % | | — | | | — | % | |
| Changes in unrecognized tax benefits | — | | | — | % | | — | | | — | % | | (2) | | | (0.4) | % | | — | | | — | % | |
State and municipal income taxes, net of federal effect (1) | 8 | | | 4.4 | % | | 8 | | | 4.4 | % | | 24 | | | 4.4 | % | | 22 | | | 4.4 | % | |
Total income taxes (benefits) (2) | $ | 41 | | | 23.0 | % | | $ | (24) | | | (13.5) | % | | $ | 127 | | | 23.0 | % | | $ | 48 | | | 9.7 | % | |
(1) Pennsylvania makes up the majority of FET’s respective domestic state income taxes, net of federal effect.
(2) There were no amounts for the three or nine months ended September 30, 2026, or 2025, related to cross-border tax laws, changes in laws or rates, changes in valuation allowances, or foreign tax effects.
For federal income tax purposes, FET files as a consolidated group with its subsidiaries and maintains an intercompany income tax allocation agreement for the allocation of consolidated tax liability, including corporate AMT. Prior to the closing of the FET Equity Interest Sale, FET and its subsidiaries were included in the FirstEnergy consolidated group for federal income tax purposes and were parties to the FirstEnergy intercompany income tax allocation agreement.
On February 18, 2026, the U.S. Treasury and IRS issued guidance that allows certain tax repair deductions in computing corporate AMT. As a result of this guidance, FET reversed $10 million in corporate AMT credit carryforwards in the first quarter of 2026 related to corporate AMT incurred and paid in prior tax years, none of which had an impact to the effective tax rate. The FET consolidated tax group remains subject to the corporate AMT, but expects that this allowance for certain tax repair deductions will reduce future corporate AMT liability.
On July 4, 2025, President Trump signed into law the OBBBA, which makes permanent certain corporate tax incentives from the TCJA and accelerates the phase out of tax credits for wind and solar projects, but is not expected to materially impact FET.
During 2025, FERC issued orders to a non-affiliate concluding that, based on certain previously issued IRS private letter rulings, certain NOL carryforward deferred tax assets, as computed on a separate return basis, should be included in rate base for ratemaking purposes. FET determined in the third quarter of 2025 that these rulings and orders also would apply to certain of its subsidiaries, resulting in a benefit from a reduction in regulatory liabilities, reflected as the remeasurement of excess deferred income taxes, and an increase in accumulated deferred income tax assets for ratemaking purposes. FET made the appropriate updates in its annual formula rates for the impacted subsidiaries.
FET will continue to monitor and evaluate future tax legislation, guidance from the U.S. Treasury and/or the IRS, including guidance related to the corporate AMT, and developments concerning the regulatory treatment of income taxes by FERC and/or applicable state regulatory authorities, that could negatively impact FET’s cash flows, results of operations and financial condition.
4. FAIR VALUE MEASUREMENTS
LONG-TERM DEBT AND OTHER LONG-TERM OBLIGATIONS
All borrowings with initial maturities of less than one year are defined as short-term financial instruments under GAAP and are reported as “Short-term borrowings” on the Consolidated Balance Sheets at cost. Since these borrowings are short-term in nature, FET believes that their costs approximate their fair market value.
The following table provides the approximate fair value and related carrying value of long-term debt, which excludes unamortized debt issuance costs, discounts and premiums as of September 30, 2026, and December 31, 2025:
| | | | | | | | | | | |
| September 30, 2026 | | December 31, 2025 |
| (In millions) |
| Carrying value | $ | 7,100 | | | $ | 6,750 | |
| Fair value | $ | 6,516 | | | $ | 6,576 | |
The fair values of long-term debt and other long-term obligations reflect the present value of the cash outflows relating to those securities based on the current call price, the yield to maturity or the yield to call, as deemed appropriate at the end of each respective period. The yields assumed were based on securities with similar characteristics offered by corporations with credit ratings similar to those of FET and the FET Subsidiaries. FET and the FET Subsidiaries classified short-term borrowings and long-term debt and other long-term obligations as Level 2 in the fair value hierarchy as of September 30, 2026, and December 31, 2025.
The following table summarizes the redemptions and issuances of FET and the FET Subsidiaries during the nine months ended September 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | |
| Company | Type | Redemption / Issuance Date | Interest Rate | Maturity | Amount (In millions) | Description | | |
| Redemptions | | |
| ATSI | Senior Unsecured | April, 2026 | 4.00% | 2026 | $75 | Redeemed senior unsecured notes that became due. | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Issuances | | |
| MAIT | Senior Unsecured | April, 2026 | 5.02% | 2036 | $250 | Proceeds were used to: (i) repay short-term borrowings; (ii) to finance capital expenditures; (iii) to fund working capital; and (iv) to fund other general corporate purposes. | | |
| ATSI | Senior Unsecured | April, 2026 | 5.19% | 2033 | $175 | Proceeds were used to: (i) repay short-term borrowings, including short-term borrowings incurred to repay at maturity $75 million aggregate principal amount of ATSI's 4.00% senior unsecured notes due 2026; (ii) to finance capital expenditures; (iii) to fund working capital; and (iv) to fund general corporate purposes. | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
FET and the FET Subsidiaries may from time to time, seek to retire or purchase outstanding debt through open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as FET or the FET Subsidiaries may determine, and will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors.
5. VARIABLE INTEREST ENTITIES
FET and its subsidiaries perform qualitative analyses to determine whether a variable interest qualifies FET or its subsidiaries as the primary beneficiary (a controlling financial interest) of a VIE. An enterprise has a controlling financial interest if it has both: (i) the power to direct the activities of a VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. FET consolidates a VIE when it is determined that it is the primary beneficiary.
Consolidated VIEs
•MAIT - At its inception, MAIT issued Class A membership interests to FET and Class B membership interests to FE PA predecessors (PN and ME). The Class A interests represent the functional equivalent of managing interests, providing FET with the power to direct the activities that most significantly impact MAIT's performance. The Class B interests represent the functional equivalent of economic interest conveying no kick-out or participating rights over the Class A membership interests. Management concluded that MAIT is a VIE and that FET is the primary beneficiary because FET has exposure to the economics of MAIT and the power to direct the significant activities of MAIT through its ownership of the Class A membership interests. On January 1, 2024, FE PA, as successor-in-interest to PN and ME, transferred their respective Class B equity interests of MAIT to FE. FE ultimately contributed the MAIT Class B equity interests to FET in exchange for a special purpose membership interest in FET. The transfer of the Class B membership interests to FET during the first quarter of 2024 had no impact on MAIT's classification as a VIE.
FET has not provided any guarantees or other credit support for the benefit of MAIT or MAIT's creditors.
Unconsolidated VIEs
•Valley Link - Investment balances as of September 30, 2026, and earnings during the first nine months of 2026 related to Valley Link were immaterial. See Note 1., “Organization and Basis of Presentation – Investments," and Note 7., “Commitments, Guarantees and Contingencies,” of the Notes to Consolidated Financial Statements for additional information related to Valley Link.
•Grid Growth - There were no investment balances as of September 30, 2026, and no earnings were recognized during the first nine months of 2026 related to Grid Growth. See Note 1., “Organization and Basis of Presentation – Investments," of the Notes to Consolidated Financial Statements for additional information related to Grid Growth.
6. REGULATORY MATTERS
FERC REGULATORY MATTERS
With respect to their transmission services and rates, the FET Subsidiaries are subject to regulation by FERC. Under the FPA, FERC regulates rates for transmission of electric power, regulatory accounting and reporting under the Uniform System of Accounts, and other matters. FERC regulations require the FET Subsidiaries to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of the FET Subsidiaries are subject to functional control by PJM, and transmission service using the FET Subsidiaries’ transmission facilities is provided by PJM under the PJM Tariff.
Federally enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the FET Subsidiaries. NERC is the ERO designated by FERC to establish and enforce these reliability standards, although NERC has delegated day-to-day implementation and enforcement of these reliability standards to six regional entities, including RFC. All of the facilities that the FET Subsidiaries operate are located within the RFC region. FET actively participates in the NERC and RFC stakeholder processes and otherwise monitors and manages its companies, including the FET Subsidiaries, in response to the ongoing development, implementation and enforcement of the reliability standards implemented and enforced by RFC.
FET and the FET Subsidiaries believe that they are in material compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities FET and/or the FET Subsidiaries occasionally learn of isolated facts or circumstances that could be interpreted as excursions from the reliability standards. If and when such occurrences are found, FET and the FET Subsidiaries develop information about the occurrence and develop a remedial response to the specific circumstances, including in appropriate cases “self-reporting” an occurrence to RFC. Moreover, it is clear that NERC, RFC and FERC will continue to refine existing reliability standards as well as to develop and adopt new reliability standards. Any inability on FET's and/or the FET Subsidiaries' part to comply with the reliability standards for its bulk electric system could result in the imposition of financial penalties, or obligations to upgrade or build transmission facilities, that could have a material adverse effect on FET's and/or the FET Subsidiaries' financial condition, results of operations and cash flows.
Transmission ROE Incentive
On February 24, 2022, the OCC filed a complaint with FERC against ATSI, AEP’s Ohio affiliate and American Electric Power Service Corporation, and Duke Energy Ohio, Inc. asserting that FERC should reduce the ROE utilized in the utilities’ transmission formula rates by eliminating the 50 basis point adder associated with RTO membership, effective February 24, 2022. The OCC contended that this result is required because Ohio law mandates that transmission owning utilities join an RTO and that the 50 basis point adder is applicable only where RTO membership is voluntary. On December 15, 2022, FERC denied the complaint as to ATSI and Duke Energy Ohio, Inc., but granted it as to AEP’s Ohio affiliate. AEP’s Ohio affiliate and OCC appealed FERC’s orders to the Sixth Circuit. On January 17, 2025, the Sixth Circuit ruled that the 50 basis point adder is available only where RTO membership is voluntary, that Ohio law requires Ohio’s transmission utilities to be members of an RTO, and that it was unlawful for FERC to excise the adder from AEP’s Ohio affiliate rates, but not from the Duke Energy Ohio, Inc. and ATSI rates. During 2024, as a result of the ruling, ATSI recognized a $46 million pre-tax charge, with interest, of which $42 million is reported in “Transmission Revenues” and $4 million is reported in “Miscellaneous income, net” on the Consolidated Statements of Income, to reflect the expected refund owed to transmission customers back to February 24, 2022. On June 20, 2025, and June 24, 2025, ATSI and AEP’s Ohio affiliate, respectively, applied for the Supreme Court of the U.S. to review the Sixth Circuit’s decision. On November 10, 2025, the Supreme Court of the U.S. denied ATSI’s petition for the court to review the case. On November 13, 2025, the Sixth Circuit issued a mandate sending the case back to FERC for further proceedings. On June 25, 2026, FERC issued an order on remand directing ATSI to submit a compliance filing within 30 days to remove the RTO incentive and make refunds with interest within 30 days for the period beginning February 24, 2022, through the date of the refund. On July 22, 2026, FERC approved ATSI’s subsequent request to defer the deadline to issue refunds until February 28, 2027, in order to accommodate the PJM and MISO processes for processing refunds as directed by FERC’s order. On July 27, 2026, ATSI submitted to FERC a filing to amend its formula rate to remove on a going-forward basis 50 basis points of authorized earnings in compliance with FERC’s orders. ATSI also filed a request for rehearing on July 27, 2026, arguing that the Federal Power Act limited the refund period to 15 months. On August 27, 2026, FERC denied the request for rehearing by operation of law and on October 30, 2026, FERC issued an order on the merits continuing to deny the request for rehearing. On October 21, 2026, ATSI appealed FERC’s June 25, 2026, order to the Sixth Circuit, where the case remains pending. As of September 30, 2026, ATSI’s estimated refund obligation, including interest, totaled approximately $51 million, which is recorded in “Regulatory liabilities” on FET’s Consolidated Balance Sheets
Transmission ROE Methodology
A proposed rulemaking proceeding concerning transmission rate incentives provisions of Section 219 of the 2005 Energy Policy Act was initiated in March of 2020 and remains pending before FERC. Among other things, the rulemaking explored whether utilities should collect an “RTO membership” ROE incentive adder for more than three years. FirstEnergy is a member of PJM, and its transmission subsidiaries could be affected by the proposed rulemaking. FirstEnergy participated in comments on the supplemental rulemaking that were submitted by a group of PJM transmission owners and by various industry trade groups. If there were to be any changes to the FET Subsidiaries’ transmission incentive ROE, such changes will be applied on a prospective basis; provided however, due to the Sixth Circuit’s ruling in the Transmission ROE Incentive matter described above,
ATSI revised the ROE in its transmission rates effective August 1, 2026.
Transmission Planning Supplemental Projects
On September 27, 2023, the OCC filed a complaint against ATSI, PJM and other transmission utilities in Ohio alleging that the PJM Tariff and operating agreement are unjust, unreasonable, and unduly discriminatory because they include no provisions to ensure PJM’s review and approval for the planning, need, prudence and cost-effectiveness of the PJM Tariff Attachment M-3 “Supplemental Projects.” Supplemental Projects are projects that are planned and constructed to address local needs on the transmission system. The OCC demands that FERC: (i) require PJM to review supplemental projects for need, prudence and cost-effectiveness; (ii) appoint an independent transmission monitor to assist PJM in such review; and (iii) require that Supplemental Projects go into rate base only through a “stated rate” procedure whereby prior FERC approval would be needed for projects with costs that exceed an established threshold. Subsequently, intervenors expanded the scope of this proceeding to all of the transmission utilities in the PJM market. The FET Subsidiaries and the other transmission utilities in Ohio and in the PJM market filed comments. The matter is pending before FERC.
Local Transmission Planning Complaint
On December 19, 2024, the Industrial Energy Consumers of America, a group representing large industrial customers, and state consumer advocates filed a complaint at FERC that asserts that transmission owners are overbuilding “local transmission facilities” with corresponding unjustified increases in transmission rates. The complaint demands that FERC: (i) prohibit transmission owners from planning “local transmission facilities” that are rated at 100 kV or higher, (ii) appoint “independent transmission monitors” to conduct such planning, and (iii) condition construction of local transmission facilities on the facility having been planned by the “independent transmission monitor.” FirstEnergy is participating in this matter through a consortium of PJM transmission owners and through certain trade groups, including EEI. FirstEnergy, together with the PJM transmission owners, filed a motion to dismiss the complaint on March 20, 2025, which is pending before FERC. FET is unable to predict the outcome or estimate the impact that this complaint may have on the FET Subsidiaries, however, whether this lawsuit moves forward could have a material impact on FET and its transmission capital investment strategy.
Abandonment Transmission Rate Incentive
On February 26, 2025, PJM completed its 2024 PJM RTEP Open Window process and, among other actions, designated each of ATSI and PE to construct certain transmission projects. On July 11, 2025, ATSI and PE filed a joint application for the abandonment incentive with FERC, which was approved on September 9, 2025. Effective September 10, 2025, ATSI and PE each became eligible to recover 50% of the project costs incurred prior to September 10, 2025, and 100% of the project costs incurred thereafter for any projects subsequently cancelled for reasons beyond the control of utility management.
Large Load Interconnection Rulemaking
On October 23, 2025, the U.S. Secretary of Energy directed FERC to conduct a rulemaking procedure to develop regulations that would speed interconnection to the transmission system of large loads, including AI data centers and “hybrid” data center/electric generation facilities. The U.S. Secretary of Energy advanced 14 principles to guide this outcome, including that such large loads should be responsible for paying the costs of any network transmission system upgrades required for interconnection of such large loads. The U.S. Secretary of Energy requested that FERC take final action by April 30, 2026. On October 27, 2025, FERC noticed the U.S. Secretary of Energy’s directive for comment, and subsequently established November 21, 2025, as the deadline for initial comments and December 5, 2025, as the deadline for reply comments. FET and its transmission affiliates, as well as over 150 other parties, filed comments. On June 18, 2026, FERC established a “show cause” proceeding for PJM and the PJM transmission owners, while also establishing similar dockets for each of the other RTOs and ISOs and their respective transmission owners. FERC is using the “show cause” proceeding as a means for the affected transmission owners to submit tariff revisions to address the requirements needed to interconnect and serve customers seeking transmission service on behalf of large loads. On July 28, 2026, PJM filed a motion with FERC advising of its plans to submit the compliance filing in mid-November 2026, which FERC accepted on August 14, 2026. On August 17, 2026, the PJM transmission owners filed a partial compliance filing to set a rate for interim network integration transmission service. On September 22, 2026, FERC issued an order dismissing all requests for rehearing and clarified that the June 18, 2026, order made no final determination and that the matter is in abeyance pending submission of the compliance filing. FET is unable to predict the outcome of this proceeding.
Valley Link Formula Transmission Rate
On March 14, 2025, the Valley Link joint venture filed an application at FERC for forward-looking formula transmission rates to provide for cost recovery for the portfolio of selected projects. Among other things, the transmission rate application provides for a hypothetical capital structure of 40% debt and 60% equity, and a base ROE of 10.9% with associated templates and protocols, as well as transmission rate incentives, including the abandonment rate incentive, the CWIP rate incentive, the RTO participation adder incentive, the hypothetical capital structure incentive, and the precommercial regulatory asset incentive. On May 14, 2025, FERC issued an initial order that, among other things, accepted the requested abandonment rate incentive, CWIP rate incentive, RTO participation adder incentive, and precommercial regulatory asset rate incentive, and allowed the formula rate to go into effect on May 13, 2025, as requested, subject to refund, pending further settlement and hearing proceedings. Settlement
negotiations are ongoing. The hypothetical capital structure incentive and the other open rate design matters are being addressed in confidential settlement negotiations.
Grid Growth Formula Transmission Rate
On March 6, 2026, the Grid Growth joint venture filed an application at FERC for new forward-looking formula transmission rates to provide for cost recovery for the portfolio of projects that PJM has designated for Grid Growth to construct and operate. Among other things, the transmission rate application provides for a hypothetical capital structure of 40% debt and 60% equity, and a base ROE of 10.8% with associated templates and protocols, as well as transmission rate incentives, including the abandonment rate incentive, the CWIP rate incentive, the hypothetical capital structure incentive, and the precommercial regulatory asset incentive. The application requested an effective date of May 6, 2026. On July 2, 2026, FERC issued an initial order that, among other things, accepted the requested abandonment rate incentive, CWIP rate incentive, the hypothetical capital structure incentive, and precommercial regulatory asset rate incentive, and allowed the formula rate to go into effect on May 6, 2026, as requested, subject to refund, pending further settlement and hearing proceedings. FERC set Grid Growth’s proposed ROE, proxy cost of debt, and formula rate template for settlement and hearing. On August 3, 2026, a group of consumer advocates requested rehearing of FERC’s July 2, 2026, order. On August 12, 2026, the parties commenced confidential settlement negotiations.
AMP v. ATSI
On February 5, 2026, AMP filed at FERC a complaint against ATSI contesting ATSI’s recovery of certain deferred taxes in ATSI’s 2026 transmission rates. On February 25, 2026, ATSI filed an answer to AMP’s complaint and on May 6, 2026, FERC issued an order affirming ATSI’s position and denying AMP’s challenge. On June 5, 2026, AMP requested a rehearing. FERC did not act on AMP’s rehearing request before the July 2, 2026, statutory deadline. On July 6, 2026, FERC issued a notice of denial stating that it would issue an order on the merits at a later time. On September 24, 2026, FERC issued its order on the merits affirming its May 6, 2026, order. On October 5, 2026, FERC filed an unopposed motion to hold the case in abeyance pending the outcome of AMP’s appeal in a separate FERC proceeding involving AEP; the motion was granted in an order issued on October 20, 2026.
PJM Interim Resource Adequacy Service
On August 13, 2026, PJM filed with FERC its interim resource adequacy service proposal, which would permit curtailment to data centers that did not bring their own supply of new generation resources. On September 3, 2026, FirstEnergy filed a limited protest of certain elements of PJM’s filing. On October 9, 2026, FERC issued an order accepting PJM’s proposed large load definition and PJM’s proposal to establish a registry to log and track such large loads. FERC rejected all of the remaining elements of PJM’s proposal without prejudice.
7. COMMITMENTS, GUARANTEES AND CONTINGENCIES
GUARANTEES AND OTHER ASSURANCES
FET has various financial and performance guarantees and indemnifications which can be issued in the normal course of business. These contracts include debt guarantees, stand-by LOCs and surety bonds. FET enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. The maximum potential amounts of future payments FET and the FET Subsidiaries could be required to make under these guarantees as of September 30, 2026, was $160 million, as summarized below:
| | | | | | | | |
| Guarantees and Other Assurances | | Maximum Exposure |
| | (In millions) |
| Valley Link | | $ | 102 | |
Surety bonds(1) | | 36 | |
| LOCs | | 22 | |
| | |
| Total Guarantees and Other Assurances | | $ | 160 | |
(1) Surety bonds are not tied to a credit rating, and their impact assumes maximum contractual obligations, which is ordinarily 100% of the face amount of the surety bond except with respect to $1 million of surety bond obligations for which the collateral obligation is capped at 60% of the face amount, and typical obligations require 30 days to cure.
In 2025, FET, DominionHV and Transource entered into an equity support agreement to enable Valley Link to enter into a credit facility with a third party. The equity support agreement expires once all Valley Link credit agreement obligations are satisfied or when FET has fulfilled its support obligations under the equity support agreement. As of September 30, 2026, the maximum exposure of FET’s support obligations relating to the Valley Link credit facility was $102 million. On October 21, 2026, Valley Link amended its credit facility, increasing FET’s maximum support obligation to $221 million.
COLLATERAL AND CONTINGENT-RELATED FEATURES
In the normal course of business, FET and the FET Subsidiaries may enter into physical or financially settled contracts. Certain agreements contain provisions that require FET or the FET Subsidiaries to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon FET’s or the FET Subsidiaries’ credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. FET and the FET Subsidiaries have posted $22 million of collateral, in the form of LOCs, as of September 30, 2026.
ENVIRONMENTAL MATTERS
Various federal, state and local authorities regulate FET regarding air and water quality, hazardous and solid waste management and disposal, and other environmental matters. While FET’s environmental policies and procedures are designed to achieve compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and potential revision by the implementing agencies. FET cannot predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions that may evolve.
On March 12, 2025, the EPA announced its intent to reevaluate or reconsider numerous environmental regulations, many of which apply to FET and the FET Subsidiaries. The final outcome of this initiative remains unknown, but regular required rulemaking processes and procedures still apply, and, as anticipated litigation has occurred. The disclosures herein do not attempt to discern potential impacts of these deregulatory actions until and unless formal rulemaking or other regulatory actions are announced and the potential impacts to operations can be discerned.
OTHER LEGAL PROCEEDINGS
There are various lawsuits, claims and proceedings related to FET's normal business operations pending against FET or its subsidiaries. The loss or range of loss in these matters is not expected to be material to FET or its subsidiaries. The other potentially material items not otherwise discussed above are described under Note 6., "Regulatory Matters," of the Notes to Consolidated Financial Statements.
FET accrues legal liabilities only when it concludes that it is probable that it has an obligation for such costs and can reasonably estimate the amount of such costs. In cases where FET determines that it is not probable, but reasonably possible that it has a material obligation, it discloses such obligations and the possible loss or range of loss if such estimate can be made. If it were ultimately determined that FET or its subsidiaries have legal liability or are otherwise made subject to liability based on any of the matters referenced above, it could have a material adverse effect on FET's or its subsidiaries' financial condition, results of operations and cash flows.
8. TRANSACTIONS WITH AFFILIATED COMPANIES
In addition to the intercompany income tax allocation and the short-term borrowing arrangement, FET and its subsidiaries have revenues, operating expense and interest expense transactions with affiliated companies, primarily FESC and the Electric Companies. The affiliated company transactions during the three and nine months ended September 30, 2026, and 2025, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| | (In millions) |
| Revenues | | $ | 5 | | | $ | 4 | | | $ | 19 | | | $ | 13 | |
| | | | | | | | |
| Other operating expenses: | | | | | | | | |
| Ground lease expense | | 6 | | | 6 | | | 18 | | | 18 | |
FESC support services(1) | | 67 | | | 67 | | | 184 | | | 190 | |
Other affiliate support services(1) | | 27 | | | 27 | | | 86 | | | 91 | |
| Interest income | | 2 | | | 3 | | | 7 | | | 12 | |
| | | | | | | | |
| Interest expense | | 1 | | | — | | | 1 | | | 2 | |
(1) Includes amounts capitalized of $55 million and $54 million for the three months ended September 30, 2026, and 2025, respectively, and $156 million for the nine months ended September 30, 2026, and 2025.
FE does not bill directly or allocate any of its costs to any subsidiary company. 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. Allocated costs are for services that are provided on behalf of more than one company, or costs that cannot be precisely identified and are allocated using formulas developed by FESC. Intercompany transactions are generally settled under commercial terms within thirty days.
As FET and its subsidiaries do not have employees, employees from the Electric Companies perform maintenance and project work in support of FET and its subsidiaries. Labor and overhead costs associated with these activities are charged by the affiliates to FET's subsidiaries at cost.
As regulated money pool participants, the FET Subsidiaries have the ability to borrow from each other, regulated affiliates and the FE holding company to meet their short-term working capital requirements. Affiliated company notes receivables and payables related to the money pool are reported as "Notes receivable from affiliated companies" or "Short-term borrowings - Affiliated companies" on the Consolidated Balance Sheets. Affiliate accounts receivable and accounts payable balances relate to intercompany transactions that have not yet settled through the money pool.
For federal income tax purposes, FET files as a consolidated group with its subsidiaries and maintains an intercompany income tax allocation agreement for the allocation of consolidated tax liability, including corporate AMT. Prior to the closing of the FET Equity Interest Sale, FET and its subsidiaries were included in the FirstEnergy consolidated group for federal income tax purposes and were parties to the FirstEnergy intercompany income tax allocation agreement. See Note 3., "Income Taxes," of the Notes to Consolidated Financial Statements for additional information.
In addition to service costs, interest on obligations, expected return on plan assets, and prior service costs, FirstEnergy recognizes in net periodic benefit costs a pension and OPEB mark-to-market adjustment for the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement. FET's subsidiaries are allocated a portion of net periodic benefit costs from affiliates. These amounts are expected to be refunded or recovered through formula transmission rates. Additionally, other pension and OPEB net periodic costs (credits) allocated to FET's subsidiaries from affiliates were approximately $7 million and $9 million for the nine months ended September 30, 2026, and 2025, respectively.
FET presents FE’s ownership of FET’s special purpose membership interest net assets and net income as NCI, which is included as a component of equity on FET’s Consolidated Balance Sheets.
ATSI has a ground lease with the Ohio Companies and FE PA under an operating lease agreement. Land use is rented to ATSI under the terms and conditions of a ground lease. ATSI, the Ohio Companies and FE PA reserve the right to use (and to permit authorized others to use) the land for any purpose that does not cause a violation of electrical safety code or applicable law, or does not impair ATSI's ability to satisfy its service obligations. Additional uses of such land for ATSI's facilities require prior written approval from the applicable operating companies. ATSI purchases directly any new property acquired for transmission use. ATSI makes fixed quarterly lease payments for the ground lease through December 31, 2049, unless terminated prior to maturity, or extended by ATSI for up to 10 additional successive periods of 50 years each.
MAIT has a ground lease with FE PA under an operating lease agreement. FE PA reserves the right to use (and to permit authorized others to use) the land for any purpose that does not cause a violation of electrical safety code or applicable law, or does not impair MAIT's ability to satisfy its service obligations. Additional uses of such land for MAIT's facilities require prior written approval from the applicable operating company. MAIT purchases directly any new property acquired for transmission use. MAIT makes variable quarterly lease payments through January 1, 2043, unless terminated prior to maturity, or extended by MAIT for up to two additional successive periods of 25 years each and one successive term of 24 years.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FIRSTENERGY TRANSMISSION, LLC
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q discusses the three and nine months ended September 30, 2026, and year-over-year comparisons between the three and nine months ended September 30, 2026, and 2025, and should be read in conjunction with FET’s interim financial statements and notes included in this Form 10-Q, and its audited financial statements and notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026.
FET'S BUSINESS
FET was organized as a limited liability company under the laws of the State of Delaware in 2006. On May 31, 2022, Brookfield acquired 19.9% of the membership interests of FET. On March 25, 2024, Brookfield acquired an additional 30% of the outstanding membership interests of FET. As a result, Brookfield’s equity interest in FET increased to 49.9%, while FE retained the remaining 50.1% equity interest in FET. FET is a consolidated VIE of FE. On January 1, 2024, PN and ME contributed their respective Class B equity interests of MAIT to FE, which were ultimately contributed to FET in exchange for a special purpose membership interest in FET. So long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.
On May 20, 2026, FE, FET and Brookfield entered into the A&R FET LLC Agreement, which amends and restates the A&R Fourth FET LLC Agreement in its entirety. The A&R FET LLC Agreement implements the application of the parties’ existing governance arrangements under the A&R Fourth FET LLC Agreement to FET’s participation in Valley Link and Grid Growth. The relative ownership percentages of the members of FET, the size and composition of FET’s board of directors, the ownership-based thresholds at which Brookfield’s rights apply, and the scope of the matters as to which Brookfield has consent, consultation or other approval rights with respect to FET, in each case as set forth in the A&R Fourth FET LLC Agreement, are not modified by the A&R FET LLC Agreement.
FET is the holding company for the FET Subsidiaries. Through its subsidiaries, FET owns and operates high-voltage transmission facilities within the PJM Region, which consist of 12,515 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 Ohio, Pennsylvania, West Virginia, Maryland and Virginia. FET has a single operating segment. FET’s revenues are derived primarily from the FET Subsidiaries. The FET Subsidiaries, in turn, derive nearly all of their revenues from providing network transmission service, point-to-point transmission service, and scheduling, control and dispatch service over their respective systems. The FET Subsidiaries are subject to regulation by FERC and applicable state regulatory authorities. The FET Subsidiaries' rate base was $8.8 billion as of December 31, 2025.
The FET Subsidiaries' transmission facilities are connected to generation resources, distribution facilities and neighboring transmission systems. The transmission facilities currently transmit electricity in the PJM market from generating stations to local electricity distribution facilities located, in the case of ATSI, primarily in Ohio and Pennsylvania, in the case of MAIT, primarily in Pennsylvania, and in the case of TrAIL, primarily in Pennsylvania, West Virginia and northern Virginia.
As transmission-only companies, the FET Subsidiaries function as conduits, moving power from affiliated and unaffiliated generators to local distribution facilities or to interconnected transmission systems either entirely through their own systems or in conjunction with neighboring transmission systems. Affiliated and unaffiliated entities then distribute power through these local distribution facilities to end-use customers. The transmission of electricity by the FET Subsidiaries is a central function to the provision of electricity to residential, commercial and industrial end-use customers. PJM, on behalf of the FET Subsidiaries, charges rates established by the FET Subsidiaries using a forward-looking cost-of-service formula rate template on file with FERC.
The FET Subsidiaries, together with PJM, plan, operate and maintain their respective transmission systems in accordance with the reliability standards developed by NERC and approved by FERC to ensure reliable service to customers. The business strategy for the FET Subsidiaries’ transmission systems is to operate, maintain and invest in transmission infrastructure to continue to ensure system integrity and reliability and to prudently manage expenses, capital expenditures and regulatory compliance.
FERC policy currently permits recovery of prudently incurred costs associated with expansion and updating of transmission infrastructure within its jurisdiction. FERC's policies on recovery of transmission costs continue to evolve, evidenced by ongoing proceedings to determine an appropriate ROE methodology to determine transmission ROEs, to determine whether FERC's existing policies on transmission rate incentives should be revised, and to determine whether transmission utilities will be permitted to invest in transmission system network upgrades that are constructed to serve AI-related facilities such as data centers.
PJM RTEP Open Window Projects
On February 21, 2025, FET, DominionHV and Transource entered into the Valley Link Operating Agreement, which established the general framework for Valley Link and the Valley Link Subsidiaries to accept, design, develop, construct, own, operate and finance those transmission projects awarded by PJM to Valley Link. This general framework includes parameters regarding the relationship among the three members, confers governance rights to members so long as certain ownership percentages are maintained, as described below, and defines the list of projects that Valley Link will have the right to develop. Valley Link is the owner of the Valley Link Subsidiaries, which are organized in various states. On February 26, 2025, in response to the 2024 PJM RTEP Open Window, PJM awarded two electric transmission projects to Valley Link that, at the time of award, were estimated to cost approximately $3 billion, with FET’s share estimated to be approximately $1 billion.
On February 13, 2026, FET and Transource entered into the Grid Growth Operating Agreement, which established the general framework for Grid Growth to accept, design, develop, construct, own, operate and finance certain transmission projects awarded by PJM to certain of the subsidiaries of Grid Growth. This general framework includes parameters regarding the relationship between the two members, confers governance rights to members so long as certain ownership percentages are maintained and defines the list of projects that Grid Growth will have the right to develop. The relative ownership interests of the members are 50% by each of FET and Transource. Grid Growth is the sole owner of Grid Growth Ohio and owns an 80% interest in Grid Growth EHV, with Transource owning the remaining interest. On February 12, 2026, in response to the 2025 PJM RTEP Open Window, PJM awarded a project to Grid Growth that, at the time of the award, was estimated to cost approximately $1 billion, with FET’s share estimated to be approximately $448 million.
As part of its investment plan, FET and the FET Subsidiaries expect to continue to consider opportunities to submit transmission projects through the PJM RTEP Open Window process to address expansion projects including opportunities in the 2026 PJM RTEP Open Window.
Energize365
A robust plan for customer-focused growth, Energize365 is the centerpiece of FET's regulated transmission capital investment strategy that aims to utilize all investments to support its strategic priorities including clean energy, improving grid reliability and resiliency and supporting the clean energy transition. Through the Energize365 program, FET expects to spend approximately $11.6 billion in system-wide capital investments from 2026 through 2030. FET believes there is a continued long-term pipeline of investment opportunities for its existing transmission infrastructure beyond those identified through 2030. Among other things, large load development represents a significant source of potential long-term investment growth for FET, including opportunities for substantial investment in transmission infrastructure, such as new and upgraded transmission lines and substations, along with network upgrades that are expected to maintain system reliability and facilitate customer interconnections.
RESULTS OF OPERATIONS
Summary of Results of Operations — Third Quarter 2026 Compared with Third Quarter 2025
FET financial results for the third quarter of 2026 and 2025 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, |
(In millions) | | 2026 | | 2025 | | Change |
| Revenues: | | | | | | |
| Revenue from non-affiliates | | $ | 474 | | | $ | 460 | | | $ | 14 | |
| Revenue from affiliates | | 5 | | | 4 | | | 1 | |
| Total Revenues | | 479 | | | 464 | | | 15 | |
| | | | | | |
| Operating Expenses: | | | | | | |
| Other operating expenses | | 74 | | | 68 | | | 6 | |
| Provision for depreciation | | 95 | | | 88 | | | 7 | |
| Amortization of regulatory assets, net | | 1 | | | 1 | | | — | |
| General taxes | | 64 | | | 73 | | | (9) | |
| Total Operating Expenses | | 234 | | | 230 | | | 4 | |
| | | | | | |
| | | | | | |
| | | | | | |
| Other Income (Expense): | | | | | | |
| Interest income from affiliates | | 2 | | | 3 | | | (1) | |
| Miscellaneous expense, net | | (8) | | | (1) | | | (7) | |
| | | | | | |
| Interest expense - other | | (86) | | | (81) | | | (5) | |
| Interest expense - affiliates | | (1) | | | — | | | (1) | |
| Capitalized financing costs | | 26 | | | 23 | | | 3 | |
| Total Other Expense | | (67) | | | (56) | | | (11) | |
| | | | | | |
| | | | | | |
| Income taxes (benefits) | | 41 | | | (24) | | | 65 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Income attributable to noncontrolling interest | | 19 | | | 21 | | | (2) | |
| | | | | | |
| Earnings Attributable to FirstEnergy Transmission, LLC | | $ | 118 | | | $ | 181 | | | $ | (63) | |
Results of Operations— Third Quarter of 2026 Compared with Third Quarter of 2025
Earnings attributable to FET decreased by $63 million in the third quarter of 2026, as compared to the same period of 2025, primarily due to the absence of a discrete tax benefit related to a remeasurement of excess deferred income taxes recognized in 2025 and higher net financing costs, partially offset by higher revenues from regulated capital investments that increased overall rate base.
Revenues
Total revenues increased by $15 million in the third quarter of 2026, as compared to the same period of 2025, primarily due to a higher overall rate base.
Revenues by transmission asset owner are shown in the following table:
| | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, |
| Revenues by Transmission Asset Owner | | 2026 | | 2025 | | Change |
| | | | (In millions) | | |
| ATSI | | $ | 267 | | | $ | 278 | | | $ | (11) | |
| TrAIL | | 66 | | | 68 | | | (2) | |
| MAIT | | 149 | | | 121 | | | 28 | |
| | | | | | |
| Intercompany Eliminations | | (3) | | | (3) | | | — | |
| Total Consolidated Revenues | | $ | 479 | | | $ | 464 | | | $ | 15 | |
Operating Expenses
Total operating expenses increased by $4 million in the third quarter of 2026, as compared to the same period of 2025, primarily due to higher depreciation and higher operating and maintenance expenses, partially offset by lower property tax expenses. Nearly all operating expenses are recovered through formula rates.
Other Expenses
Total other expenses increased by $11 million in the third quarter of 2026, as compared to the same period of 2025, primarily due to higher interest expenses from new long-term debt issuances and higher interest on transmission revenue collection balances, partially offset by higher capitalized financing costs.
Income Taxes
FET's effective tax rate for the three months ended September 30, 2026, and 2025, was 23.0% and (13.5)%, respectively. The increase in the effective tax rate was primarily due to the absence in 2026 of a tax benefit related to a remeasurement of excess deferred income taxes recognized in 2025.
Summary of Results of Operations — First Nine Months of 2026 Compared with First Nine Months of 2025
FET financial results for the first nine months of 2026 and 2025 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
(In millions) | | 2026 | | 2025 | | Change |
| Revenues: | | | | | | |
| Revenue from non-affiliates | | $ | 1,461 | | | $ | 1,354 | | | $ | 107 | |
| Revenue from affiliates | | 19 | | | 13 | | | 6 | |
| Total Revenues | | 1,480 | | | 1,367 | | | 113 | |
| | | | | | |
| Operating Expenses: | | | | | | |
| Other operating expenses | | 233 | | | 226 | | | 7 | |
| Provision for depreciation | | 280 | | | 262 | | | 18 | |
| Amortization of regulatory assets, net | | 4 | | | 4 | | | — | |
| General taxes | | 230 | | | 220 | | | 10 | |
| Total Operating Expenses | | 747 | | | 712 | | | 35 | |
| | | | | | |
| | | | | | |
| | | | | | |
| Other Income (Expense): | | | | | | |
| Interest income from affiliates | | 7 | | | 12 | | | (5) | |
| Miscellaneous income (expense), net | | (8) | | | 1 | | | (9) | |
| | | | | | |
| Interest expense - other | | (253) | | | (227) | | | (26) | |
| Interest expense - affiliates | | (1) | | | (2) | | | 1 | |
| Capitalized financing costs | | 73 | | | 57 | | | 16 | |
| Total Other Expense | | (182) | | | (159) | | | (23) | |
| | | | | | |
| | | | | | |
| Income taxes | | 127 | | | 48 | | | 79 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Income attributable to noncontrolling interest | | 58 | | | 58 | | | — | |
| | | | | | |
| Earnings Attributable to FirstEnergy Transmission, LLC | | $ | 366 | | | $ | 390 | | | $ | (24) | |
Results of Operations— First Nine Months of 2026 Compared with First Nine Months of 2025
Earnings attributable to FET decreased by $24 million in the first nine months of 2026, as compared to the same period of 2025, primarily due to the absence of a discrete tax benefit related to a remeasurement of excess deferred income taxes recognized in 2025 and higher net financing costs, partially offset by higher revenues from regulated capital investments that increased overall rate base and true-up adjustments from the annual forward-looking transmission rate filings.
Revenues
Total revenues increased by $113 million in the first nine months of 2026, as compared to the same period of 2025, primarily due to a higher overall rate base, higher recovery of transmission operating expenses, and true-up adjustments from the annual forward-looking transmission rate filings.
Revenues by transmission asset owner are shown in the following table:
| | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| Revenues by Transmission Asset Owner | | 2026 | | 2025 | | Change |
| | | | (In millions) | | |
| ATSI | | $ | 857 | | | $ | 807 | | | $ | 50 | |
| TrAIL | | 193 | | | 201 | | | (8) | |
| MAIT | | 438 | | | 367 | | | 71 | |
| | | | | | |
| Intercompany Eliminations | | (8) | | | (8) | | | — | |
| Total Consolidated Revenues | | $ | 1,480 | | | $ | 1,367 | | | $ | 113 | |
Operating Expenses
Total operating expenses increased by $35 million in the first nine months of 2026, as compared to the same period of 2025, primarily due to higher depreciation and property tax expenses from a higher asset base and planned operating and maintenance expenses. Nearly all operating expenses are recovered through formula rates.
Other Expenses
Total other expenses increased by $23 million in the first nine months of 2026, as compared to the same period of 2025, primarily due to higher interest expenses from new long-term debt issuances and higher interest on transmission revenue collection balances, partially offset by higher capitalized financing costs.
Income Taxes
FET's effective tax rate for the nine months ended September 30, 2026, and 2025, was 23.0% and 9.7%, respectively. The increase in the effective tax rate was primarily due to the absence in 2026 of a tax benefit related to a remeasurement of excess deferred income taxes recognized in 2025.
REGULATORY ASSETS AND LIABILITIES
Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent amounts that are expected to be credited to customers through future regulated rates or amounts collected from customers for costs not yet incurred. The FET Subsidiaries net their regulatory assets and liabilities based on federal jurisdictions.
Management assesses the probability of recovery of regulatory assets, and settlement of regulatory liabilities, at each balance sheet date and whenever new events occur. Factors that may affect probability relate to changes in the regulatory environment, issuance of a regulatory commission order or passage of new legislation. Upon material changes to these factors, where applicable, FET will record new regulatory assets and liabilities and will assess whether it is probable that currently recorded regulatory assets and liabilities will be recovered or settled in future rates.
The following table provides information about the composition of net regulatory assets and liabilities as of September 30, 2026, and December 31, 2025, and the changes during the nine months ended September 30, 2026:
| | | | | | | | | | | | | | | | | | | | |
| Net Regulatory Assets (Liabilities) by Source | | September 30, 2026 | | December 31, 2025 | | Change |
| | (In millions) |
| Customer payables for future income taxes | | $ | (473) | | | $ | (487) | | | $ | 14 | |
| Asset removal costs | | 57 | | | 33 | | | 24 | |
| Deferred transmission costs | | (102) | | | (48) | | | (54) | |
MISO exit fee(1) | | 18 | | | 21 | | | (3) | |
Vegetation management costs(1) | | 4 | | | 5 | | | (1) | |
| | | | | | |
| Net Regulatory Liabilities included on the Consolidated Balance Sheets | | $ | (496) | | | $ | (476) | | | $ | (20) | |
(1) These regulatory assets do not earn a current return, but they are currently being recovered in current rates.
The following is a description of the regulatory assets and liabilities described above:
Customer payables for future income taxes - Reflects amounts to be recovered or refunded through future rates to pay income taxes that become payable when rate revenue is provided to recover items such as AFUDC equity and depreciation of property, plant and equipment for which deferred income taxes were not recognized for ratemaking purposes, including amounts attributable to federal and state tax rate changes such as the TCJA and Pennsylvania House Bill 1342. These amounts are being amortized over the period in which the related deferred tax assets reverse, which is generally over the expected life of the underlying asset.
Asset removal costs - Reflects amounts to be recovered or refunded through future rates to pay for the cost of activities to remove assets that are expected to be incurred at the time of retirement.
Deferred transmission costs - Reflects differences between revenues earned based on actual costs for the FET Subsidiaries' formula transmission rates and the amounts billed, which amounts are recorded as a regulatory asset or liability and recovered or refunded, respectively, in subsequent periods.
MISO exit fee - Relates to the recovery of certain costs from the transfer of control of ATSI's transmission assets from MISO to PJM (amortized through 2030).
Vegetation management costs - Relates to regulatory assets associated with the recovery of certain transmission vegetation management costs at ATSI (amortized through 2030).
CAPITAL RESOURCES AND LIQUIDITY
FET expects its existing sources of liquidity to remain sufficient to meet its anticipated obligations. FET's and the FET Subsidiaries' business is capital intensive, requiring significant resources to fund operating expenses, construction and other expenditures, scheduled debt maturities, interest and distribution payments.
The payment of distributions is reviewed by FET's senior management on an ongoing basis. They review earnings, cash, capital structures, restrictions and expected ongoing cash and earnings prior to a distribution recommendation being made for consideration and authorization by the FET Board. Additionally, so long as FE holds the FET special purpose membership interests, it will receive 100% of any Class B distributions made by MAIT.
In addition to internal sources to fund liquidity and capital requirements for 2026 and beyond, FET and the FET Subsidiaries expect to rely on external sources of funds. Short-term cash requirements not met by cash provided from operations are generally satisfied through affiliated and non-affiliated short-term borrowings. Long-term cash needs may be met through the issuance of long-term debt or equity contributions from FE and/or Brookfield. FET and the FET Subsidiaries expect that borrowing capacity under the Credit Facilities will continue to be available to manage working capital requirements along with continued access to long-term capital markets.
Any financing plans by FET and the FET Subsidiaries including, but not limited to, the raising of equity and issuance of debt, and the refinancing of short-term and maturing long-term debt are subject to market conditions and other factors. No assurance can be given that any such issuances, financing or refinancing, as the case may be, will be completed as anticipated or at all. Any delay in the completion of financing plans could require FET and the FET Subsidiaries to utilize short-term borrowing capacity, which could impact available liquidity. In addition, FET and the FET Subsidiaries expect to continually evaluate any planned financings, which may result in changes from time to time.
FET and the FET Subsidiaries continue to monitor supply lead times in light of demand increases across the industry, including due to data center usage, and the imposition of tariffs and retaliatory tariffs that have been, and may be, imposed by the U.S.
government in response. In addition, ongoing geopolitical conflicts have contributed to volatility in global energy markets and fuel and transportation costs, which may further impact supply availability or pricing. FET and the FET Subsidiaries continue to implement mitigation strategies to address volatility in interest rates, inflation, and supply constraints and do not expect any corresponding service disruptions or any material impact on its capital investment plan. However, a prolonged continuation or further increase in demand, sustained or escalating geopolitical tensions, rising fuel costs, or the continuation of uncertain or adverse macroeconomic conditions, including inflationary pressures and new or increased existing tariffs, could lead to an increase in supply chain disruptions that could, in turn, have an adverse effect on FET’s consolidated results of operations, cash flow and financial condition.
As of September 30, 2026, FET's net deficit in working capital (current assets less current liabilities) was approximately $720 million, primarily due to short-term borrowings, accounts payable, and accrued interest and taxes. FET believes its cash from operations and available liquidity will be sufficient to meet its current working capital needs. See further discussion on cash from operations below.
Short-Term Borrowings / Revolving Credit Facilities
On October 23, 2026, FET and the FET Subsidiaries entered into amendments to their respective credit facilities to, among other things: (i) extend the maturity date of each credit facility for an additional one-year period (a) from October 20, 2030 to October 20, 2031, for the FET credit facility and (b) from October 18, 2029 to October 18, 2030 for the FET Subsidiaries’ credit facility; and (ii) allow for the option to extend the Credit Agreement by up to two additional one-year periods.
Borrowings under the Amended Credit Facilities may be used for working capital and other general corporate purposes. Generally, borrowings under the Amended Credit Facilities are available to each borrower separately and mature on the earlier of 364 days from the date of borrowing or the commitment termination date, as the same may be extended. The Amended Credit Facilities contain financial covenants requiring each borrower to maintain a consolidated debt-to-total-capitalization ratio (as defined under the Amended Credit Facilities) of no more than 65%, and 75% for FET, measured at the end of each fiscal quarter.
The Amended Credit Facilities bear interest at fluctuating interest rates, primarily based on SOFR, including term SOFR and daily simple SOFR. FET has not hedged its interest rate exposure with respect to its floating rate debt. Accordingly, FET's interest expense for any particular period will fluctuate based on SOFR and other variable interest rates. Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on FET's results of operations, cash flows, financial condition and liquidity.
FET had $436 million and $246 million of outstanding short-term borrowings as of September 30, 2026, and December 31, 2025, respectively. FET’s available liquidity as of October 27, 2026, was as follows:
| | | | | | | | | | | | | | | | | | | | | |
| Revolving Credit Facility | | Maturity | | Commitment | | Available Liquidity | |
| | | | (In millions) | |
| FET | | October 2031 | | $ | 1,000 | | | $ | 620 | | |
| ATSI, MAIT and TrAIL | | October 2030 | | 850 | | | 849 | | |
| | Subtotal | | $ | 1,850 | | | $ | 1,469 | | |
| Cash and cash equivalents | | — | | | — | | |
| | Total | | $ | 1,850 | | | $ | 1,469 | | |
The following table summarizes the limitations on short-term indebtedness applicable to each borrower under current regulatory approvals and applicable statutory and/or charter limitations as of September 30, 2026:
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| Individual Borrower | | Regulatory Debt Limitations | | Credit Facility Commitment | | Actual Debt-to-Total-Capitalization Ratio |
| | (In millions) | | | |
| FET | | | N/A | | | $ | 1,000 | | | | 65.9 | % |
ATSI(1) | | | $ | 500 | | | | 350 | | | | 40.8 | % |
MAIT(1) | | | 400 | | | | 350 | | | | 38.3 | % |
TrAIL(1) | | | 400 | | | | 150 | | | | 39.0 | % |
| | | | | | | | | |
| | | |
(1) Regulatory debt limitations include amounts which may be borrowed under the regulated companies’ money pool.
Subject to each borrower’s sublimit, the amounts noted below are available for the issuance of LOCs (subject to borrowings drawn under the Amended Credit Facilities) expiring up to one year from the date of issuance. The stated amount of outstanding LOCs will count against total commitments available under the Amended Credit Facilities and against the applicable borrowers' borrowing sublimit. As of September 30, 2026, FET and the FET Subsidiaries had $22 million in outstanding LOCs, $1 million of which are issued under the Credit Facilities.
| | | | | | | | | | | | | | |
| Revolving Credit Facility | | LOC Availability as of September 30, 2026 | | LOC Utilized as of September 30, 2026 |
| | (In millions) |
| FET | | $ | 100 | | | $ | — | |
| ATSI, MAIT and TrAIL | | 200 | | | 1 | |
The Amended Credit Facilities do not contain provisions that restrict the ability to borrow or accelerate payment of outstanding advances in the event of any change in credit ratings of the borrowers. Pricing is defined in “pricing grids,” whereby the cost of funds borrowed under the Credit Facilities are related to the credit ratings of the company borrowing the funds. Additionally, borrowings under the Amended Credit Facilities are subject to the usual and customary provisions for acceleration upon the occurrence of events of default, including a cross-default for other indebtedness in excess of $100 million.
As of September 30, 2026, FET and the FET Subsidiaries were in compliance with the applicable debt-to-total-capitalization ratio covenants in each case as defined under the Amended Credit Facilities.
FirstEnergy Money Pools
As regulated money pool participants, the FET Subsidiaries have the ability to borrow from each other, regulated affiliates and FE to meet their short-term working capital requirements.
FESC administers these money pools and tracks surplus funds of FE and the respective regulated and unregulated subsidiaries, as the case may be, as well as proceeds available from bank borrowings. Companies receiving a loan under the money pool agreements must repay the principal amount of the loan, together with accrued interest, within 364 days of borrowing the funds. The rate of interest is the same for each company receiving a loan from their respective pool and is based on the average cost of funds available through the pool.
| | | | | | | | | | | |
| Average Interest Rates | Regulated Companies’ Money Pool |
| 2026 | | 2025 |
| For the Three Months Ended September 30, | 4.48% | | 4.35% |
| For the Nine Months Ended September 30, | 4.35% | | 4.67% |
Long-Term Debt Capacity
FET's and the FET Subsidiaries' access to capital markets and costs of financing are influenced by the credit ratings of their securities. The following table displays FET's and the FET Subsidiaries' credit ratings as of October 27, 2026:
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| | Corporate Credit Rating | | Senior Secured | | Senior Unsecured | | Outlook/Credit Watch(1) |
| Issuer | | S&P | | Moody’s | | Fitch | | S&P | | Moody’s | | Fitch | | S&P | | Moody’s | | Fitch | | S&P | | Moody’s | | Fitch |
| FET | | A | | Baa2 | | BBB+ | | — | | — | | — | | A- | | Baa2 | | BBB+ | | S | | S | | S |
| ATSI | | A | | A3 | | A | | — | | — | | — | | A | | A3 | | A+ | | S | | S | | S |
| MAIT | | A | | A3 | | A | | — | | — | | — | | A | | A3 | | A+ | | S | | S | | S |
| TrAIL | | A | | A3 | | A | | — | | — | | — | | A | | A3 | | A+ | | S | | S | | S |
(1) S = Stable
The applicable undrawn and drawn margin on the credit facilities are subject to ratings-based pricing grids. The applicable fee paid on the undrawn commitments and on actual borrowings under the credit facilities are based on FET's senior unsecured non-credit enhanced debt ratings as determined by S&P and Moody's.
FET and the FET Subsidiaries are subject to debt-to-total-capitalization ratios of 75% and 65%, respectively. FET, ATSI, MAIT, and TrAIL could issue debt of approximately $4.2 billion, $3.7 billion, $3.4 billion, and $1.1 billion, respectively, or incur a reduction of equity of approximately $1.4 billion, $2.0 billion, $1.9 billion, and $611 million, respectively, and would remain within the limitations of the financial covenant requirements as defined under the Amended Credit Facilities.
Cash Requirements and Commitments
FET has certain obligations and commitments to make future payments under contracts. For an in-depth discussion of FET’s cash requirements and commitments, see “Capital Resources and Liquidity - Cash Requirements and Commitments" in Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations" within FET’s Form 10-K for the year ended December 31, 2025 (filed on February 24, 2026).
Changes in Cash Position
As of September 30, 2026, FET had no cash and cash equivalents as compared to $8 million of cash and cash equivalents as of December 31, 2025, on the Consolidated Balance Sheets.
The following table summarizes the major classes of cash flow items:
| | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| (In millions) | | 2026 | | 2025 | | Change |
| | | | | | |
| Net cash provided from operating activities | | $ | 754 | | | $ | 795 | | | $ | (41) | |
| Net cash used for investing activities | | (1,149) | | | (1,281) | | | 132 | |
| Net cash provided from financing activities | | 387 | | | 666 | | | (279) | |
| Net change in cash and cash equivalents | | (8) | | | 180 | | | (188) | |
| | | | | | |
| Cash and cash equivalents, at beginning of period | | 8 | | | 8 | | | — | |
| Cash and cash equivalents, at end of period | | $ | — | | | $ | 188 | | | $ | (188) | |
Cash Flows From Operating Activities
FET’s most significant sources of cash are derived from providing network transmission service, point-to-point transmission service, and scheduling, controlling and dispatching service over their respective systems. The most significant use of cash from operating activities is transmitting electricity to serve customers, collecting or returning transmission revenue collections from PJM and paying tax authorities, lenders and other FirstEnergy affiliated companies, including FESC, for a wide range of materials and services.
Net cash provided from operating activities was $754 million and $795 million in the first nine months of 2026 and 2025, respectively. The decrease in cash provided from operating activities in 2026, compared to the same period of 2025, is primarily due to lower net transmission revenue collections based on the timing of formula rate collections, partially offset by higher revenues from regulated capital investments that increased rate base.
Cash Flows From Investing Activities
Net cash used for investing activities in the first nine months of 2026 principally represented cash used for capital investments. The following table summarizes investing activities for the first nine months of 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| Investing Activities | | 2026 | | 2025 | | Change |
| | (In millions) |
| Capital investments | | $ | (1,132) | | | $ | (1,083) | | | $ | (49) | |
| Loans with affiliated companies, net | | 62 | | | (110) | | | 172 | |
| Asset removal costs | | (97) | | | (84) | | | (13) | |
PATH-WV liquidation distribution (Note 1.) | | 21 | | | — | | | 21 | |
| Other | | (3) | | | (4) | | | 1 | |
| | | | | | |
| | $ | (1,149) | | | $ | (1,281) | | | $ | 132 | |
| | | | | | |
Net cash used for investing activities for the first nine months of 2026 decreased by $132 million, as compared to the same period of 2025, primarily due to higher receipts from loans with affiliated companies, and cash distribution payment received in the second quarter of 2026 related to the authorized liquidation and dissolution of PATH-WV, partially offset by increased spend in capital investments and asset removal costs.
Cash Flows From Financing Activities
In the first nine months of 2026 and 2025, net cash provided from financing activities was $387 million and $666 million, respectively. The following table summarizes financing activities for the first nine months of 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| Financing Activities | | 2026 | | 2025 | | Change |
| | (In millions) |
| | | | | | |
| New Issues: | | | | | | |
| | | | | | |
| Senior unsecured notes | | $ | 425 | | | $ | 1,475 | | | $ | (1,050) | |
| | | | | | |
| | | | | | |
| | $ | 425 | | | $ | 1,475 | | | $ | (1,050) | |
| | | | | | |
| Redemptions / Repayments: | | | | | | |
| | | | | | |
| Senior unsecured notes | | $ | (75) | | | $ | (625) | | | $ | 550 | |
| | | | | | |
| | | | | | |
| | $ | (75) | | | $ | (625) | | | $ | 550 | |
| | | | | | |
| Short-term borrowings, net | | $ | 190 | | | $ | (21) | | | $ | 211 | |
| Distribution payments | | (150) | | | (150) | | | — | |
| Other | | (3) | | | (13) | | | 10 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | $ | 387 | | | $ | 666 | | | $ | (279) | |
The following table summarizes the redemptions and issuances of FET and the FET Subsidiaries during the nine months ended September 30, 2026:
| | | | | | | | | | | | | | | | | | | | |
| Company | Type | Redemption / Issuance Date | Interest Rate | Maturity | Amount (In millions) | Description |
| Redemptions |
| ATSI | Senior Unsecured | April, 2026 | 4.00% | 2026 | $75 | Redeemed senior unsecured notes that became due. |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Issuances |
| MAIT | Senior Unsecured | April, 2026 | 5.02% | 2036 | $250 | Proceeds were used to: (i) repay short-term borrowings; (ii) to finance capital expenditures; (iii) to fund working capital; and (iv) to fund other general corporate purposes. |
| ATSI | Senior Unsecured | April, 2026 | 5.19% | 2033 | $175 | Proceeds were used to: (i) repay short-term borrowings, including short-term borrowings incurred to repay at maturity $75 million aggregate principal amount of ATSI's 4.00% senior unsecured notes due 2026; (ii) to finance capital expenditures; (iii) to fund working capital; and (iv) to fund general corporate purposes. |
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FET and the FET Subsidiaries may from time to time, seek to retire or purchase outstanding debt through open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as FET or the FET Subsidiaries may determine, and will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors.
GUARANTEES AND OTHER ASSURANCES
FET has various financial and performance guarantees and indemnifications which can be issued in the normal course of business. These contracts include debt guarantees, stand-by LOCs and surety bonds. FET enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. The maximum potential amounts of future payments FET and the FET Subsidiaries could be required to make under these guarantees as of September 30, 2026, was $160 million. See Note 7., “Commitments, Guarantees and Contingencies,” of the Notes to Consolidated Financial Statements for more information.
In 2025, FET, DominionHV and Transource entered into an equity support agreement to enable Valley Link to enter into a credit facility with a third party. The equity support agreement expires once all Valley Link credit agreement obligations are satisfied or when FET has fulfilled its support obligations under the equity support agreement. As of September 30, 2026, the maximum exposure of FET’s support obligations relating to the Valley Link credit facility was $102 million. On October 21, 2026, Valley Link amended its credit facility, increasing FET’s maximum support obligation to $221 million.
Collateral and Contingent-Related Features
In the normal course of business, FET and the FET Subsidiaries may enter into physical or financially settled contracts. Certain agreements contain provisions that require FET or the FET Subsidiaries to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon FET’s or the FET Subsidiaries’ credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. FET and the FET Subsidiaries have posted $22 million of collateral, in the form of LOCs, as of September 30, 2026.
MARKET RISK INFORMATION
FET and the FET Subsidiaries' exposure to fluctuations in market interest rates is reduced since all long-term debt has fixed interest rates. FET and the FET Subsidiaries are subject to the inherent interest rate risks related to refinancing maturing debt by issuing new debt securities.
Economic Conditions
FET and the FET Subsidiaries continue to monitor supply lead times in light of demand increases across the industry, including due to data center usage, and the imposition of tariffs and retaliatory tariffs that have been, and may be, imposed by the U.S. government in response. In addition, ongoing geopolitical conflicts have contributed to volatility in global energy markets and fuel and transportation costs, which may further impact supply availability or pricing. FET and the FET Subsidiaries continue to implement mitigation strategies to address volatility in interest rates, inflation, and supply constraints and do not expect any corresponding service disruptions or any material impact on its capital investment plan. However, a prolonged continuation or further increase in demand, sustained or escalating geopolitical tensions, rising fuel costs, or the continuation of uncertain or adverse macroeconomic conditions, including inflationary pressures and new or increased existing tariffs, could lead to an increase in supply chain disruptions that could, in turn, have an adverse effect on FET’s consolidated results of operations, cash
flow and financial condition.
CREDIT RISK
Credit risk is the risk that FET would incur a loss as a result of nonperformance by counterparties of their contractual obligations. FET maintains risk policies and procedures with respect to counterparty credit (including requirements that counterparties maintain specified credit ratings) and requires other assurances in the form of credit support or collateral in certain circumstances in order to limit counterparty credit risk. FET has concentrations of suppliers and counterparties. These concentrations may impact FET's overall exposure to credit risk, positively or negatively, as counterparties may be similarly affected by changes in economic, regulatory or other conditions.
OUTLOOK
INCOME TAXES
For federal income tax purposes, FET files as a consolidated group with its subsidiaries and maintains an intercompany income tax allocation agreement for the allocation of consolidated tax liability, including corporate AMT. Prior to the closing of the FET Equity Interest Sale, FET and its subsidiaries were included in the FirstEnergy consolidated group for federal income tax purposes and were parties to the FirstEnergy intercompany income tax allocation agreement.
On February 18, 2026, the U.S. Treasury and IRS issued guidance that allows certain tax repair deductions in computing corporate AMT. As a result of this guidance, FET reversed $10 million in corporate AMT credit carryforwards in the first quarter of 2026 related to corporate AMT incurred and paid in prior tax years, none of which had an impact to the effective tax rate. The FET consolidated tax group remains subject to the corporate AMT, but expects that this allowance for certain tax repair deductions will reduce future corporate AMT liability.
On July 4, 2025, President Trump signed into law the OBBBA, which makes permanent certain corporate tax incentives from the TCJA and accelerates the phase out of tax credits for wind and solar projects, but is not expected to materially impact FET.
During 2025, FERC issued orders to a non-affiliate concluding that, based on certain previously issued IRS private letter rulings, certain NOL carryforward deferred tax assets, as computed on a separate return basis, should be included in rate base for ratemaking purposes. FET determined in the third quarter of 2025 that these rulings and orders also would apply to certain of its subsidiaries, resulting in a benefit from a reduction in regulatory liabilities, reflected as the remeasurement of excess deferred income taxes, and an increase in accumulated deferred income tax assets for ratemaking purposes. FET made the appropriate updates in its annual formula rates for the impacted subsidiaries.
FET will continue to monitor and evaluate future tax legislation, guidance from the U.S. Treasury and/or the IRS, including guidance related to the corporate AMT, and developments concerning the regulatory treatment of income taxes by FERC and/or applicable state regulatory authorities, that could negatively impact FET’s cash flows, results of operations and financial condition.
FERC REGULATORY MATTERS
With respect to their transmission services and rates, the FET Subsidiaries are subject to regulation by FERC. Under the FPA, FERC regulates rates for transmission of electric power, regulatory accounting and reporting under the Uniform System of Accounts, and other matters. FERC regulations require the FET Subsidiaries to provide open access transmission service at FERC-approved rates, terms and conditions. Transmission facilities of the FET Subsidiaries are subject to functional control by PJM, and transmission service using the FET Subsidiaries’ transmission facilities is provided by PJM under the PJM Tariff.
Federally enforceable mandatory reliability standards apply to the bulk electric system and impose certain operating, record-keeping and reporting requirements on the FET Subsidiaries. NERC is the ERO designated by FERC to establish and enforce these reliability standards, although NERC has delegated day-to-day implementation and enforcement of these reliability standards to six regional entities, including RFC. All of the facilities that the FET Subsidiaries operate are located within the RFC region. FET actively participates in the NERC and RFC stakeholder processes and otherwise monitors and manages its companies, including the FET Subsidiaries, in response to the ongoing development, implementation and enforcement of the reliability standards implemented and enforced by RFC.
FET and the FET Subsidiaries believe that they are in material compliance with all currently-effective and enforceable reliability standards. Nevertheless, in the course of operating its extensive electric utility systems and facilities FET and/or the FET Subsidiaries occasionally learn of isolated facts or circumstances that could be interpreted as excursions from the reliability standards. If and when such occurrences are found, FET and the FET Subsidiaries develop information about the occurrence and develop a remedial response to the specific circumstances, including in appropriate cases “self-reporting” an occurrence to RFC. Moreover, it is clear that NERC, RFC and FERC will continue to refine existing reliability standards as well as to develop and adopt new reliability standards. Any inability on FET's and/or the FET Subsidiaries' part to comply with the reliability standards for its bulk electric system could result in the imposition of financial penalties, or obligations to upgrade or build
transmission facilities, that could have a material adverse effect on FET's and/or the FET Subsidiaries' financial condition, results of operations and cash flows.
Transmission ROE Incentive
On February 24, 2022, the OCC filed a complaint with FERC against ATSI, AEP’s Ohio affiliate and American Electric Power Service Corporation, and Duke Energy Ohio, Inc. asserting that FERC should reduce the ROE utilized in the utilities’ transmission formula rates by eliminating the 50 basis point adder associated with RTO membership, effective February 24, 2022. The OCC contended that this result is required because Ohio law mandates that transmission owning utilities join an RTO and that the 50 basis point adder is applicable only where RTO membership is voluntary. On December 15, 2022, FERC denied the complaint as to ATSI and Duke Energy Ohio, Inc., but granted it as to AEP’s Ohio affiliate. AEP’s Ohio affiliate and OCC appealed FERC’s orders to the Sixth Circuit. On January 17, 2025, the Sixth Circuit ruled that the 50 basis point adder is available only where RTO membership is voluntary, that Ohio law requires Ohio’s transmission utilities to be members of an RTO, and that it was unlawful for FERC to excise the adder from AEP’s Ohio affiliate rates, but not from the Duke Energy Ohio, Inc. and ATSI rates. During 2024, as a result of the ruling, ATSI recognized a $46 million pre-tax charge, with interest, of which $42 million is reported in “Transmission Revenues” and $4 million is reported in “Miscellaneous income, net” on the Consolidated Statements of Income, to reflect the expected refund owed to transmission customers back to February 24, 2022. On June 20, 2025, and June 24, 2025, ATSI and AEP’s Ohio affiliate, respectively, applied for the Supreme Court of the U.S. to review the Sixth Circuit’s decision. On November 10, 2025, the Supreme Court of the U.S. denied ATSI’s petition for the court to review the case. On November 13, 2025, the Sixth Circuit issued a mandate sending the case back to FERC for further proceedings. On June 25, 2026, FERC issued an order on remand directing ATSI to submit a compliance filing within 30 days to remove the RTO incentive and make refunds with interest within 30 days for the period beginning February 24, 2022, through the date of the refund. On July 22, 2026, FERC approved ATSI’s subsequent request to defer the deadline to issue refunds until February 28, 2027, in order to accommodate the PJM and MISO processes for processing refunds as directed by FERC’s order. On July 27, 2026, ATSI submitted to FERC a filing to amend its formula rate to remove on a going-forward basis 50 basis points of authorized earnings in compliance with FERC’s orders. ATSI also filed a request for rehearing on July 27, 2026, arguing that the Federal Power Act limited the refund period to 15 months. On August 27, 2026, FERC denied the request for rehearing by operation of law and on October 30, 2026, FERC issued an order on the merits continuing to deny the request for rehearing. On October 21, 2026, ATSI appealed FERC’s June 25, 2026, order to the Sixth Circuit, where the case remains pending. As of September 30, 2026, ATSI’s estimated refund obligation, including interest, totaled approximately $51 million, which is recorded in “Regulatory liabilities” on FET’s Consolidated Balance Sheets
Transmission ROE Methodology
A proposed rulemaking proceeding concerning transmission rate incentives provisions of Section 219 of the 2005 Energy Policy Act was initiated in March of 2020 and remains pending before FERC. Among other things, the rulemaking explored whether utilities should collect an “RTO membership” ROE incentive adder for more than three years. FirstEnergy is a member of PJM, and its transmission subsidiaries could be affected by the proposed rulemaking. FirstEnergy participated in comments on the supplemental rulemaking that were submitted by a group of PJM transmission owners and by various industry trade groups. If there were to be any changes to the FET Subsidiaries’ transmission incentive ROE, such changes will be applied on a prospective basis; provided however, due to the Sixth Circuit’s ruling in the Transmission ROE Incentive matter described above, ATSI revised the ROE in its transmission rates effective August 1, 2026.
Transmission Planning Supplemental Projects
On September 27, 2023, the OCC filed a complaint against ATSI, PJM and other transmission utilities in Ohio alleging that the PJM Tariff and operating agreement are unjust, unreasonable, and unduly discriminatory because they include no provisions to ensure PJM’s review and approval for the planning, need, prudence and cost-effectiveness of the PJM Tariff Attachment M-3 “Supplemental Projects.” Supplemental Projects are projects that are planned and constructed to address local needs on the transmission system. The OCC demands that FERC: (i) require PJM to review supplemental projects for need, prudence and cost-effectiveness; (ii) appoint an independent transmission monitor to assist PJM in such review; and (iii) require that Supplemental Projects go into rate base only through a “stated rate” procedure whereby prior FERC approval would be needed for projects with costs that exceed an established threshold. Subsequently, intervenors expanded the scope of this proceeding to all of the transmission utilities in the PJM market. The FET Subsidiaries and the other transmission utilities in Ohio and in the PJM market filed comments. The matter is pending before FERC.
Local Transmission Planning Complaint
On December 19, 2024, the Industrial Energy Consumers of America, a group representing large industrial customers, and state consumer advocates filed a complaint at FERC that asserts that transmission owners are overbuilding “local transmission facilities” with corresponding unjustified increases in transmission rates. The complaint demands that FERC: (i) prohibit transmission owners from planning “local transmission facilities” that are rated at 100 kV or higher, (ii) appoint “independent transmission monitors” to conduct such planning, and (iii) condition construction of local transmission facilities on the facility having been planned by the “independent transmission monitor.” FirstEnergy is participating in this matter through a consortium of PJM transmission owners and through certain trade groups, including EEI. FirstEnergy, together with the PJM transmission owners, filed a motion to dismiss the complaint on March 20, 2025, which is pending before FERC. FET is unable to predict the outcome or estimate the impact that this complaint may have on the FET Subsidiaries, however, whether this lawsuit moves
forward could have a material impact on FET and its transmission capital investment strategy.
Abandonment Transmission Rate Incentive
On February 26, 2025, PJM completed its 2024 PJM RTEP Open Window process and, among other actions, designated each of ATSI and PE to construct certain transmission projects. On July 11, 2025, ATSI and PE filed a joint application for the abandonment incentive with FERC, which was approved on September 9, 2025. Effective September 10, 2025, ATSI and PE each became eligible to recover 50% of the project costs incurred prior to September 10, 2025, and 100% of the project costs incurred thereafter for any projects subsequently cancelled for reasons beyond the control of utility management.
Large Load Interconnection Rulemaking
On October 23, 2025, the U.S. Secretary of Energy directed FERC to conduct a rulemaking procedure to develop regulations that would speed interconnection to the transmission system of large loads, including AI data centers and “hybrid” data center/electric generation facilities. The U.S. Secretary of Energy advanced 14 principles to guide this outcome, including that such large loads should be responsible for paying the costs of any network transmission system upgrades required for interconnection of such large loads. The U.S. Secretary of Energy requested that FERC take final action by April 30, 2026. On October 27, 2025, FERC noticed the U.S. Secretary of Energy’s directive for comment, and subsequently established November 21, 2025, as the deadline for initial comments and December 5, 2025, as the deadline for reply comments. FET and its transmission affiliates, as well as over 150 other parties, filed comments. On June 18, 2026, FERC established a “show cause” proceeding for PJM and the PJM transmission owners, while also establishing similar dockets for each of the other RTOs and ISOs and their respective transmission owners. FERC is using the “show cause” proceeding as a means for the affected transmission owners to submit tariff revisions to address the requirements needed to interconnect and serve customers seeking transmission service on behalf of large loads. On July 28, 2026, PJM filed a motion with FERC advising of its plans to submit the compliance filing in mid-November 2026, which FERC accepted on August 14, 2026. On August 17, 2026, the PJM transmission owners filed a partial compliance filing to set a rate for interim network integration transmission service. On September 22, 2026, FERC issued an order dismissing all requests for rehearing and clarified that the June 18, 2026, order made no final determination and that the matter is in abeyance pending submission of the compliance filing. FET is unable to predict the outcome of this proceeding.
Valley Link Formula Transmission Rate
On March 14, 2025, the Valley Link joint venture filed an application at FERC for forward-looking formula transmission rates to provide for cost recovery for the portfolio of selected projects. Among other things, the transmission rate application provides for a hypothetical capital structure of 40% debt and 60% equity, and a base ROE of 10.9% with associated templates and protocols, as well as transmission rate incentives, including the abandonment rate incentive, the CWIP rate incentive, the RTO participation adder incentive, the hypothetical capital structure incentive, and the precommercial regulatory asset incentive. On May 14, 2025, FERC issued an initial order that, among other things, accepted the requested abandonment rate incentive, CWIP rate incentive, RTO participation adder incentive, and precommercial regulatory asset rate incentive, and allowed the formula rate to go into effect on May 13, 2025, as requested, subject to refund, pending further settlement and hearing proceedings. Settlement negotiations are ongoing. The hypothetical capital structure incentive and the other open rate design matters are being addressed in confidential settlement negotiations.
Grid Growth Formula Transmission Rate
On March 6, 2026, the Grid Growth joint venture filed an application at FERC for new forward-looking formula transmission rates to provide for cost recovery for the portfolio of projects that PJM has designated for Grid Growth to construct and operate. Among other things, the transmission rate application provides for a hypothetical capital structure of 40% debt and 60% equity, and a base ROE of 10.8% with associated templates and protocols, as well as transmission rate incentives, including the abandonment rate incentive, the CWIP rate incentive, the hypothetical capital structure incentive, and the precommercial regulatory asset incentive. The application requested an effective date of May 6, 2026. On July 2, 2026, FERC issued an initial order that, among other things, accepted the requested abandonment rate incentive, CWIP rate incentive, the hypothetical capital structure incentive, and precommercial regulatory asset rate incentive, and allowed the formula rate to go into effect on May 6, 2026, as requested, subject to refund, pending further settlement and hearing proceedings. FERC set Grid Growth’s proposed ROE, proxy cost of debt, and formula rate template for settlement and hearing. On August 3, 2026, a group of consumer advocates requested rehearing of FERC’s July 2, 2026, order. On August 12, 2026, the parties commenced confidential settlement negotiations.
AMP v. ATSI
On February 5, 2026, AMP filed at FERC a complaint against ATSI contesting ATSI’s recovery of certain deferred taxes in ATSI’s 2026 transmission rates. On February 25, 2026, ATSI filed an answer to AMP’s complaint and on May 6, 2026, FERC issued an order affirming ATSI’s position and denying AMP’s challenge. On June 5, 2026, AMP requested a rehearing. FERC did not act on AMP’s rehearing request before the July 2, 2026, statutory deadline. On July 6, 2026, FERC issued a notice of denial stating that it would issue an order on the merits at a later time. On September 24, 2026, FERC issued its order on the merits affirming its May 6, 2026, order. On October 5, 2026, FERC filed an unopposed motion to hold the case in abeyance pending the outcome of
AMP’s appeal in a separate FERC proceeding involving AEP; the motion was granted in an order issued on October 20, 2026.
PJM Interim Resource Adequacy Service
On August 13, 2026, PJM filed with FERC its interim resource adequacy service proposal, which would permit curtailment to data centers that did not bring their own supply of new generation resources. On September 3, 2026, FirstEnergy filed a limited protest of certain elements of PJM’s filing. On October 9, 2026, FERC issued an order accepting PJM’s proposed large load definition and PJM’s proposal to establish a registry to log and track such large loads. FERC rejected all of the remaining elements of PJM’s proposal without prejudice.
ENVIRONMENTAL MATTERS
Various federal, state and local authorities regulate FET regarding air and water quality, hazardous and solid waste management and disposal, and other environmental matters. While FET’s environmental policies and procedures are designed to achieve compliance with applicable environmental laws and regulations, such laws and regulations are subject to periodic review and potential revision by the implementing agencies. FET cannot predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions that may evolve.
On March 12, 2025, the EPA announced its intent to reevaluate or reconsider numerous environmental regulations, many of which apply to FET and the FET Subsidiaries. The final outcome of this initiative remains unknown, but regular required rulemaking processes and procedures still apply, and, as anticipated litigation has occurred. The disclosures herein do not attempt to discern potential impacts of these deregulatory actions until and unless formal rulemaking or other regulatory actions are announced and the potential impacts to operations can be discerned.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 1., "Organization and Basis of Presentation," of the Notes to Consolidated Financial Statements for a discussion of new accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Information” in Item 2. above.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The management of FET, with the participation of the principal executive officer and principal financial officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer of FET have concluded that its disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2026, there were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, FET's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information required for Part II, Item 1 is incorporated by reference to the discussions in Note 6., “Regulatory Matters,” and Note 7., “Commitments, Guarantees and Contingencies,” of the Notes to Consolidated Financial Statements in Part I., Item 1. of this Form 10-Q.
ITEM 1A. RISK FACTORS
As of September 30, 2026, there has been no material change to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. You should carefully consider the risk factors discussed in "Item 1A. Risk Factors" in FET’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Amendments to Existing Revolving Credit Facilities
On October 23, 2026, FET and the FET Subsidiaries, entered into amendments to their respective credit facilities (collectively, and as amended on October 23, 2026) to, among other things: (i) extend the maturity date of each credit facility for an additional one-year period (a) from October 20, 2030, to October 20, 2031, for the FET credit facility and (b) from October 18, 2029, to October 18, 2030, for the FET Subsidiaries’ credit facility; and (ii) allow for the option to extend the Credit Agreement by up to two additional one-year periods.
The amendments to the Amended Credit Facilities are as follows:
•Amendment No. 3 to Credit Agreement, dated as of October 23, 2026, among FET, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent; and
•Amendment No. 5 to Credit Agreement, dated as of October 23, 2026, among ATSI, MAIT and TrAIL, as borrowers, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent.
The foregoing description of the Amended Credit Facilities is qualified in its entirety by reference to each such amendment entered into by FET, and the FET Subsidiaries each of which is filed hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
ITEM 6. EXHIBITS
| | | | | | | | | | | |
| Exhibit Number | Description |
| | | |
| 10.1 | | Amendment No. 3 to Credit Agreement, dated as of October 23, 2026, among FET, as borrower, the banks and other financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent. (incorporated by reference to FET's Form 8-K filed October 28, 2026, Exhibit 10.1, File No. 333-282554). |
| (A) | 10.2 | | Amendment No. 5 to Credit Agreement, dated as of October 23, 2026, among ATSI, MAIT and TrAIL, as borrowers, the banks and other financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent. |
| (A) | 31.1 | | |
| (A) | 31.2 | | |
| (A) | 32 | | |
| 101 | | The following materials from the Quarterly Report on Form 10-Q of FirstEnergy Transmission, LLC for the period ended September 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Members' Equity, (iv) Consolidated Statements of Cash Flows, (v) related notes to these financial statements and (vi) document and entity information. |
| 104 | | Cover Page Interactive Data File (the cover page XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document contained in Exhibit 101) |
| | | |
(A) Provided herein in electronic format as an exhibit.
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FET has not filed as an exhibit to this Form 10-Q any instrument with respect to long-term debt if the respective total amount of securities authorized thereunder does not exceed 10% of its respective total assets, but hereby agrees to furnish to the SEC on request any such documents.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 3, 2026
| | | | | |
| FIRSTENERGY TRANSMISSION, LLC |
| Registrant |
| |
| /s/ Jason J. Lisowski |
| Jason J. Lisowski |
| Vice President, Controller and Director |
| (Principal Accounting Officer) |