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Section 1: 8-K (8-K)

Document
false0001031296 0001031296 2020-02-07 2020-02-07




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2020
Commission
 
Registrant; State of Incorporation;
 
I.R.S. Employer
File Number
 
Address; and Telephone Number
 
Identification No.
 
 
 
 
 
 
 
 
333-21011
 
FIRSTENERGY CORP
 
34-1843785
 
 
(An
Ohio
Corporation)
 
 
 
 
76 South Main Street
 
 
 
 
Akron
OH
44308
 
 
 
 
Telephone
(800)
736-3402
 
 
 
 
 
 
 
 
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, $0.10 par value per share
 
FE
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.










Item 2.02 Results of Operations and Financial Condition

On February 7, 2020, FirstEnergy Corp. (FirstEnergy or Company) issued two public documents regarding, among other things: results for the three months and year ended December 31, 2019; updating its 2020 GAAP earnings forecast range; affirming operating (non-GAAP) earnings guidance for 2020; and providing a GAAP forecast and operating (non-GAAP) earnings guidance for the first quarter of 2020. FirstEnergy’s Press Release and 4Q 2019 Strategic and Financial Highlights, which are attached as Exhibits 99.1 and 99.2, respectively, hereto and incorporated herein by reference, contain non-GAAP financial measures. Pursuant to the requirements of Regulation G and Item 10(e)(i) of Regulation S-K, FirstEnergy has provided quantitative reconciliations within the Press Release and 4Q 2019 Strategic and Financial Highlights of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP). The information set forth in and incorporated into this Item 2.02 of this Current Report on Form 8-K is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

The attached Press Release and 4Q 2019 Strategic and Financial Highlights contain references to non-GAAP financial measures including, among others, Operating earnings (loss); Operating earnings (loss) per share; Operating earnings (loss) per share on a segment basis. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Operating earnings (loss), Operating earnings (loss) per share and Operating earnings (loss) per share by segment are not calculated in accordance with GAAP to the extent they exclude the impact of “special items.” Special items represent charges incurred or benefits realized that management believes are not indicative of or may obscure trends useful in evaluating the Company’s ongoing core activities and results of operations or otherwise warrant separate classification. Special items also reflect the adjustment to include the full impact of share dilution from the $2.5 billion equity issuance in January 2018. Special items are not necessarily non-recurring. The Company’s management cannot estimate on a forward-looking basis the impact of these items in the context of Operating earnings (loss) per share growth projections because these items, which could be significant, are difficult to predict and may be highly variable. Consequently, the Company is unable to reconcile Operating earnings (loss) per share growth projections to a GAAP measure without unreasonable effort. Operating earnings (loss) per share and Operating earnings (loss) per share for each segment is calculated by dividing Operating earnings (loss), which excludes special items as discussed above, for the periods presented in 2018 by 538 million shares, 539 million shares in full-year 2019, 540 million shares in the fourth quarter 2019, and 542 million





shares in 2020, which reflects the full impact of share dilution from the equity issuance in January 2018. Management uses non-GAAP financial measures such as Operating earnings (loss) and Operating earnings (loss) per share to evaluate the Company’s performance and manage its operations and frequently references these non-GAAP financial measures in its decision-making, using them to facilitate historical and ongoing performance comparisons. Additionally, management uses Operating earnings (loss) per share by segment to further evaluate FirstEnergy’s performance by segment and references this non-GAAP financial measure in its decision-making. Management believes that the non-GAAP financial measures of Operating earnings (loss), Operating earnings (loss) per share and Operating earnings (loss) per share by segment provide consistent and comparable measures of performance of its businesses on an ongoing basis. Management also believes that such measures are useful to shareholders and other interested parties to understand performance trends and evaluate the Company against its peer group by presenting period-over-period operating results without the effect of certain charges or benefits that may not be consistent or comparable across periods or across the Company’s peer group. All of these non-GAAP financial measures are intended to complement, and are not considered as alternatives to, the most directly comparable GAAP financial measures. Also, the non-GAAP financial measures may not be comparable to similarly titled measures used by other entities.

Item 7.01 Regulation FD Disclosure

On February 7, 2020, FirstEnergy expects to post to its website at www.firstenergycorp.com/ir its latest investor FactBook, which has been, among other things, updated in certain respects with information as of the fourth quarter and year ended December 31, 2019.

The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.







Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
 
Description
99.1
 
99.2
 
104
 
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)




























Forward-Looking Statements: This Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Unless the context requires otherwise, as used herein, references to “we”, “us”, “our”, and “FirstEnergy” refer to FirstEnergy Corp. Forward-looking 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: the ability to successfully execute an exit from commodity-based generation, including, without limitation, mitigating exposure for remedial activities associated with formerly owned generation assets; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, our strategy to operate and grow as a fully regulated business, to execute our transmission and distribution investment plans, to continue to reduce costs and to improve our credit metrics, strengthen our balance sheet and grow earnings; legislative and regulatory developments including, but not limited to, matters related to rates, compliance and enforcement activity; economic and weather conditions affecting future operating results, such as significant weather events and other natural disasters, and associated regulatory events or actions; changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business; the risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; the risks associated with the Chapter 11 bankruptcy proceedings involving FirstEnergy Solutions Corp. (FES), its subsidiaries, and FirstEnergy Nuclear Operating company (FENOC) (FES Bankruptcy) that could adversely affect us, our liquidity or results of operations, including, without limitation, that conditions to the FES Bankruptcy settlement agreement may not be met or that the FES Bankruptcy settlement agreement may not be otherwise consummated, and if so, the potential for litigation and payment demands against us by FES or FENOC or their creditors; the risks associated with the decommissioning of our retired and former nuclear facilities; the risks and uncertainties associated with litigation, arbitration, mediation and like proceedings; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, , or adverse tax audit results or rulings; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; 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; and the risks and other factors discussed from time to time in FirstEnergy’s Securities and Exchange Commission (SEC) filings. Dividends declared from time to time on FirstEnergy’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy’s filings with the SEC, including but not limited to the most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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 FirstEnergy’s 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. FirstEnergy expressly disclaims 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.






SIGNATURE

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 hereunto duly authorized.

February 7, 2020

 
 FIRSTENERGY CORP.
 
 Registrant
 
 
 
 
 By:
/s/ Jason J. Lisowski
 
Jason J. Lisowski
Vice President, Controller and
Chief Accounting Officer






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1

FirstEnergy Corp.                    For Release: February 7, 2020
76 South Main Street
Akron, Ohio 44308
www.firstenergycorp.com    

News Media Contact:                    Investor Contact:
Tricia Ingraham                         Irene Prezelj
(330) 384-5247                         (330) 384-3859



FirstEnergy Announces 2019 Financial Results
Affirms 2020 Guidance and Long-Term Growth Projections,
Provides First Quarter 2020 Guidance

Akron, Ohio - FirstEnergy Corp. (NYSE: FE) today reported full-year 2019 GAAP earnings of $908 million, or $1.70 per basic share ($1.68 diluted), on revenue of $11.0 billion. This compares to 2018 GAAP earnings of $981 million, or $1.99 per basic and diluted share of common stock, on revenue of $11.3 billion. Results for both periods include the impact of special items listed below.

Operating (non-GAAP) earnings* for 2019 were $2.58 per share, at the top end of the company’s most recent earnings guidance. In 2018, operating (non-GAAP) earnings were $2.59 per share.

“This was another great year for FirstEnergy, marked by solid execution on initiatives that benefit our customers, shareholders, communities and our company,” said Charles E. Jones, FirstEnergy president and chief executive officer. “In 2020, we expect to build on our progress as we continue implementing our long-term, customer-focused growth plans.”

FirstEnergy is affirming its long-term growth rate projections. The company remains on track to achieve 6% to 8% compound annual operating (non-GAAP) earnings growth (CAGR)** from 2018 to 2021, as well as its extended CAGR of 5% to 7% through 2023. That projection includes plans to issue up to $600 million of equity annually starting in 2022 to fund the company’s regulated growth initiatives.

For 2020, FirstEnergy is updating its full-year GAAP earnings forecast range to $900 million to $1.41 billion, or $1.66 to $2.60 per share, based on 542 million shares. The company is affirming its full-year operating (non-GAAP) guidance of $2.40 to $2.60 per share.






For the first quarter of 2020, FirstEnergy is providing a GAAP forecast ranging from a loss of $(75) million to earnings of $380 million, or $(0.14) to $0.70 per share based on 542 million shares outstanding. The company is also introducing operating (non-GAAP) guidance of $0.60 to $0.70 per share for the period.

Both 2020 GAAP forecast periods include the impact of an expected mark-to-market adjustment on the pension and other post-employment benefits (OPEB) plans, as discussed in the special items listed below.

Fourth Quarter Results

In the fourth quarter of 2019, FirstEnergy reported a GAAP loss of $(111) million, or $(0.20) per basic and diluted share of common stock, on revenue of $2.7 billion. The loss reflects the impact of the company’s annual non-cash, pension and OPEB mark-to-market adjustment, and includes other special items shown below.

In the fourth quarter of 2018, the company reported GAAP earnings of $128 million, or $0.25 per basic and diluted share of common stock, on revenue of $2.7 billion. Results include the special items shown below.

Operating (non-GAAP) earnings for the fourth quarter of 2019 were $0.55 per share. In the fourth quarter of 2018, operating (non-GAAP) earnings were $0.50 per share.

Operating results in FirstEnergy’s Regulated Distribution business were flat compared to the fourth quarter of 2018 as lower operating expenses offset the absence of the Ohio Distribution Modernization Rider (Ohio DMR) and the impact of more mild temperatures across the company’s footprint in the fourth quarter of 2019.

Total distribution deliveries decreased 3.2% compared to the fourth quarter of 2018 due to more mild temperatures and lower commercial and industrial usage. Residential sales decreased 3.1%, driven by a 7% decrease in heating degree days compared to the fourth quarter of 2018. Commercial deliveries decreased 4.3%, while sales to industrial customers decreased 2.4%.

In the Regulated Transmission business, fourth quarter 2019 operating results increased primarily due to higher rate base associated with the company’s ongoing investments in its Energizing the Future transmission program and lower operating expenses, which offset higher net financing costs.





In the Corporate/Other segment, fourth quarter 2019 operating results reflect lower operating expenses compared to the same quarter of 2018.

Full-Year 2019 Segment Results

For the full year of 2019, operating earnings decreased in the Regulated Distribution business as lower expenses were offset by the absence of the Ohio DMR in the second half of the year, as well as lower distribution deliveries.

In the Regulated Transmission business, full-year 2019 operating results benefited primarily from higher transmission margins related to continued investments in the company’s Energizing the Future initiative.

In the Corporate/Other segment, operating results benefited primarily from lower operating expenses.

 
Consolidated GAAP Earnings Per Share (EPS) to Operating (Non-GAAP) EPS* Reconciliation
 
 
Fourth Quarter
 
Full Year
 
2020 Estimates
 
 
2019
2018
 
2019
2018
 
First Quarter
 
Full Year
 
Net Income (Loss) attributable to Common Stockholders (GAAP) - $M
$(111)
$128
 
$908
$981
 
$(75) - $380
 
$900 - $1,410
 
Basic EPS (GAAP)
$(0.20)
$0.25
 
$1.70
$1.99
 
$(0.14) - $0.70
 
$1.66 - $2.60
 
Excluding Special Items*:
 
 
 
 
 
 
 
 
 
 
Impact of full dilution
 
(0.01)
0.52
 
 
-
 
Mark-to-market adjustments -
 
 
 
 
 
 
 
 
 
 
  Pension/OPEB actuarial assumptions
0.88
0.19
 
0.89
0.19
 
0.74 - 0.00
 
-
 
Regulatory charges
(0.15)
0.01
 
(0.16)
(0.20)
 
 
-
 
Debt redemption costs
0.01
 
0.22
 
-
 
-
 
Tax reform
0.02
 
0.04
 
-
 
-
 
Exit of competitive generation
0.02
0.02
 
0.16
(0.17)
 
 
-
 
Total Special Items*
0.75
0.25
 
0.88
0.60
 
0.74 - 0.00
 
-
 
Operating EPS (Non-GAAP)
$0.55
$0.50
 
$2.58
$2.59
 
$0.60 - $0.70
 
$2.40 - $2.60
 
 
 
 
 
Per share amounts for the special items and earnings drivers above are based on the after-tax effect of each item divided by number of shares outstanding assuming full impact of dilution from the $2.5 billion equity issuance in January 2018. The current and deferred income tax effect was calculated by applying the subsidiaries’ statutory tax rate to the pre-tax amount if deductible/taxable. The income tax rates range from 21% to 29% for all periods. Earnings (Loss) Per Share is based on 512 million and 492 million shares for the Fourth Quarter and Full Year of 2018, respectively, and 540 million and 535 million shares for the Fourth Quarter and Full Year of 2019, respectively. First Quarter and Full Year 2020 Estimates of Earnings (Loss) Per Share and Operating EPS (Non-GAAP) are based on 542 million shares.

Upon the FES Debtors’ emergence from bankruptcy, FirstEnergy will perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax, non-cash, mark-to-market loss of up to $400M, assuming a discount rate of ~3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020.


Non-GAAP financial measures
* Operating earnings (loss) excludes “special items” as described below, and is a non-GAAP financial measure. Special items represent charges incurred or benefits realized that management believes are not indicative of, or may obscure trends useful in evaluating the company’s ongoing core activities and results of operations or otherwise warrant separate classification. Special items also reflect the adjustment to include the full impact of share dilution from the $2.5 billion equity issuance in January 2018.





Special items are not necessarily non-recurring. Management uses Operating earnings (loss) and Operating earnings (loss) per share to evaluate the company’s performance and manage its operations and frequently references these non-GAAP financial measures in its decision making, using them to facilitate historical and ongoing performance comparisons. Additionally, management uses Operating earnings (loss) per share by segment to further evaluate the company's performance by segment and references this non-GAAP financial measure in its decision making. Operating earnings (loss) per share and operating earnings (loss) per share for each segment is calculated by dividing Operating earnings (loss), which excludes specials items as discussed herein, for the periods presented in 2018 by 538 million shares, 539 million shares in 2019, 540 million shares in the fourth quarter of 2019, and 542 million shares in 2020, which reflects the full impact of share dilution from the equity issuance in January 2018. Management believes that the non-GAAP financial measures of Operating earnings (loss) and Operating earnings (loss) per share and Operating earnings (loss) per share by segment provide consistent and comparable measures of performance of its businesses on an ongoing basis. Management also believes that such measures are useful to shareholders and other interested parties to understand performance trends and evaluate the company against its peer group by presenting period-over-period operating results without the effect of certain charges or benefits that may not be consistent or comparable across periods or across the company’s peer group. Generally, a non-GAAP financial measure is a numerical measure of a company's historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP). These non-GAAP financial measures are intended to complement, and are not considered as alternatives to, the most directly comparable GAAP financial measures. Also, the non-GAAP financial measures may not be comparable to similarly titled measures used by other entities. Pursuant to the requirements of Regulation G, FirstEnergy has provided, where possible without unreasonable effort, quantitative reconciliations within this presentation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

** The Company’s management team cannot estimate on a forward-looking basis the impact of special items in the context of Operating earnings (loss) per share growth projections because special items, which could be significant, are difficult to predict and may be highly variable. Consequently, the Company is unable to reconcile Operating earnings (loss) per share growth projections to a GAAP measure without unreasonable effort.

Investor Materials and Teleconference

FirstEnergy’s Strategic and Financial Highlights and Investor Factbook are posted on the company’s Investor Information website - www.firstenergycorp.com/ir. To access the report, click on the Fourth Quarter 2019 Financial Results link.

The company invites investors, customers and other interested parties to listen to a live webcast of its teleconference for financial analysts and view presentation slides at 11:00 a.m. EST today. FirstEnergy management will present an overview of the company’s financial results, followed by a question-and-answer session. The teleconference and presentation can be accessed on the website by selecting the Fourth Quarter 2019 Earnings Conference Call link. The webcast and presentation will be archived on the website.

FirstEnergy is dedicated to safety, reliability and operational excellence. Its 10 electric distribution companies form one of the nation's largest investor-owned electric systems, serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. The company's transmission subsidiaries operate approximately 24,500 miles of transmission lines that connect the Midwest and Mid-Atlantic regions. Follow FirstEnergy on Twitter @FirstEnergyCorp or online at www.firstenergycorp.com.






Forward-Looking Statements: This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Unless the context requires otherwise, as used herein, references to “we”, “us”, “our”, and “FirstEnergy” refer to FirstEnergy Corp. Forward-looking 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: the ability to successfully execute an exit from commodity-based generation, including, without limitation, mitigating exposure for remedial activities associated with formerly owned generation assets; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, our strategy to operate and grow as a fully regulated business, to execute our transmission and distribution investment plans, to continue to reduce costs and to improve our credit metrics, strengthen our balance sheet and grow earnings; legislative and regulatory developments including, but not limited to, matters related to rates, compliance and enforcement activity; economic and weather conditions affecting future operating results, such as significant weather events and other natural disasters, and associated regulatory events or actions; changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business; the risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; the risks associated with the Chapter 11 bankruptcy proceedings involving FirstEnergy Solutions Corp. (FES), its subsidiaries, and FirstEnergy Nuclear Operating company (FENOC) (FES Bankruptcy) that could adversely affect us, our liquidity or results of operations, including, without limitation, that conditions to the FES Bankruptcy settlement agreement may not be met or that the FES Bankruptcy settlement agreement may not be otherwise consummated, and if so, the potential for litigation and payment demands against us by FES or FENOC or their creditors; the risks associated with the decommissioning of our retired and former nuclear facilities; the risks and uncertainties associated with litigation, arbitration, mediation and like proceedings; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, , or adverse tax audit results or rulings; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; 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; and the risks and other factors discussed from time to time in FirstEnergy’s Securities and Exchange Commission (SEC) filings. Dividends declared from time to time on FirstEnergy’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy’s filings with the SEC, including but not limited to the most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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 FirstEnergy’s 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. FirstEnergy expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.

(020720)



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Section 3: EX-99.2 (EXHIBIT 99.2)

a4q2019strategicandfinan
Exhibit 99.2 4Q 2019 Strategic & Financial Highlights Charles E. Jones, President and CEO Steven E. Strah, SVP and CFO February 7, 2020


 
Non-GAAP Financial Matters This presentation contains references to non-GAAP financial measures including, among others, Operating earnings (loss), Operating earnings (loss) per share and Operating earnings (loss) per share by segment. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP). Operating earnings (loss), Operating earnings (loss) per share and Operating earnings (loss) per share by segment are not calculated in accordance with GAAP to the extent they exclude the impact of “special items.” Special items represent charges incurred or benefits realized that management believes are not indicative of, or may obscure trends useful in evaluating the company’s ongoing core activities and results of operations or otherwise warrant separate classification. Special items also reflect the adjustment to include the full impact of share dilution from the $2.5 billion equity issuance in January 2018. Special items are not necessarily non-recurring. FirstEnergy Corp. (FE or the Company) management cannot estimate on a forward-looking basis the impact of these items in the context of Operating earnings (loss) per share growth projections because these items, which could be significant, are difficult to predict and may be highly variable. Consequently, the Company is unable to reconcile Operating earnings (loss) per share growth projections (i.e. CAGR) to a GAAP measure without unreasonable effort. Operating earnings (loss) per share and Operating earnings (loss) per share for each segment is calculated by dividing Operating earnings (loss), which excludes special items as discussed above, for the periods presented in 2018 by 538 million shares, 539 million shares in 2019, 540 million shares in the fourth quarter 2019, and 542 million shares in 2020, which reflects the full impact of share dilution from the equity issuance in January 2018. Management uses non-GAAP financial measures such as Operating earnings (loss) and Operating earnings (loss) per share to evaluate the company’s performance and manage its operations and frequently references these non-GAAP financial measures in its decision-making, using them to facilitate historical and ongoing performance comparisons. Additionally, management uses Operating earnings (loss) per share by segment to further evaluate the company’s performance by segment and references this non-GAAP financial measure in its decision-making. Management believes that the non-GAAP financial measures of Operating earnings (loss), Operating earnings (loss) per share and Operating earnings (loss) per share by segment provide consistent and comparable measures of performance of its businesses on an ongoing basis. Management also believes that such measures are useful to shareholders and other interested parties to understand performance trends and evaluate the company against its peer group by presenting period-over-period operating results without the effect of certain charges or benefits that may not be consistent or comparable across periods or across the Company’s peer group. All of these non-GAAP financial measures are intended to complement, and are not considered as alternatives to, the most directly comparable GAAP financial measures. Also, the non-GAAP financial measures may not be comparable to similarly titled measures used by other entities. Pursuant to the requirements of Regulation G, FirstEnergy has provided, where possible without unreasonable effort, quantitative reconciliations within this presentation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. 2 February 7, 2020


 
Financial Overview 2019 Results ■ Reported GAAP earnings of $1.70 per basic share ($1.68 diluted) Five years ■ Reported Operating (non-GAAP) earnings of $2.58 per share(1) of consistently meeting or exceeding the midpoint – At the top end of revised 2019 earnings guidance range of $2.50 - $2.60 of the quarterly guidance – With continued execution and favorable 3Q weather, we successfully we’ve provided mitigated the absence of the Ohio DMR in the second half of the year ■ Achieved 12% Operating (non-GAAP) EPS growth vs. original 2018 (non-GAAP) EPS guidance ($2.15), excluding Ohio DMR ($0.13) and favorable weather ($0.04) Guidance Updates ■ Updating 2020 GAAP earnings forecast to $900M - $1,410M, or $1.66 - $2.60 per share – Includes the potential impact of a mark-to-market adjustment on Pension/OPEB plans expected in 1Q 2020, as discussed on slide 9 ■ Affirming 2020 Operating (non-GAAP) earnings guidance of $2.40 - $2.60 per share(1) ■ Affirming Operating (non-GAAP) EPS CAGR(2) projection of 6% - 8% from 2018 through 2021, and 5% - 7% extending through 2023 – Includes up to $600M of equity annually in 2022 and 2023, to fund growth initiatives (1) Refer to the Earnings Supplement to the Financial Community section for reconciliations between GAAP and Operating (non-GAAP) earnings (2) Refer to slide 2 for information on Non-GAAP Financial Matters 3 February 7, 2020


 
Business Updates TSR Performance FE EEI Index 60% ■ 2019 Total Shareholder Return (TSR) of ~34%; top quartile of EEI Index 40% 71% 20% 34% 26% 30% ■ 2018-2019 TSR of ~71%; #1 in EEI Index 0% 2019 2018-2019 Rating Agency Update Fitch Upgrades Moody’s Upgrades FE Corp MP ATSI OE ■ Ratings agencies have acknowledged our transition to a fully ATSI OE CEI TE AGC PE JCP&L regulated company with primarily T&D operations, resulting PP CEI PN MAIT in a lower business risk profile FET PP JCP&L TE • Lowered FE Corp. ■ In 2019, received numerous ratings upgrades across the FE ME TrAILCo CFO pre-WC/Debt family and at the parent level MAIT WPP threshold to 11% Transmission Updates ■ Energizing the Future: Completed 6th year with more than $6.8B in investments during that period – ATSI customers are seeing measurable reliability improvements as a result of our work to modernize the grid and expect our eastern footprint customers to experience similar benefits ■ In December, FERC accepted application to move JCP&L’s transmission assets onto forward- looking formula rates, effective January 1, 2020, subject to refund – Supports plan for ~$175M in customer-focused capital spending on the JCP&L’s transmission system in 2020 ■ With the final order, nearly 90% of our transmission business will be on forward-looking formula rates 4 February 7, 2020


 
Business Updates (continued) Ohio Updates ■ In January, received PUCO approval to implement decoupling for our residential and commercial customers – Provides transparency and stability for these Ohio customers, while providing revenue certainty to our Ohio companies – Distribution rates for 2019 and each year thereafter will be reconciled to 2018 baseline revenues and adjusted through the Conservation Support Rider – No impact on 2019 earnings; that adjustment will be recognized in 1Q 2020 – Going forward, the rider will be reflected in current-period results ■ PUCO removed the requirement that our Ohio companies file a distribution rate case by 2024 ■ Continued execution of 3-year, $516M Grid Modernization program – The plan includes modernization projects designed to help reduce the number and duration of power outages and allow our customers to make more informed decisions about their energy usage – Expect to complete ~$170M in 2020 Investments in 2020 ■ Deploying 250,000 Smart Meters ■ Implementing time-varying rates ■ Installing more than 600 reclosers and capacitors 5 February 7, 2020


 
Business Updates (continued) PA LTIIPs ■ Completed initial phase of our original $350M, Long-Term Infrastructure Improvement Plan (LTIIP) in 2019 ■ In January, PA PUC approved our 5-year, $572M LTIIP II for 2020-2024 – Investments include replacing older poles, lines and fuses; installing new substation equipment, network vaults and manhole covers; and reconfiguring circuits – Costs are expected to be recovered through the Distribution System Improvement Charge (DSIC) rider MD & NJ Program Updates ■ Earlier in 2019, received approval for our Maryland rate case, an Electric Distribution Investment Surcharge, and a five-year electric vehicle pilot program, as well as our JCP&L Reliability Plus initiative JCP&L Distribution Rate Case ■ Later this month, plan to file a distribution base rate case seeking to recover increasing costs associated with providing safe and reliable electric service for our customers, along withJCP&L recovery Rate Case of storm costs incurred over the last few years 6 February 7, 2020


 
Business Updates (continued) New Disclosures ■ Last November, published Corporate Responsibility Report and Strategic Plan to our website – These reports are an important element of our commitment to provide transparency and enhanced engagement with our stakeholders – Plan to refresh our Corporate Responsibility Report when we publish our annual report next month – Plan to update our Strategic Plan later this year to maintain a 5-year outlook 2020 Bloomberg Gender-Equality Index designation; second consecutive year Highlights to our commitment Forbes’ Best Employers for Diversity 2020 to Corporate Responsibility 1 of 4 utilities to achieve ISS Governance Quality Score of 1 (best possible score) Earnings Guidance ■ Updating 2020 GAAP earnings forecast to $900M - $1,410M, or $1.66 - $2.60 per share ■ Affirming 2020 Operating (non-GAAP) earnings guidance of $2.40 - $2.60 per share(1) ■ Affirming Operating (non-GAAP) EPS CAGR(2) projection of 6% - 8% from 2018 through 2021, and 5% - 7% extending through 2023 ■ Introducing 1Q 2020 earnings guidance(1): – GAAP: ($0.14) - $0.70 per share; inclusive of an expected Pension/OPEB mark-to-market adj. – Operating (non-GAAP): $0.60 - $0.70 per share (1) Refer to the Earnings Supplement to the Financial Community section for reconciliations between GAAP and Operating (non-GAAP) earnings (2) Refer to slide 2 for information on Non-GAAP Financial Matters 7 February 7, 2020


 
(GAAP) (Non-GAAP) 4Q19 vs. 4Q18 EPS Variance Basic EPS Operating EPS(1) 4Q 2019 Earnings Results Regulated Distribution ($0.02) --- Quarter-over-Quarter: Basic EPS / Operating EPS(1) Regulated Transmission $0.02 $0.03 Corporate / Other ($0.45) $0.02 FE Consolidated ($0.45) $0.05 ■ As always, reconciliations and additional information is available on our website – Strategic and Financial Highlights – Investor FactBook, which now includes additional supporting materials for 2022 and 2023 ■ Reported 4Q 2019 GAAP loss of ($0.20) per basic share – Driven by annual non-cash mark-to-market adjustments on Pension/OPEB actuarial assumptions ■ Reported 4Q 2019 Operating (non-GAAP) earnings(1) of $0.55 per share ■ Regulated Distribution ($0.02) / $0.00 ■ Regulated Transmission: +$0.02 / +$0.03 – Results primarily due to lower O&M expenses and – Favorable results primarily due to higher rate incremental rider revenues, which were offset by the base at MAIT and ATSI as well as lower O&M at absence of the Ohio DMR and mild weather revenues our stated rate companies – Heating degree days: -2% vs. normal and -7% vs. 4Q18 – Special items – include the impact of full dilution – Sales comparisons: 4Q19 vs. 4Q18 2019 vs. 2018 ■ Corporate / Other: ($0.45) / +$0.02 Actual Weather-Adj Weather-Adj – Favorable Operating (non-GAAP) results due to Residential (3.1%) +0.1% +0.3% lower O&M expenses Commercial (4.3%) (3.5%) (2.0%) – Special items – include MTM adjustments on Industrial (2.4%) (2.4%) (1.7%) Pension/OPEB actuarial assumptions, the exit of – Special items – include MTM adjustments on Pension/OPEB competitive generation, and the impact of full actuarial assumptions, the exit of competitive generation, dilution regulatory charges and the impact of full dilution Per share amounts for the special items and earnings drivers above and throughout this report are based on the after-tax effect of each item divided by the number of shares outstanding for the period assuming full impact of dilution from the $2.5 billion equity issuance in January 2018. The current and deferred income tax effect was calculated by applying the subsidiaries' statutory tax rate to the pre-tax amount if deductible/taxable. The income tax rates range from 21% to 29% in the fourth quarter of 2019 and 2018 (1) Refer to the Earnings Supplement to the Financial Community section for reconciliations between GAAP and Operating (non-GAAP) earnings 8 February 7, 2020


 
Financial Updates Pension Update ■ 2019 Pension return on assets of 20.3%, coupled with a discount rate of 3.34%, produced two outcomes: – 2019 after-tax, non-cash Pension/OPEB mark-to-market adjustment of ($478M) – At the lower end of the ($400M) – ($1,000M) range we provided in October – Pension funding requirements for 2022 and 2023 have decreased significantly from YE 2018 – 2022 funding requirement has decreased to $159M from $382M – 2023 funding requirement has decreased to $375M from $455M ■ Our funded status has improved to 79%, compared to 77% at YE 2018 ■ Required to mark-to-market the pension again when FES emerges from bankruptcy – Assuming FES emerges in 1Q 2020, anticipate after-tax, non-cash loss of up to ~$400M, based on the discount rate of 3.10% to 3.35% and pension plan performance Liquidity Update ■ Liquidity continues to be strong with $3.5B undrawn credit facilities and ~$465M in cash – This cash position, plus a portion of revolver borrowings, will fund the final settlement payment of $853M to FES upon their emergence – 2020 will be a transitional year from a rating agency perspective; when excluding the FES payment, credit metrics will be compliant with the thresholds established by each of the three ratings agencies ■ No incremental equity needs through 2021; up to $600M of equity annually in 2022 and 2023 Proud of our 2019 results and look forward to continuing our strong progress in 2020 9 February 7, 2020


 
Earnings Supplement to the Financial Community TABLE OF CONTENTS (Slide) 11. 4Q Earnings Summary and Reconciliation 12. YTD Earnings Summary and Reconciliation 13. 4Q Earnings Drivers by Segment 14. Special Items Descriptions 15. 4Q 2019 Earnings Results 16. 4Q 2018 Earnings Results 17. Quarter-over-Quarter Earnings Comparison 18. YTD 2019 Earnings Results 19. YTD 2018 Earnings Results 20. Year-over-Year Earnings Comparison 21. 2020F GAAP to Operating (Non-GAAP) Earnings Reconciliation 22. Forward-Looking Statements Irene M. Prezelj, Vice President Gina E. Caskey, Senior Advisor Jake M. Mackin, Consultant [email protected] [email protected] [email protected] 330.384.3859 330.761.4185 330.384.4829 10 February 7, 2020


 
Quarterly Summary   4Q 2019 4Q 2018 Change GAAP Earnings (Loss) Per Basic Share $(0.20) $0.25 $(0.45) Special Items $0.75 $0.25 $0.50 Operating (Non-GAAP) Earnings Per Share $0.55 $0.50 $0.05 Quarterly Reconciliation FirstEnergy EPS Variance Analysis Regulated Regulated Corporate / Corp. (in millions, except per share amounts) Distribution Transmission Other Consolidated 4Q 2018 Net Income (Loss) attributable to Common Stockholders (GAAP) $127 $95 $(94) $128 4Q 2018 Basic Earnings (Loss) Per Share (avg. shares outstanding 512M) $0.24 $0.19 $(0.18) $0.25 Special Items - 2018 Impact of full dilution (0.01) (0.01) 0.02 — Mark-to-market adjustments - Pension/OPEB actuarial assumptions 0.15 — 0.04 0.19 Regulatory charges 0.01 — — 0.01 Tax reform 0.02 — — 0.02 Debt redemption costs 0.01 — — 0.01 Exit of competitive generation 0.06 — (0.04) 0.02 Total Special Items - 4Q 2018 0.24 (0.01) 0.02 0.25 4Q 2018 Operating Earnings (Loss) Per Share - Non-GAAP (538M fully diluted shares) $0.48 $0.18 $(0.16) $0.50 Distribution Deliveries 0.01 — — 0.01 Absence of Ohio DMR (0.06) — — (0.06) Transmission Margin — 0.02 — 0.02 Net Operating and Miscellaneous Expenses 0.04 0.01 0.02 0.07 Net Financing Costs — (0.01) — (0.01) Effective Tax Rate 0.01 0.01 — 0.02 4Q 2019 Operating Earnings (Loss) Per Share - Non-GAAP (540M fully diluted shares) $0.48 $0.21 $(0.14) $0.55 Special Items - 2019 Mark-to-market adjustments - Pension/OPEB actuarial assumptions (0.40) — (0.48) (0.88) Regulatory charges 0.15 — — 0.15 Exit of competitive generation (0.01) — (0.01) (0.02) Total Special Items - 4Q 2019 (0.26) — (0.49) (0.75) 4Q 2019 Basic Earnings (Loss) Per Share (avg. shares outstanding 540M) $0.22 $0.21 $(0.63) $(0.20) 4Q 2019 Net Income (Loss) attributable to Common Stockholders (GAAP) $119 $114 $(344) $(111) Note: Refer to slide 2 for information Per share amounts for the special items and earnings drivers above and throughout this report are based on the after-tax effect of each item divided on Non-GAAP Financial Matters. by the number of shares outstanding for the period assuming full impact of dilution from the $2.5 billion equity issuance in January 2018. The current and deferred income tax effect was calculated by applying the subsidiaries' statutory tax rate to the pre-tax amount if deductible/taxable. The income tax rates range from 21% to 29% in the fourth quarter of 2019 and 2018. 11 February 7, 2020


 
Year-to-Date Summary   2019 2018 Change GAAP Earnings Per Basic Share $1.70 $1.99 $(0.29) Special Items $0.88 $0.60 $0.28 Operating (Non-GAAP) Earnings Per Share $2.58 $2.59 $(0.01) Year-to-Date Reconciliation FirstEnergy EPS Variance Analysis Regulated Regulated Corporate / Corp. (in millions, except per share amounts) Distribution Transmission Other Consolidated 2018 Net Income attributable to Common Stockholders (GAAP) $1,242 $397 $(658) $981 2018 Basic Earnings (Loss) Per Share (avg. shares outstanding 492M) $2.53 $0.81 $(1.35) $1.99 Special Items - 2018 Impact of full dilution (0.22) (0.07) 0.81 0.52 Mark-to-market adjustments - Pension/OPEB actuarial assumptions 0.15 — 0.04 0.19 Regulatory charges (0.20) — — (0.20) Tax reform 0.04 — — 0.04 Debt redemption costs 0.01 — 0.21 0.22 Exit of competitive generation 0.10 — (0.27) (0.17) Total Special Items - 2018 (0.12) (0.07) 0.79 0.60 2018 Operating Earnings (Loss) Per Share - Non-GAAP (538M fully diluted shares) $2.41 $0.74 $(0.56) $2.59 Distribution Deliveries (0.06) — — (0.06) Absence of Ohio DMR (2nd Half 2019) (0.13) — — (0.13) Transmission Margin — 0.08 — 0.08 Net Operating and Miscellaneous Expenses 0.03 0.01 0.08 0.12 Absence of Ohio AER Ruling (0.03) — — (0.03) Depreciation (0.05) — — (0.05) Net Financing Costs 0.04 (0.03) (0.03) (0.02) Absence of Pleasants Commodity Margin — — (0.03) (0.03) Effective Tax Rate 0.05 0.03 0.03 0.11 2019 Operating Earnings (Loss) Per Share - Non-GAAP (539M fully diluted shares) $2.26 $0.83 $(0.51) $2.58 Special Items - 2019 Impact of full dilution 0.02 0.01 (0.02) 0.01 Mark-to-market adjustments - Pension/OPEB actuarial assumptions (0.40) — (0.49) (0.89) Regulatory charges 0.16 — — 0.16 Exit of competitive generation (0.03) — (0.13) (0.16) Total Special Items - 2019 (0.25) 0.01 (0.64) (0.88) 2019 Basic Earnings (Loss) Per Share (avg. shares outstanding 535M) $2.01 $0.84 $(1.15) $1.70 Note: Refer to slide 2 for information 2019 Net Income (Loss) attributable to Common Stockholders on Non-GAAP Financial Matters. (GAAP) $1,076 $447 $(615) $908 Per share amounts for the special items and earnings drivers above and throughout this report are based on the after-tax effect of each item divided by the number of shares outstanding for the period assuming full impact of dilution from the $2.5 billion equity issuance in January 2018. The current and deferred income tax effect was calculated by applying the subsidiaries' statutory tax rate to the pre-tax amount if deductible/taxable. The income tax rates range from 21% to 29% in year-to-date 2019 and 2018. 12 February 7, 2020


 
Earnings Drivers: 4Q 2019 vs. 4Q 2018 Regulated Distribution (RD) ▪ Distribution Deliveries: Total distribution deliveries increased earnings $0.01 per share due to incremental rider revenues in Ohio and Pennsylvania, partially offset by lower weather-related usage. Q-o-Q Weather-Adjusted Distribution Deliveries Q-o-Q Actual Distribution Deliveries 0.1% (3.1)% (4.3)% (2.4)% (3.2)% (1.8)% (3.5)% (2.4)% Residential Commercial Industrial Total Residential Commercial Industrial Total ▪ Absence of Ohio DMR: Absence of earnings contribution from the Ohio Distribution Modernization Rider (DMR) decreased earnings $0.06 per share. ▪ Net Operating and Miscellaneous Expenses: Lower expenses increased earnings $0.04 per share. ▪ Effective Tax Rate: Lower segment effective tax rate increased earnings $0.01 per share. ▪ Special Items: In the fourth quarter of 2019 and 2018, special items totaled $0.26 per share and $0.24 per share, respectively. Regulated Transmission (RT) ▪ Transmission Margin: Higher transmission margin increased earnings $0.02 per share, primarily due to higher rate base at Mid-Atlantic Interstate Transmission, LLC (MAIT) and American Transmission Systems, Incorporated (ATSI). ▪ Net Operating and Miscellaneous Expenses: Lower operating expenses at the stated rate companies increased earnings $0.01 per share. ▪ Net Financing Costs: Higher long-term debt decreased earnings $0.01 per share. ▪ Effective Tax Rate: Lower segment effective tax rate increased earnings $0.01 per share. ▪ Special Items: In the fourth quarter of 2019 and 2018, special items were $0.00 per share and ($0.01) per share, respectively. Corporate / Other (Corp) ▪ Net Operating and Miscellaneous Expenses: Lower expenses increased results $0.02 per share. ▪ Special Items: In the fourth quarter of 2019 and 2018, special items totaled $0.49 per share and $0.02 per share, respectively. 13 February 7, 2020


 
Special Items Descriptions ▪ Mark-to-market adjustments - Pension/OPEB actuarial assumptions: Primarily reflects the change in fair value of plan assets and net actuarial gains and losses associated with the company's pension and other postemployment benefit plans. ▪ Regulatory charges: Primarily reflects the impact of regulatory agreements or orders requiring certain commitments and/or disallowing the recoverability of costs, net of related credits. ▪ Tax reform: Primarily reflects charges and credits resulting from the Tax Cuts and Jobs Act. ▪ Debt redemption costs: Primarily reflects costs associated with the redemption and early retirement of debt and amendments to revolving credit facilities. ▪ Exit of competitive generation: Primarily reflects charges or credits resulting from the exit of competitive operations and impairments of certain non-core assets, including the impact of deconsolidating FES, its subsidiaries and FENOC, following their voluntary petitions for bankruptcy protection on March 31, 2018. ▪ Impact of full dilution: Represents the dilutive impact of increasing weighted average shares outstanding to reflect the full impact of share dilution from the $2.5 billion equity issuance in January 2018, including preferred dividends and conversion of preferred stock to common shares. ▪ In the Corp segment, this includes the addback of preferred share dividends and undistributed earnings to preferred Stockholders of $4 million and $71 million for the years ended 2019 and 2018, respectively, and non-cash deemed dividends for the amortization of the beneficial conversion feature of $296 million in 2018. These amounts are considered a deduction to arrive at Net Income attributable to Common Stockholders under GAAP, and are added back to the calculation of Operating (Non-GAAP) earnings given the assumption that all preferred stock is converted. Note: Special items represent charges incurred or benefits realized, including share dilution, that management believes are not indicative of, or may obscure trends useful in evaluating the company’s ongoing core activities and results of operations or otherwise warrant separate classification. Special items are not necessarily non-recurring. 14 February 7, 2020


 
4th Quarter 2019 (in millions, except for per share amounts) GAAP Special Items Operating (Non-GAAP) RD RT Corp FE RD RT Corp FE RD RT Corp FE (1) Electric sales $2,238 $ 420 $ (32) $ 2,626 $ — $ — $ — $ — $2,238 $ 420 $ (32) $ 2,626 (2) Other 59 3 (15) 47 ——— — 59 3 (15) 47 (3) Total Revenues 2,297 423 (47) 2,673 ——— — 2,297 423 (47) 2,673 (4) Fuel 115 — — 115 ——— — 115 — — 115 (5) Purchased power 733 — 4 737 ——— — 733 — 4 737 (6) Other operating expenses 720 67 22 809 12 (a) — (76) (c) (64) 732 67 (54) 745 (7) Provision for depreciation 219 73 18 310 ——— — 219 73 18 310 (8) Amortization (deferral) of regulatory assets, net (168) 4 — (164) 95 (a) — — 95 (73) 4 — (69) (9) General taxes 188 53 10 251 ——— — 188 53 10 251 (10) Total Operating Expenses 1,807 197 54 2,058 107 — (76) 31 1,914 197 (22) 2,089 (11) Operating Income (Loss) 490 226 (101) 615 (107) — 76 (31) 383 226 (25) 584 (12) Miscellaneous income, net 46 3 3 52 2 (c) — 20 (c) 22 48 3 23 74 (13) Pension and OPEB mark-to-market adjustment (290) (47) (337) (674) 290 (b) — 337 (b) 627 — (47) — (47) (14) Interest expense (125) (50) (85) (260) ——— — (125) (50) (85) (260) (15) Capitalized financing costs 10 8 — 18 ——— — 10 8 — 18 (16) Total Other Expense (359) (86) (419) (864) 292 — 357 649 (67) (86) (62) (215) (17) Income (Loss) Before Income Taxes (Benefits) 131 140 (520) (249) 185 — 433 618 316 140 (87) 369 (18) Income taxes (benefits) 12 26 (106) (68) 46 (a)-(c) — 97 (b) (c) 143 58 26 (9) 75 (19) Income (Loss) From Continuing Operations 119 114 (414) (181) 139 — 336 475 258 114 (78) 294 (20) Discontinued operations, net of tax — — 70 70 — — (70) (b) (c) (70) ———— (21) Net Income (Loss) 119 114 (344) (111) 139 — 266 405 258 114 (78) 294 (22) Income Allocated to Preferred Stockholders ———— ——— ————— (23) Net Income (Loss) Attributable to Common $ 119 $ 114 $ (344) $ (111) $ 139 $ — $ 266 $ 405 $ 258 $ 114 $ (78) $ 294 (24) Average Shares Outstanding 540 540 540 (25) Earnings (Loss) per Share $ 0.22 $ 0.21 $ (0.63) $ (0.20) $0.26 $ — $ 0.49 $0.75 $ 0.48 $ 0.21 $ (0.14) $ 0.55 Special Items (after-tax impact): (a) Regulatory charges $ (83) $ — $ — $ (83) (b) Mark-to-market - Pension/OPEB 216 — 262 478 (c) Exit of competitive generation 6 — 4 10 Impact to Earnings $ 139 $ — $ 266 $ 405 15 February 7, 2020


 
4th Quarter 2018 (in millions, except for per share amounts) GAAP Special Items Operating (Non-GAAP) RD RT Corp FE RD RT Corp FE RD RT Corp FE (1) Electric sales $ 2,354 $ 339 $ (29) $ 2,664 $ — $ — $ — $ — $ 2,354 $ 339 $ (29) $ 2,664 (2) Other 55 4 (13) 46 — —— — 55 4 (13) 46 (3) Total Revenues 2,409 343 (42) 2,710 — —— — 2,409 343 (42) 2,710 (4) Fuel 134 — — 134 — —— — 134 — — 134 (5) Purchased power 712 — 4 716 — —— — 712 — 4 716 (6) Other operating expenses 757 71 (58) 770 (11) (a) (c) — (13) (c) (24) 746 71 (71) 746 (7) Provision for depreciation 214 65 14 293 — —— — 214 65 14 293 (8) Amortization of regulatory assets, net 31 7 — 38 (3) (a) —— (3) 28 7 — 35 (9) General taxes 184 48 15 247 — —— — 184 48 15 247 (10) Total Operating Expenses 2,032 191 (25) 2,198 (14) — (13) (27) 2,018 191 (38) 2,171 (11) Operating Income (Loss) 377 152 (17) 512 14 — 13 27 391 152 (4) 539 (12) Miscellaneous income, net 46 3 (8) 41 4 (c) — (4) (c) — 50 3 (12) 41 (13) Pension and OPEB mark-to-market adjustment (109) (8) (27) (144) 109 (b) — 27 (b) 136 — (8) — (8) (14) Interest expense (130) (43) (85) (258) 4 (d) —— 4 (126) (43) (85) (254) (15) Capitalized financing costs 8 9 1 18 — —— — 8 9 1 18 (16) Total Other Expense (185) (39) (119) (343) 117 — 23 140 (68) (39) (96) (203) (17) Income (Loss) Before Income Taxes (Benefits) 192 113 (136) 169 131 — 36 167 323 113 (100) 336 (18) Income taxes (benefits) 65 18 (48) 35 5 (a)-(e) — 15 (b) (c) 20 70 18 (33) 55 (19) Income (Loss) From Continuing Operations 127 95 (88) 134 126 — 21 147 253 95 (67) 281 (20) Discontinued operations, net of tax — — 4 4 — — (16) (b) (c) (16) — — (12) (12) (21) Net Income (Loss) 127 95 (84) 138 126 — 5 131 253 95 (79) 269 (22) Income Allocated to Preferred Stockholders — — 10 10 — — (10) (f) (10) ———— (23) Net Income (Loss) Attributable to Common $ 127 $ 95 $ (94) $ 128 $ 126 $ — $ 15 $ 141 $ 253 $ 95 $ (79) $ 269 (24) Average Shares Outstanding 512 538 538 (25) Earnings (Loss) per Share $ 0.24 $ 0.19 $ (0.18) $ 0.25 $ 0.24 $ (0.01) $ 0.02 $ 0.25 $ 0.48 $ 0.18 $ (0.16) $ 0.50 Special Items (after-tax impact): (a) Regulatory charges $ 4 $ — $ — $ 4 (b) Mark-to-market adjustments - Pension/OPEB 81 — 22 103 (c) Exit of competitive generation 29 — (17) 12 (d) Debt redemption costs 3 —— 3 (e) Tax reform 9 —— 9 (f) Impact of full dilution — — 10 10 16 February 7, 2020 Impact to Earnings $ 126 $ — $ 15 $ 141


 
4th Quarter 2019 vs 4th Quarter 2018 (in millions, except for per share amounts) GAAP Special Items Operating (Non-GAAP) RD RT Corp FE RD RT Corp FE RD RT Corp FE (1) Electric sales $ (116) $ 81 $ (3) $ (38) $ — $ — $ — $ — $ (116) $ 81 $ (3) $ (38) (2) Other 4 (1) (2) 1 — — — — 4 (1) (2) 1 (3) Total Revenues (112) 80 (5) (37) — — — — (112) 80 (5) (37) (4) Fuel (19) — — (19) — — — — (19) — — (19) (5) Purchased power 21 — — 21 — — — — 21 — — 21 (6) Other operating expenses (37) (4) 80 39 23 — (63) (40) (14) (4) 17 (1) (7) Provision for depreciation 5 8 4 17 — — — — 5 8 4 17 (8) Amortization of regulatory assets, net (199) (3) — (202) 98 — — 98 (101) (3) — (104) (9) General taxes 4 5 (5) 4 —— — — 4 5 (5) 4 (10) Total Operating Expenses (225) 6 79 (140) 121 — (63) 58 (104) 6 16 (82) (11) Operating Income (Loss) 113 74 (84) 103 (121) — 63 (58) (8) 74 (21) 45 (12) Miscellaneous income, net — — 11 11 (2) — 24 22 (2) — 35 33 (13) Pension and OPEB mark-to-market (181) (39) (310) (530) 181 — 310 491 — (39) — (39) (14) Interest expense 5 (7) — (2) (4) — — (4) 1 (7) — (6) (15) Capitalized financing costs 2 (1) (1) — — — — — 2 (1) (1) — (16) Total Other Expense (174) (47) (300) (521) 175 — 334 509 1 (47) 34 (12) (17) Income (Loss) Before Income Taxes (61) 27 (384) (418) 54 — 397 451 (7) 27 13 33 (18) Income taxes (benefits) (53) 8 (58) (103) 41 — 82 123 (12) 8 24 20 (19) Income (Loss) From Continuing Operations (8) 19 (326) (315) 13 — 315 328 5 19 (11) 13 (20) Discontinued operations, net of tax — — 66 66 — — (54) (54) — — 12 12 (21) Net Income (Loss) (8) 19 (260) (249) 13 — 261 274 5 19 1 25 (22) Income Allocated to Preferred Stockholders — — (10) (10) — — 10 10 — — — — (23) Net Income (Loss) Attributable to Common $ (8) $ 19 $ (250) $ (239) $ 13 $ — $ 251 $ 264 $ 5 $ 19 $ 1 $ 25 (24) Average Shares Outstanding 28 2 2 (25) Earnings (Loss) per Share $ (0.02) $ 0.02 $ (0.45) $ (0.45) $ 0.02 $ 0.01 $ 0.47 $ 0.50 $ — $ 0.03 $ 0.02 $ 0.05 17 February 7, 2020


 
YTD December 2019 (in millions, except for per share amounts) GAAP Special Items Operating (Non-GAAP) RD RT Corp FE RD RT Corp FE RD RT Corp FE (1) Electric sales $ 9,452 $ 1,510 $ (128) $10,834 $ — $ — $ — $ — $ 9,452 $ 1,510 $ (128) $ 10,834 (2) Other 246 16 (61) 201 — —— — 246 16 (61) 201 (3) Total Revenues 9,698 1,526 (189) 11,035 — —— — 9,698 1,526 (189) 11,035 (4) Fuel 497 — — 497 — —— — 497 — — 497 (5) Purchased power 2,910 — 17 2,927 — —— — 2,910 — 17 2,927 (6) Other operating expenses 2,836 272 (156) 2,952 (4) (a) (c) — (79) (c) (83) 2,832 272 (235) 2,869 (7) Provision for depreciation 863 284 73 1,220 — —— — 863 284 73 1,220 (8) Amortization (deferral) of regulatory assets, net (89) 10 — (79) 104 (a) —— 104 15 10 — 25 (9) General taxes 760 209 39 1,008 — — (2) (c) (2) 760 209 37 1,006 (10) Total Operating Expenses 7,777 775 (27) 8,525 100 — (81) 19 7,877 775 (108) 8,544 (11) Operating Income (Loss) 1,921 751 (162) 2,510 (100) — 81 (19) 1,821 751 (81) 2,491 (12) Miscellaneous income, net 174 15 54 243 4 (c) — 22 (c) 26 178 15 76 269 (13) Pension and OPEB mark-to-market adjustment (290) (47) (337) (674) 290 (b) — 337 (b) 627 — (47) — (47) (14) Interest expense (495) (192) (346) (1,033) — —— — (495) (192) (346) (1,033) (15) Capitalized financing costs 37 33 1 71 — —— — 37 33 1 71 (16) Total Other Expense (574) (191) (628) (1,393) 294 — 359 653 (280) (191) (269) (740) (17) Income (Loss) Before Income Taxes (Benefits) 1,347 560 (790) 1,117 194 — 440 634 1,541 560 (350) 1,751 (18) Income taxes (benefits) 271 113 (171) 213 48 (a)-(c) — 98 (b) (c) 146 319 113 (73) 359 (19) Income (Loss) From Continuing Operations 1,076 447 (619) 904 146 — 342 488 1,222 447 (277) 1,392 (20) Discontinued operations, net of tax — — 8 8 — — (8) (b) (c) (8) ———— (21) Net Income (Loss) 1,076 447 (611) 912 146 — 334 480 1,222 447 (277) 1,392 (22) Income Allocated to Preferred Stockholders — — 4 4 — — (4) (d) (4) ———— (23) Net Income (Loss) Attributable to Common $ 1,076 $ 447 $ (615) $ 908 $ 146 $ — $ 338 $ 484 $ 1,222 $ 447 $ (277) $ 1,392 (24) Average Shares Outstanding 535 539 539 (25) Earnings (Loss) per Share $ 2.01 $ 0.84 $ (1.15) $ 1.70 $ 0.25 $ (0.01) $ 0.64 $ 0.88 $ 2.26 $ 0.83 $ (0.51) $ 2.58 Special Items (after-tax impact): (a) Regulatory charges $ (89) $ — $ — $ (89) (b) Mark-to-market - Pension/OPEB 216 — 262 478 (c) Exit of competitive generation 19 — 72 91 (d) Impact of full dilution — — 4 4 Impact to Earnings $ 146 $ — $ 338 $ 484 18 February 7, 2020


 
YTD December 2018 (in millions, except for per share amounts) GAAP Special Items Operating (Non-GAAP) RD RT Corp FE RD RT Corp FE RD RT Corp FE (1) Electric sales $ 9,851 $ 1,335 $ (136) $11,050 $ — $ — $ — $ — $ 9,851 $ 1,335 $ (136) $ 11,050 (2) Other 252 18 (59) 211 — —— — 252 18 (59) 211 (3) Total Revenues 10,103 1,353 (195) 11,261 — —— — 10,103 1,353 (195) 11,261 (4) Fuel 538 — — 538 — —— — 538 — — 538 (5) Purchased power 3,103 — 6 3,109 — —— — 3,103 — 6 3,109 (6) Other operating expenses 2,984 253 (104) 3,133 67 (a) (c) — (178) (c) (111) 3,051 253 (282) 3,022 (7) Provision for depreciation 812 252 72 1,136 — —— — 812 252 72 1,136 (8) Amortization (deferral) of regulatory assets, net (163) 13 — (150) 49 (a) —— 49 (114) 13 — (101) (9) General taxes 760 192 41 993 — —— — 760 192 41 993 (10) Total Operating Expenses 8,034 710 15 8,759 116 — (178) (62) 8,150 710 (163) 8,697 (11) Operating Income (Loss) 2,069 643 (210) 2,502 (116) — 178 62 1,953 643 (32) 2,564 (12) Miscellaneous income (loss), net 192 14 (1) 205 24 (a) (c) — (28) (c) (4) 216 14 (29) 201 (13) Pension and OPEB mark-to-market adjustment (109) (8) (27) (144) 109 (b) — 27 (b) 136 — (8) — (8) (14) Interest expense (514) (167) (435) (1,116) 4 (d) — 106 (d) 110 (510) (167) (329) (1,006) (15) Capitalized financing costs 26 37 2 65 — —— — 26 37 2 65 (16) Total Other Expense (405) (124) (461) (990) 137 — 105 242 (268) (124) (356) (748) (17) Income (Loss) Before Income Taxes (Benefits) 1,664 519 (671) 1,512 21 — 283 304 1,685 519 (388) 1,816 (18) Income taxes (benefits) 422 122 (54) 490 (30) (a)-(e) — (72) (b)-(e) (102) 392 122 (126) 388 (19) Income (Loss) From Continuing Operations 1,242 397 (617) 1,022 51 — 355 406 1,293 397 (262) 1,428 (20) Discontinued operations, net of tax — — 326 326 — — (363) (b)-(d) (363) — — (37) (37) (21) Net Income (Loss) 1,242 397 (291) 1,348 51 — (8) 43 1,293 397 (299) 1,391 (22) Income Allocated to Preferred Stockholders — — 367 367 — — (367) (f) (367) ———— (23) Net Income (Loss) Attributable to Common $ 1,242 $ 397 $ (658) $ 981 $ 51 $ — $ 359 $ 410 $ 1,293 $ 397 $ (299) $ 1,391 (24) Average Shares Outstanding 492 538 538 (25) Earnings (Loss) per Share $ 2.53 $ 0.81 $ (1.35) $ 1.99 $ (0.12) $ (0.07) $ 0.79 $ 0.60 $ 2.41 $ 0.74 $ (0.56) $ 2.59 Special Items (after-tax impact): (a) Regulatory charges $ (108) $ — $ — $ (108) (b) Mark-to-market adjustments - Pension/OPEB 81 — 22 103 (c) Exit of competitive generation 54 — (143) (89) (d) Debt redemption costs 3 — 112 115 (e) Tax reform 21 — 1 22 (f) Impact of full dilution — — 367 367 19 February 7, 2020 Impact to Earnings $ 51 $ — $ 359 $ 410


 
YTD December 2019 vs YTD December 2018 (in millions, except for per share amounts) GAAP Special Items Operating (Non-GAAP) RD RT Corp FE RD RT Corp FE RD RT Corp FE (1) Electric sales $ (399) $ 175 $ 8 $ (216) $ — $ — $ — $ — $ (399) $ 175 $ 8 $ (216) (2) Other (6) (2) (2) (10) — — — — (6) (2) (2) (10) (3) Total Revenues (405) 173 6 (226) — — — — (405) 173 6 (226) (4) Fuel (41) — — (41) — — — — (41) — — (41) (5) Purchased power (193) — 11 (182) — — — — (193) — 11 (182) (6) Other operating expenses (148) 19 (52) (181) (71) — 99 28 (219) 19 47 (153) (7) Provision for depreciation 51 32 1 84 — — — — 51 32 1 84 (8) Amortization of regulatory assets, net 74 (3) — 71 55 — — 55 129 (3) — 126 (9) General taxes — 17 (2) 15 —— (2) (2) — 17 (4) 13 (10) Total Operating Expenses (257) 65 (42) (234) (16) — 97 81 (273) 65 55 (153) (11) Operating Income (Loss) (148) 108 48 8 16 — (97) (81) (132) 108 (49) (73) (12) Miscellaneous income, net (18) 1 55 38 (20) — 50 30 (38) 1 105 68 (13) Pension and OPEB mark-to-market (181) (39) (310) (530) 181 — 310 491 — (39) — (39) (14) Interest expense 19 (25) 89 83 (4) — (106) (110) 15 (25) (17) (27) (15) Capitalized financing costs 11 (4) (1) 6 — — — — 11 (4) (1) 6 (16) Total Other Expense (169) (67) (167) (403) 157 — 254 411 (12) (67) 87 8 (17) Income (Loss) Before Income Taxes (317) 41 (119) (395) 173 — 157 330 (144) 41 38 (65) (18) Income taxes (benefits) (151) (9) (117) (277) 78 — 170 248 (73) (9) 53 (29) (19) Income (Loss) From Continuing Operations (166) 50 (2) (118) 95 — (13) 82 (71) 50 (15) (36) (20) Discontinued operations, net of tax — — (318) (318) — — 355 355 — — 37 37 (21) Net Income (Loss) (166) 50 (320) (436) 95 — 342 437 (71) 50 22 1 (22) Income Allocated to Preferred Stockholders — — (363) (363) — — 363 363 — — — — (23) Net Income (Loss) Attributable to Common $ (166) $ 50 $ 43 $ (73) $ 95 $ — $ (21) $ 74 $ (71) $ 50 $ 22 $ 1 (24) Average Shares Outstanding 43 1 1 (25) Earnings (Loss) per Share $ (0.52) $ 0.03 $ 0.20 $ (0.29) $ 0.37 $ 0.06 $ (0.15) $ 0.28 $ (0.15) $ 0.09 $ 0.05 $ (0.01) 20 February 7, 2020


 
2020F GAAP to Operating (Non-GAAP) Earnings(1) Reconciliation 2020 Forecast Q1 of 2020 (In $M, except per share amounts) RD RT Corp FE FE 2020F Net Income (Loss) - GAAP $890 - $1,230 $460 - $485 ($450 - $305) $900 - $1,410 ($75) - $380 2020F Earnings (Loss) Per Share $1.64 - $2.27 $0.85 - $0.89 ($0.83) - ($0.56) $1.66 - $2.60 ($0.14) - $0.70 Excluding Special Items: Mark-to-market adjustments - Pension/OPEB actuarial assumptions (2) 0.49 - 0.00 — 0.25 - 0.00 0.74 - 0.00 0.74 - 0.00 Total Special Items $0.49 - $0.00 $— $0.25 - $0.00 $0.74 - $0.00 $0.74 - $0.00 2020F Operating Earnings (Loss) Per Share - Non-GAAP (542M shares) $2.13 - $2.27 $0.85 - $0.89 ($0.58) - ($0.56) $2.40 - $2.60 $0.60 - $0.70 (1) Operating earnings exclude special items as described in the reconciliation table above and is a non-GAAP financial measure. (2) Upon the FES Debtors emergence from bankruptcy, FirstEnergy would perform a remeasurement of the pension and OPEB plans. Assuming an emergence in the first quarter of 2020, FirstEnergy anticipates an after-tax, non-cash, mark-to-market loss to be up to $400M assuming a discount rate of ~3.10% to 3.35% and a return on the pension and OPEB plans’ assets based on actual investment performance through January 31, 2020. Per share amounts for the special items above are based on the after-tax effect of each item divided by the number of shares outstanding for the period (542M shares). The current and deferred income tax effect was calculated by applying the subsidiaries' statutory tax rate to the pre-tax amount if deductible/taxable. The income tax rates range from 21% to 29%. 2020F Earnings (Loss) Per Share and 2020F Operating Earnings (Loss) Per Share - Non-GAAP are based on 542M shares. 21 February 7, 2020


 
Forward-Looking Statements Forward-Looking Statements: This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Unless the context requires otherwise, as used herein, references to “we”, “us”, “our”, and “FirstEnergy” refer to FirstEnergy Corp. Forward-looking 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: the ability to successfully execute an exit from commodity-based generation, including, without limitation, mitigating exposure for remedial activities associated with formerly owned generation assets; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, our strategy to operate and grow as a fully regulated business, to execute our transmission and distribution investment plans, to continue to reduce costs and to improve our credit metrics, strengthen our balance sheet and grow earnings; legislative and regulatory developments including, but not limited to, matters related to rates, compliance and enforcement activity; economic and weather conditions affecting future operating results, such as significant weather events and other natural disasters, and associated regulatory events or actions; changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business; the risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; the risks associated with the Chapter 11 bankruptcy proceedings involving FirstEnergy Solutions Corp. (FES), its subsidiaries, and FirstEnergy Nuclear Operating company (FENOC) (FES Bankruptcy) that could adversely affect us, our liquidity or results of operations, including, without limitation, that conditions to the FES Bankruptcy settlement agreement may not be met or that the FES Bankruptcy settlement agreement may not be otherwise consummated, and if so, the potential for litigation and payment demands against us by FES or FENOC or their creditors; the risks associated with the decommissioning of our retired and former nuclear facilities; the risks and uncertainties associated with litigation, arbitration, mediation and like proceedings; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, , or adverse tax audit results or rulings; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; 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; and the risks and other factors discussed from time to time in FirstEnergy’s Securities and Exchange Commission (SEC) filings. Dividends declared from time to time on FirstEnergy’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward- looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy’s filings with the SEC, including but not limited to the most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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 FirstEnergy’s 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. FirstEnergy expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise. 22 February 7, 2020


 
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