Item 7.01 Regulation FD Disclosure
On
The attached slides 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
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special items as discussed above, for the periods presented in 2018 by 538
million shares, 539 million shares in 2019, and 542 million shares in 2020,
which reflects the full impact of share dilution from the equity issuance in
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1FirstEnergy Corp. Investor Slides, datedMarch 31, 2020 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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Forward-Looking Statements: This Form 8-K includes forward-looking statements
based on information currently available to management. Such statements are
subject to certain risks and uncertainties. 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 outbreak of the novel coronavirus (known as COVID-19)
and the impact on our business, which will depend on future developments that
are not known, and cannot be predicted at this time; 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 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; the risks and other factors discussed from time to time
in our
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Corp.'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. The foregoing factors
should not be construed as exhaustive and should be read in conjunction with the
other cautionary statements and risks that are included in our filings with the
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