Form 8-k Earnings
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) April 26, 2006
Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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File
Number
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Address;
and Telephone Number
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Identification
No.
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333-21011
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FIRSTENERGY
CORP.
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34-1843785
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(An
Ohio Corporation)
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76
South Main Street
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Akron,
OH 44308
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Telephone
(800)736-3402
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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.):
[
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02
Results of Operations and Financial Condition
On
April 26, 2006,
FirstEnergy Corp. issued two public announcements, which are attached as
Exhibits 99.1 and 99.2 hereto and incorporated by reference. FirstEnergy's
Consolidated Report to the Financial Community contains non-GAAP* financial
measures. Pursuant to the requirements of Regulation G, FirstEnergy has provided
quantitative reconciliations within the Consolidated Report to the Financial
Community of the non-GAAP* financial measures to the most directly comparable
GAAP financial measures.
The
Consolidated
Report to the Financial Community includes normalized earnings per share, which
is not calculated in accordance with GAAP because it excludes the impact of
"unusual items". Unusual items reflect the impact on earnings of events that
are
not routine, may be related to discontinued businesses or may be the cumulative
effect of an accounting change. Management believes presenting normalized
earnings calculated in this manner provides useful information to investors
in
evaluating the ongoing results of FirstEnergy's businesses and assists investors
in comparing the company's operating performance to the operating performance
of
other companies in the energy sector. The Consolidated Report to the Financial
Community also includes references to free cash flow and cash generation which
are not defined under GAAP. Management believes presenting these non-GAAP*
measures provides useful information to investors in assessing FirstEnergy's
normalized operating performance from a cash perspective. FirstEnergy’s
management frequently references these non-GAAP* financial measures in its
decision-making, using them to facilitate historical and ongoing performance
comparisons as well as comparisons to the performance of peer companies.
The
non-GAAP*
information presented in the Consolidated Report to the Financial Community
should be considered in addition to, and not as a substitute for, their most
directly comparable financial measures prepared in accordance with
GAAP.
Item
9.01
Financial Statements and Exhibits
(c)
Exhibits.
Exhibit
No.
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Description
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99.1
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Press
Release
issued by FirstEnergy Corp., dated April 26, 2006
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99.2
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Consolidated
Report to the Financial Community, dated April 26,
2006
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*This
Form 8-K
contains non-GAAP financial measures. 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,
or
is subject to adjustment that have the effect of excluding or including 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, or GAAP.
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 typically contain, but are not limited to, the terms
"anticipate," "potential," "expect," "believe," "estimate" and similar words.
Actual results may differ materially due to the speed and nature of increased
competition and deregulation in the electric utility industry, economic or
weather conditions affecting future sales and margins, changes in markets for
energy services, changing energy and commodity market prices, replacement power
costs being higher than anticipated or inadequately hedged, the continued
ability of our regulated utilities to collect transition and other charges
or to
recover increased transmission costs, maintenance costs being higher than
anticipated, legislative and regulatory changes (including revised environmental
requirements), and the legal and regulatory changes resulting from the
implementation of the Energy Policy Act of 2005 (including, but not limited
to,
the repeal of the Public Utility Holding Company Act of 1935), the uncertainty
of the timing and amounts of the capital expenditures (including that such
amounts could be higher than anticipated) or levels of emission reductions
related to the Consent Decree resolving the New Source Review litigation,
adverse regulatory or legal decisions and outcomes (including, but not limited
to, the revocation of necessary licenses or operating permits, fines or other
enforcement actions and remedies) of governmental investigations and oversight,
including by the Securities and Exchange Commission, the United States
Attorney’s Office, the Nuclear Regulatory Commission and the various state
public utility commissions as disclosed in the registrant's Securities and
Exchange Commission filings, generally, and with respect to the Davis-Besse
Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear Power
Plant in particular, the timing and outcome of various proceedings before the
Pennsylvania Public Utility Commission, including the transition rate plan
filings for Met-Ed and Penelec, the continuing availability and operation of
generating units, the ability of generating units to continue to operate at,
or
near full capacity, the inability to accomplish or realize anticipated benefits
from strategic goals (including employee workforce initiatives), the anticipated
benefits from voluntary pension plan contributions, the ability to improve
electric commodity margins and to experience growth in the distribution
business, the ability to access the public securities and other capital markets
and the cost of such capital, the outcome, cost and other effects of present
and
potential legal and administrative proceedings and claims related to the
August 14, 2003 regional power outage, circumstances which may lead
management to seek, or the Board of Directors to grant, in each case in its
sole
discretion, authority for the implementation of a share repurchase program
in
the future, the risks and other factors discussed from time to time in the
registrant's Securities and Exchange Commission filings, and other similar
factors. The registrant expressly disclaims any current intention to update
any
forward-looking statements contained herein 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 thereunto
duly
authorized.
April
26,
2006
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FIRSTENERGY CORP.
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Registrant
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/s/ HarveyL.
Wagner
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Harvey
L. Wagner
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Vice
President, Controller and
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Chief
Accounting Officer
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