FirstEnergy Form 8-K dated August 1, 2006
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) August 1, 2006
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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)
[
]
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
August 1, 2006,
FirstEnergy Corp. issued two public announcements, which are attached as
Exhibits 99.1 and 99.2 hereto and incorporated by reference. FirstEnergy's
Press
Release and Consolidated Report to the Financial Community contain non-GAAP*
financial measures. Pursuant to the requirements of Regulation G, FirstEnergy
has provided quantitative reconciliations within the Press Release and
Consolidated Report to the Financial Community of the non-GAAP* financial
measures to the most directly comparable GAAP financial measures.
The
Press Release
and Consolidated Report to the Financial Community include 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 Press Release and 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
7.01
Regulation FD Disclosure
On
August 1, 2006,
FirstEnergy Corp. raised its 2006 annual earnings guidance, excluding unusual
items, to $3.65 to $3.85 per share of common stock. In addition, the company
affirmed its original non-GAAP* cash generation guidance for 2006 of $460
million. FirstEnergy’s Consolidated Report to the Financial Community, which is
attached as Exhibit 99.2 hereto and incorporated by reference, provides
additional related details.
Item
9.01
Financial Statements and Exhibits
(c)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release
issued by FirstEnergy Corp., dated August 1, 2006
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99.2
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Consolidated
Report to the Financial Community, dated August 1,
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 the registrant’s 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 needed to,
among other things, implement the Air Quality Compliance Plan (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
Public Utilities Commission of Ohio (including, but not limited to, the
successful resolution of the issues remanded to the PUCO by the Ohio Supreme
Court regarding the RSP) and 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 outages,
the successful implementation of the share repurchase program approved by the
Board in June 2006, the risks and other factors discussed from time to time
in
the registrant’s Securities and Exchange Commission filings, including the
registrant’s annual report on Form 10-K for the year ended December 31, 2005,
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.
August
1,
2006
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FIRSTENERGY
CORP.
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Registrant
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By:
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/s/ Harvey
L. 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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