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 20, 2007
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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
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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.):
[ ]
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))
Item 2.02
Results of Operations and Financial Condition
On February 20,
2007, 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. This non-GAAP*
financial measure is also used by management as a budgetary control that in some
cases may influence resource allocation. 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. Also, these non-GAAP* financial measures may not be comparable to
similarly titled measures used by other entities.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No. |
Description |
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99.1 |
Press Release
issued by FirstEnergy Corp., dated February 20, 2007 |
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99.2 |
Consolidated
Report to the Financial Community, dated February 20,
2007 |
*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 Nuclear Regulatory
Commission and the various state public utility commissions as disclosed in the
registrant’s Securities and Exchange Commission filings, generally, 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 Public Utilities Commission of Ohio by the Ohio Supreme Court
regarding the Rate Stabilization Plan) 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
outage, the successful structuring and completion of a potential sale and
leaseback transaction for Bruce Mansfield Unit 1 currently under consideration
by management, the successful implementation of the share repurchase program
announced January 31, 2007, 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. Dividends declared from time to time on
FirstEnergy’s common stock during any annual period may in aggregate vary from
the indicated amounts due to circumstances considered by FirstEnergy’s Board of
Directors at the time of the actual declarations. Also, a security rating is not
a recommendation to buy, sell or hold securities, and it may be subject to
revision or withdrawal at any time and each such rating should be evaluated
independently of any other rating. 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.
February 20,
2007
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FIRSTENERGY
CORP. |
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Registrant |
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By: |
/s/ Harvey L. Wagner
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Harvey L. Wagner
Vice
President, Controller and
Chief Accounting Officer |