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) May 1, 2008
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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.):
[ ]
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))
On May 1, 2008,
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
"special items." Special items reflect the impact on earnings of events that are
not routine or that may be related to discontinued businesses. 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 FirstEnergy’s
operating performance to the operating performance of other companies in the
energy sector. Management believes presenting this non-GAAP* measure provides
useful information to investors in assessing FirstEnergy's normalized operating
performance. FirstEnergy's management frequently references this non-GAAP*
financial measure in its decision-making, using it 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, the most
directly comparable financial measure prepared in accordance with
GAAP. Also, the non-GAAP* financial measure 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.
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Description
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99.1
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Press Release
issued by FirstEnergy Corp., dated May 1, 2008
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99.2
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Consolidated
Report to the Financial Community, dated May 1,
2008
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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 has 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 include declarations regarding management’s
intents, beliefs and current expectations. These statements typically contain,
but are not limited to, the terms “anticipate,” “potential,” “expect,”
“believe,” “estimate” 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 achievement expressed or
implied by such forward-looking statements. Actual results may differ materially
due to the speed and nature of increased competition in the electric utility
industry and legislative and regulatory changes affecting how generation rates
will be determined following the expiration of existing rate plans in Ohio and
Pennsylvania, 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 FirstEnergy’s regulated utilities to collect
transition and other charges or to recover increased transmission costs,
maintenance costs being higher than anticipated, other legislative and
regulatory changes including revised environmental requirements and possible GHG
emission regulations, 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 or other potential regulatory initiatives, adverse regulatory
or legal decisions and outcomes (including, but not limited to, the revocation
of necessary licenses or operating permits and oversight) by the NRC (including,
but not limited to, the Demand for Information issued to FENOC on May 14,
2007), the timing and outcome of various proceedings before the PUCO (including,
but not limited to, the distribution rate cases and the generation supply plan
filing for the Ohio Companies and the successful resolution of the issues
remanded to the PUCO by the Ohio Supreme Court regarding the RSP and RCP,
including the deferral of fuel costs) and Met-Ed’s and Penelec’s transmission
service charge filings with the PPUC as well as the resolution of the Petitions
for Review filed with the Commonwealth Court of Pennsylvania with respect to the
transition rate plan for Met-Ed and Penelec, the continuing availability of
generating units and their ability to operate at, or near full capacity,
the changing market conditions that could affect the value of assets held in the
registrant’s nuclear decommissioning trusts, pension trusts and other trust
funds, the ability to comply with applicable state and federal reliability
standards, the ability to accomplish or realize anticipated benefits from
strategic goals (including employee workforce initiatives), 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 risks and other factors discussed from time to
time in the registrant’s SEC filings, and other similar factors. The foregoing
review of factors should not be construed as exhaustive. New factors emerge from
time to time, and it is not possible to predict all such factors, nor assess the
impact of any such factor on the registrant’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. 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
authorized.
May 1,
2008
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FIRSTENERGY
CORP.
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Registrant
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By:
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Harvey L.
Wagner
Vice
President, Controller and
Chief
Accounting Officer
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