Unassociated Document
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, 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 August 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 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 "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 Press Release and 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 August 1, 2008
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99.2
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Consolidated
Report to the Financial Community, dated August 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, the impact of the PUCO’s rulemaking process on the Ohio Companies’
ESP and MRO filings, economic or weather conditions affecting future sales and
margins, changes in markets for energy services, changing energy and commodity
market prices and availability, 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, revised environmental requirements,
including possible GHG emission regulations, the impact of the U.S. Court of
Appeals’ July 11, 2008 decision to vacate the CAIR rules and the scope of any
laws, rules or regulations that may ultimately take their place, 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.
August 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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