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 11, 2010
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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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Address; and Telephone
Number
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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 11,
2010, FirstEnergy Corp. issued two public documents, 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 February 11, 2010
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99.2
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Consolidated
Report to the Financial Community, dated February 11,
2010
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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 achievements 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
Pennsylvania, the impact of the Public Utilities Commission of Ohio's regulatory
process on the Ohio Companies associated with the distribution rate case,
business and regulatory impacts from ATSI's realignment into PJM, 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, operating and
maintenance costs being higher than anticipated, other legislative and
regulatory changes, revised environmental requirements, including possible
greenhouse gas emission regulations, the potential impacts of the U.S. Court of
Appeals' July 11, 2008 decision requiring revisions to the Clean Air Interstate
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 that
certain generating units may need to be shut down) or levels of emission
reductions related to the Consent Decree resolving the New Source Review
litigation or other similar potential regulatory initiatives or actions, adverse
regulatory or legal decisions and outcomes (including, but not limited to, the
revocation of necessary licenses or operating permits and oversight) by the
Nuclear Regulatory Commission, Metropolitan Edison Company's and Pennsylvania
Electric Company's transmission service charge filings with the Pennsylvania
Public Utility Commission, the continuing availability of generating units and
their ability to operate at or near full capacity, 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 changing market conditions
that could affect the value of assets held in FirstEnergy's nuclear
decommissioning trusts, pension trusts and other trust funds, and cause it to
make additional contributions sooner, or in an amount that is larger than
currently anticipated, the ability to access the public securities and other
capital and credit markets in accordance with FirstEnergy's financing plan and
the cost of such capital, changes in general economic conditions affecting the
company, the state of the capital and credit markets affecting the company,
interest rates and any actions taken by credit rating agencies that could
negatively affect FirstEnergy's access to financing or its costs or increase its
requirements to post additional collateral to support outstanding commodity
positions, letters of credit and other financial guarantees, the continuing
decline of the national and regional economy and its impact on the company's
major industrial and commercial customers, issues concerning the soundness of
financial institutions and counterparties with which FirstEnergy does business,
and the risks and other factors discussed from time to time in its Securities
and Exchange Commission 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 for management to predict all such factors, nor
assess the impact of any such factor on FirstEnergy'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. FirstEnergy
expressly disclaims any current intention to update any forward-looking
statements contained herein as a result of new information, future events, or
otherwise.
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.
February 11,
2010
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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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