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Commission |
Registrant;
State of Incorporation; |
I.R.S.
Employer | ||
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File
Number |
Address;
and Telephone Number |
Identification
No. | ||
|
333-21011 |
FIRSTENERGY
CORP. |
34-1843785 | ||
|
(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)) |
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Item
2.02 Results of Operations and Financial
Condition |
|
On April 27,
2005, 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. 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 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.
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 "unusual items". Unusual items reflect
the impact on earnings of events that are not routine, are related to
discontinued businesses or are 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 others 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 Consolidated Report to the Financial
Community should be considered in addition to, and not as a substitute
for, reported earnings per share prepared in accordance with
GAAP. |
|
Item
9.01 Financial Statements and Exhibits |
|
(c)
Exhibits. |
|
Exhibit
No. |
Description | |
|
99.1 |
Press release
issued by FirstEnergy Corp., dated April 27, 2005 | |
|
99.2 |
Consolidated
Report to the Financial Community, dated April 27,
2005 |
|
Forward-Looking
Statement: 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 our regulated
utilities to collect transition and other charges, maintenance costs being
higher than anticipated, legislative and regulatory changes (including
revised environmental requirements), the receipt of approval from and
entry of a final order by the U.S. District Court, Southern District of
Ohio on the pending settlement agreement resolving the New Source Review
litigation and the uncertainty of the timing and amounts of the capital
expenditures (including that such amounts could be higher than
anticipated) or levels of emission reductions related to this settlement,
adverse regulatory or legal decisions and outcomes (including 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 and the Nuclear Regulatory Commission as disclosed in
the registrants’ 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
availability and cost of capital, the continuing availability and
operation of generating units, the inability to accomplish or realize
anticipated benefits from strategic goals, 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,
further investigation into the causes of the August 14, 2003, regional
power outage and the outcome, cost and other effects of present and
potential legal and administrative proceedings and claims related to the
outage, the final outcome in the proceeding related to FirstEnergy's
Application for a Rate Stabilization Plan in Ohio, the risks and other
factors discussed from time to time in the registrant's Securities and
Exchange Commission filings, 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. |
|
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. |
|
April 27,
2005 |
FIRSTENERGY
CORP. | |
|
Registrant |
| /s/ Harvey L. Wagner | |
|
Harvey L.
Wagner | |
|
Vice
President, Controller and | |
|
Chief
Accounting Officer |