Form 8K - Earnings
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 15, 2006
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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.):
[
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
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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 15,
2006, 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. 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.
Item
9.01
Financial Statements and Exhibits
(c)
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 15, 2006
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99.2
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Consolidated
Report to the Financial Community, dated February 15,
2006
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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 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 our 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), the repeal of the Public Utility Holding Company Act of
1935 and the legal and regulatory changes resulting from the implementation
of the Energy Policy Act of 2005, 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 the settlement
agreement 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 United States Attorney’s Office, the
Nuclear Regulatory Commission and the various state public utility commissions
as disclosed in the registrant's 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
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 factors), 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,
circumstances which may lead management to seek, or the Board of Directors
to
grant, in each case in its sole discretion, authority for the implementation
of
a share repurchase program in the future, the risks and other factors discussed
from time to time in the registrant's Securities and Exchange Commission
filings, and other similar factors. Dividends declared from time to time during
any annual period may in aggregate vary from the indicated amounts due to
circumstances considered by the Board at the time of the actual declarations.
Also, a security rating should not be viewed as a recommendation to buy, sell,
or hold securities and it may be subject to revision or withdrawal at any time.
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
15,
2006
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FIRSTENERGY
CORP.
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Registrant
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/s/ Harvey
L. Wagner
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Harvey
L.
Wagner
Vice
President, Controller and
Chief
Accounting Officer
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