Form 8-K
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) October 27, 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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1-2578
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OHIO
EDISON COMPANY
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34-0437786
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(An
Ohio Corporation)
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c/o
FirstEnergy Corp.
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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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1-3491
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PENNSYLVANIA
POWER COMPANY
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25-0718810
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(A
Pennsylvania Corporation)
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c/o
FirstEnergy Corp.
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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. below):
[
]
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
4.02
(a)
Non-Reliance on Previously Issued Unaudited Consolidated Statements of Cash
Flows for the Three Months Ended March 31, 2006 and the Six Months Ended June
30, 2006
On
October 27, 2006,
the Audit Committee of the Board of Directors of FirstEnergy Corp. concluded
that the previously issued consolidated financial statements of FirstEnergy
Corp., Ohio Edison Company (a wholly owned subsidiary of FirstEnergy) and
Pennsylvania Power Company (a wholly owned subsidiary of Ohio Edison) for the
three months ended March 31, 2006, and the six months ended June 30, 2006,
as
originally filed in their Forms 10-Q for the quarters ended March 31, 2006
and
June 30, 2006, respectively, should not be relied upon due to a
misclassification between cash flows from operating activities and cash flows
from investing activities originally reported for those periods. The
Audit Committee further determined that the Consolidated Statements of Income
and Comprehensive Income for the three months ended March 31, 2006, and the
three months and six months ended June 30, 2006, and the Consolidated Balance
Sheets as of March 31, 2006 and June 30, 2006, were not affected by the
misclassification. Accordingly, revenues, net income, earnings per share of
common stock and total assets reported for the respective periods remain
unchanged. There is also no effect to FirstEnergy’s forecasted cash from
operations for the year 2006.
The
Consolidated
Statement of Cash Flows prepared by Pennsylvania Power Company (Penn) for the
three months ended March 31, 2006 misclassified the liquidation of $78 million
of cash investments that had been restricted as of December 31, 2005, associated
with the repayment of long-term debt in the first quarter of 2006, as cash
from
operating activities instead of cash from investing activities. That
misclassification was carried forward in the preparation of the Consolidated
Statements of Cash Flows for Ohio Edison Company (OE) and FirstEnergy. The
misclassification was not detected in the preparation of the Consolidated
Statements of Cash Flows for Penn, OE and FirstEnergy for the six months ended
June 30, 2006, but was discovered by Penn during the preparation of its
Consolidated Statement of Cash Flows for the nine months ended September 30,
2006. Management immediately began the process of assessing the materiality
of
the misclassification to the respective Consolidated Statements of Cash Flows
for Penn, OE and FirstEnergy, to determine whether the Forms 10-Q should be
amended to reflect the correct classification.
The
Audit Committee
has discussed this matter with PricewaterhouseCoopers LLP, the Companies’
registered independent public accounting firm.
FirstEnergy,
OE and Penn are filing this Form 8-K as required under the Exchange Act, within
the time prescribed under the applicable regulations. The amended financial
statements on Forms 10-Q/A for the quarters ended March 31, 2006 and June 30,
2006 for FirstEnergy, OE and Penn, related to the matter described above, were
filed on November 1, 2006.
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 FirstEnergy’s 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), and the legal and regulatory changes resulting
from
the implementation of the Energy Policy Act of 2005 (including, but not limited
to, the repeal of the Public Utility Holding Company Act of 1935), 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,
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 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 timing and outcome of various proceedings before the
Public Utilities Commission of Ohio (including, but not limited to, the
successful resolution of the issues remanded to the Public Utilities Commission
of Ohio by the Ohio Supreme Court regarding the Rate Stabilization Plan) and
the
Pennsylvania Public Utility Commission, including the transition rate plan
filings for Met-Ed and Penelec, 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 initiatives), 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, the successful completion of the
share repurchase program announced August 10, 2006, the risks and other factors
discussed from time to time in the registrants’ Securities and Exchange
Commission filings, including their annual report on Form 10-K for the year
ended December 31, 2005, and other similar factors. The registrants
expressly disclaim 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, each Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
November
2,
2006
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FIRSTENERGY
CORP.
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Registrant
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OHIO
EDISON COMPANY
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Registrant
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PENNSYLVANIA
POWER COMPANY
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Registrant
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By:
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/s/
Harvey L.
Wagner
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Harvey
L.
Wagner
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Vice
President, Controller and
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Chief
Accounting Officer
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