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 7,
2007
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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
August 7,
2007, 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 a non-GAAP* financial
measure. Pursuant to the requirements of Regulation G, FirstEnergy has provided
a quantitative reconciliation within the Consolidated Report to the Financial
Community of the non-GAAP* financial measure to the most directly comparable
GAAP financial measure.
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
"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 the company'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 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 7, 2007
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99.2
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Consolidated
Report to the Financial Community, dated August 7,
2007
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*This
Form 8-K
contains a non-GAAP financial measure. 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 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 and oversight) by the Nuclear Regulatory
Commission (including, but not limited to, the Demand for Information issued
to
FENOC on May 14, 2007) as disclosed in FirstEnergy’s SEC filings, the
timing and outcome of various proceedings before the Public Utilities Commission
of Ohio (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 Rate Stabilization Plan) and the Pennsylvania Public Utility
Commission (including Penn’s default service plan filing), the resolution of the
Petitions for Review filed with the Commonwealth Court of Pennsylvania with
respect to the transition rate plan filing 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, any final adjustment in the purchase price per share under the
accelerated share repurchase program announced March 2, 2007, the risks and
other factors discussed from time to time in the registrant’s SEC filings, and
other similar factors. 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.
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.
August
7,
2007
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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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