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) May 3, 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
May 3, 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 May 3, 2007
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99.2
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Consolidated
Report to the Financial Community, dated May 3,
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 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 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
and the various
state public utility commissions as disclosed in the registrants’ Securities
and
Exchange Commission
filings, 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 and Penn’s Default Service
Plan filing), 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 structuring and completion of a potential
sale and leaseback transaction for Bruce Mansfield Unit 1 currently under
consideration by management, any purchase price adjustment under the accelerated
share repurchase program announced March 2, 2007, the risks and other factors
discussed from time to time in the registrants’ Securities
and
Exchange Commission
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.
May
3,
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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