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) July 27, 2005
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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.):
[
] 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
2.02
Results of Operations and Financial Condition
On
July 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
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 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.
Item
7.01
Regulation FD Disclosure
On
July 27, 2005,
FirstEnergy Corp. raised its earnings and cash flow guidance for 2005 and
announced earnings and cash flow guidance for 2006. The company's non-GAAP*
earnings guidance for 2005 is $2.85 to $3.00 per share of common stock. The
company expects that non-GAAP* free cash flow for 2005 will be approximately
$535 million. The company's earnings guidance for 2006 is $3.40 to $3.60
per
share of common stock. The company is currently unaware of any specific unusual
charges or credits that will become reconciling items between earnings per
share
on a GAAP and non-GAAP* basis in 2006. The company estimates that non-GAAP*
free
cash flow for 2006 will range from $280 million to $380 million. FirstEnergy
issued a Press Release and Letter to the Investment Community that provide
additional related details. Pursuant to the requirements of Regulation G,
FirstEnergy has provided quantitative reconciliations within the Press Release
and Letter to the Investment Community of the non-GAAP* financial measures
to
the most directly comparable GAAP financial measures. The Press Release and
Letter to the Investment Community are furnished, not filed, as Exhibits
99.3
and 99.4, respectively, and are incorporated by reference.
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 July 27, 2005
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99.2
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Consolidated
Report to the Financial Community, dated July 27, 2005
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99.3
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Press
Release
issued by FirstEnergy Corp., dated July 27, 2005
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99.4
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Letter
to the
Investment Community, dated July 27,
2005
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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,
maintenance costs being higher than anticipated, legislative and regulatory
changes (including revised environmental requirements), 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 revocation of necessary
licenses or operating permits, fines or other enforcement actions and remedies)
of government 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 of 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, 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 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 in this document 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.
July
27,
2005
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FIRSTENERGY
CORP.
Registrant
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/s/
Harvey L. Wagner |
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Harvey
L. Wagner |
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Vice
President,
Controller and
Chief
Accounting
Officer
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