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 25, 2005
|
Commission
|
|
Registrant;
State of Incorporation;
|
|
I.R.S.
Employer
|
|
File
Number
|
|
Address;
and Telephone Number
|
|
Identification
No.
|
| |
|
|
|
|
|
333-21011
|
|
FIRSTENERGY
CORP.
|
|
34-1843785
|
| |
|
(An
Ohio Corporation)
|
|
|
| |
|
76
South Main Street
|
|
|
| |
|
Akron,
OH 44308
|
|
|
| |
|
Telephone
(800)736-3402
|
|
|
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
October 25,
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
9.01
Financial Statements and Exhibits
(c)
Exhibits.
|
Exhibit
No.
|
Description
|
| |
|
|
99.1
|
Press
Release
issued by FirstEnergy Corp., dated October 25, 2005
|
|
99.2
|
Consolidated
Report to the Financial Community, dated October 25,
2005
|
*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, but not limited to,
the
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
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 availability and cost
of
capital, 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 of strategic
goals
(including the proposed transfer of nuclear generation assets), the ability
to
improve electric commodity margins and to experience growth in the distribution
business, any decision of the Pennsylvania Public Utility Commission regarding
the plan filed by Pennsylvania Power Company on October 11, 2005 to secure
electricity supply for its customers at a set rate, 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
(RSP) in Ohio, specifically, the Public Utilities Commission of Ohio's
acceptance of the September 9, 2005 proposed supplement to the RSP, the risks
and other factors discussed from time to time in the registrant's Securities
and
Exchange Commission filings, and other similar factors. Dividends 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. 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.
October
25,
2005
| |
|
|
| |
FIRSTENERGY
CORP. |
|
|
Registrant
|
| |
By: |
/s/ Harvey
L. Wagner |
| |
Harvey
L. Wagner
Vice
President, Controller and
Chief
Accounting Officer
|
| |
|