Form 8-K Earnings Release
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) January 31, 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
January 31, 2007,
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 Letter 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 Letter to the
Financial Community of the non-GAAP* financial measures to the most directly
comparable GAAP financial measures.
The
Press Release
and Letter 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 other companies in the energy sector. This non-GAAP
financial measure is also used by management as a budgetary control that in
some
cases may influence resource allocation. The Letter 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.
The
non-GAAP*
information presented in the Press Release and Letter to the Financial Community
should be considered in addition to, and not as a substitute for, their most
directly comparable financial measures prepared in accordance with GAAP. Also,
these non-GAAP* financial measures 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 January 31, 2007
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99.2
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Letter
to the
Financial Community, dated January 31,
2007
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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 the registrant’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 Nuclear Regulatory
Commission and the various state public utility commissions as disclosed in
the
registrant’s Securities and Exchange Commission filings, generally, 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 structuring and completion of a potential sale and
leaseback transaction for the Bruce Mansfield Unit 1 currently under
consideration by management, the successful implementation of the newly-approved
share repurchase program announced January 31, 2007, the risks and other factors
discussed from time to time in the registrant’s Securities and Exchange
Commission filings, including the registrant’s annual report on Form 10-K for
the year ended December 31, 2005, and other similar factors. 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.
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.
January
31,
2007
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FIRSTENERGY
CORP.
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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
Vice
President, Controller and
Chief
Accounting Officer
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