main8_k.htm
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 3, 2009
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 August 3, 2009,
FirstEnergy Corp. issued two public documents, 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 "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 FirstEnergy’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 Press Release and 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.
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 3, 2009
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99.2
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Consolidated
Report to the Financial Community, dated August 3,
2009
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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 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 include declarations regarding
management's intents, beliefs and current expectations. These statements
typically contain, but are not limited to, the terms "anticipate," "potential,"
"expect," "believe," "estimate" and similar words. Forward-looking statements
involve estimates, assumptions, known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Actual results may
differ materially due to the speed and nature of increased competition in the
electric utility industry and legislative and regulatory changes affecting how
generation rates will be determined following the expiration of existing rate
plans in Pennsylvania, the impact of the PUCO's regulatory process on the Ohio
Companies associated with the distribution rate case, economic or weather
conditions affecting future sales and margins, changes in markets for energy
services, changing energy and commodity market prices and availability,
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, other legislative and regulatory changes, revised
environmental requirements, including possible greenhouse gas emission
regulations, the potential impacts of the U.S. Court of Appeals' July 11, 2008
decision requiring revisions to the CAIR rules and the scope of any laws, rules
or regulations that may ultimately take their place, the uncertainty of the
timing and amounts of the capital expenditures needed to, among other things,
implement the AQC Plan (including that such amounts could be higher than
anticipated or that certain generating units may need to be shut down) or levels
of emission reductions related to the Consent Decree resolving the NSR
litigation or other potential regulatory initiatives, adverse regulatory or
legal decisions and outcomes (including, but not limited to, the revocation of
necessary licenses or operating permits and oversight) by the NRC, Met-Ed's and
Penelec's transmission service charge filings with the PPUC, the continuing
availability of generating units and their ability to operate at or near full
capacity, the ability to comply with applicable state and federal reliability
standards, the ability to accomplish or realize anticipated benefits from
strategic goals (including employee workforce initiatives), the ability to
improve electric commodity margins and to experience growth in the distribution
business, the changing market conditions that could affect the value of assets
held in FirstEnergy’s nuclear decommissioning trusts, pension trusts and other
trust funds, and cause it to make additional contributions sooner, or in an
amount that is larger than currently anticipated, the ability to access the
public securities and other capital and credit markets in accordance with
FirstEnergy’s financing plan and the cost of such capital, changes in general
economic conditions affecting the Registrant, the state of the capital and
credit markets affecting the Registrant, interest rates and any actions taken by
credit rating agencies that could negatively affect FirstEnergy’s access to
financing or its costs and increase requirements to post additional collateral
to support outstanding commodity positions, LOCs and other financial guarantees,
the continuing decline of the national and regional economy and its impact on
FirstEnergy’s major industrial and commercial customers, issues concerning the
soundness of financial institutions and counterparties with which FirstEnergy
does business, and the risks and other factors discussed from time to time in
the Registrant’s SEC filings, and other similar factors. The foregoing review of
factors should not be construed as exhaustive. New factors emerge from time to
time, and it is not possible for management to predict all such factors, nor
assess the impact of any such factor on FirstEnergy’s business or the extent to
which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statements. A security
rating is not a recommendation to buy, sell or hold securities that may be
subject to revision or withdrawal at any time by the assigning rating
organization. Each 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
authorized.
August 3,
2009
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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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