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) September 8, 2003
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
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333-21011 FIRSTENERGY CORP. 34-1843785
(An Ohio Corporation)
76 South Main Street
Akron, Ohio 44308
Telephone (800)736-3402
Item 5. Other Events
On September 8, 2003, FirstEnergy Corp. announced the public offering
of additional common stock. FirstEnergy is updating its 2003 earnings guidance
to reflect issuance of the additional shares, as outlined on Exhibit 99 herein.
In connection with the offering, FirstEnergy is making presentations which
contain a non-GAAP financial measure - free cash flow. 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 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. Pursuant to the
requirements of Regulation G, FirstEnergy has provided below a reconciliation of
the non-GAAP financial measure to the most directly comparable GAAP financial
measure.
2003
($ in millions) Estimate
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Cash flows from operations (GAAP basis) ............... $1,829
Less:
Capital expenditures ............................... (733)
Nuclear fuel fabrication ........................... (146)
Common stock dividends ............................. (451)
Add:
Cash from divestitures of non-core assets .......... 76
Free cash flow (non-GAAP basis) ....................... $ 575
Management believes presenting free cash flow (non-GAAP basis) provides
useful information to investors in evaluating the ongoing cash flows of
FirstEnergy's businesses and assists investors in comparing the company's
liquidity to others in the energy sector. FirstEnergy's management frequently
references 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 common stock offering
presentations should be considered in addition to, and not as a substitute for,
cash flows from operations prepared in accordance with GAAP.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99 Press Release issued by FirstEnergy Corp., dated
September 8, 2003
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Forward-Looking Statement: This Form 8-K includes forward-looking
statements based on information currently available to management. Such
statements are subject to certain risk 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, maintenance costs being higher than
anticipated, legislative and regulatory changes (including revised environmental
requirements), availability and cost of capital, inability of the Davis-Besse
Nuclear Power Station to restart (including because of any inability to obtain a
favorable final determination from the Nuclear Regulatory Commission) in the
fall of 2003, inability to accomplish or realize anticipated benefits of
strategic goals, further investigation into the causes of the August 14, 2003,
power outage, ability to successfully execute the equity offering, and other
similar factors.
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.
September 8, 2003
FIRSTENERGY CORP.
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Registrant
/s/ Harvey L. Wagner
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Harvey L. Wagner
Vice President, Controller
and Chief Accounting Officer
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