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) February 15, 2005
|
Commission
File
Number |
|
Registrant;
State of Incorporation;
Address;
and Telephone Number |
|
I.R.S.
Employer
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 February 15,
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. 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 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, are related to discontinued businesses or are 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.
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, reported earnings per share prepared in accordance with GAAP.
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits.
|
Exhibit
No. |
Description |
| |
|
|
99.1 |
Press release
issued by FirstEnergy Corp., dated February 15, 2005 |
|
99.2 |
Consolidated
Report to the Financial Community, dated February 15,
2005 |
Forward-Looking
Statement: 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, maintenance costs
being higher than anticipated, legislative and regulatory changes (including
revised environmental requirements), 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,
including by the Securities and Exchange Commission, the United States
Attorney's Office and the Nuclear Regulatory Commission as disclosed in our
Securities and Exchange Commission filings, generally, and with respect to the
Davis-Besse Nuclear Power Station outage in particular, the availability and
cost of capital, the continuing availability and operation of generating units,
our inability to accomplish or realize anticipated benefits from strategic
goals, our ability to improve electric commodity margins and to experience
growth in the distribution business, our ability to access the public securities
and other capital markets, further investigation into the causes of the August
14, 2003 regional power outage and the outcome, cost and other effects of
present and potential legal and administrative proceedings and claims related to
the 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 our Securities and Exchange Commission filings,
and other similar factors. We expressly disclaim 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.
February 15,
2005
| |
|
| |
FIRSTENERGY CORP. |
| |
Registrant |
| |
/s/ Harvey L.
Wagner |
|
|
Harvey L.
Wagner |
|
|
Vice
President, Controller and |
|
|
Chief
Accounting Officer |