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 21, 2004
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, 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 21, 2004, 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. 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
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99.1 Press Release issued by FirstEnergy Corp., dated October 21, 2004
99.2 Consolidated Report to the Financial Community, dated October 21,
2004
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 the outcome of
governmental investigations (including revocation of necessary licenses or
operating permits), availability and cost of capital, the continuing
availability and operation of generating units, the inability to accomplish or
realize anticipated benefits of strategic goals, the ability to improve electric
commodity margins and to experience growth in the distribution business, the
ability to access the public securities 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 that 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 FirstEnergy's Securities and
Exchange Commission filings, including its annual report on Form 10-K (as
amended) for the year ended December 31, 2003, and its Form 10-Q for the quarter
ended June 30, 2004, and other similar factors. FirstEnergy 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.
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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 21, 2004
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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