-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+edkCEXUwXx0LUv2bZNJd0lYcPtBbQnwBagRtiee8KJVregstbPczniJPOFFGAp WKFCon0DwH4Mrwk/ece+gA== 0001031296-06-000124.txt : 20060508 0001031296-06-000124.hdr.sgml : 20060508 20060508142100 ACCESSION NUMBER: 0001031296-06-000124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060508 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-21011 FILM NUMBER: 06816128 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA ELECTRIC CO CENTRAL INDEX KEY: 0000077227 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 250718085 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03522 FILM NUMBER: 06816129 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE READING STREET 2: MUHLENBERG TOWNSHIP CITY: BERKS COUNTY STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 MAIL ADDRESS: STREET 1: C/O GPU ENERGY STREET 2: 2800 POTTSVILLE PIKE CITY: READING STATE: PA ZIP: 19605-2459 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN EDISON CO CENTRAL INDEX KEY: 0000065350 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 230870160 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00446 FILM NUMBER: 06816130 BUSINESS ADDRESS: STREET 1: 2800 POTTSVILLE PIKE STREET 2: MUHLENBERG TOWNSHIP CITY: READING STATE: PA ZIP: 19640-0001 BUSINESS PHONE: 6109293601 MAIL ADDRESS: STREET 1: C/O ENERGY GPU ENERGY STREET 2: 2800 POTTERVILLE CITY: READING STATE: PA ZIP: 19640-0001 8-K 1 main8_k.htm FORM 8-K REG FD Form 8-K Reg FD
 

 
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) May 8, 2006

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
 
     
1-446
METROPOLITAN EDISON COMPANY
23-0870160
 
(A Pennsylvania Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800) 736-3402
 
     
1-3522
PENNSYLVANIA ELECTRIC COMPANY
25-0718085
 
(A Pennsylvania Corporation)
 
 
c/o FirstEnergy Corp.
 
 
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 7.01 Regulation FD Disclosure.

On May 8, 2006, FirstEnergy Corp. issued a Letter to the Investment Community announcing a decision of the Pennsylvania Public Utility Commission that authorizes Metropolitan Edison Company and Pennsylvania Electric Company, wholly owned subsidiaries of FirstEnergy, to defer certain transmission costs incurred in 2006. FirstEnergy's Letter to the Investment Community is furnished, not filed, as Exhibit 99.1 and is incorporated by reference hereunder.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.
 
   
Exhibit No.
Description
99.1  
Letter to the Investment Community, dated May 8, 2006













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 our 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 (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 United States Attorney’s Office, the Nuclear Regulatory Commission and the various state public utility commissions as disclosed in the registrants' Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage 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 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, circumstances which may lead management to seek, or the Board of Directors to grant, in each case in its sole discretion, authority for the implementation of a share repurchase program in the future, the risks and other factors discussed from time to time in the registrants' Securities and Exchange Commission filings, and other similar factors. The registrants expressly disclaim any current intention to update any forward-looking statements contained herein as a result of new information, future events, or otherwise.

 
 
 
 

 


2





SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


May 8, 2006

   
 
FIRSTENERGY CORP.
 
Registrant
   
 
METROPOLITAN EDISON COMPANY
 
Registrant
   
 
PENNSYLVANIA ELECTRIC COMPANY
 
Registrant
   
   
   
   
By:   
                                   /s/   Harvey L. Wagner
 
Harvey L. Wagner
 
Vice President, Controller and
 
Chief Accounting Officer
 
 

3

EX-99.1 2 ex99_1.htm LETTER TO THE INVESTMENT COMMUNITY Letter to the Investment Community
                                                                              
 
 
 
    FIRSTENERGY
 
Terrance G. Howson
Vice President
Investor Relations
 
FirstEnergy Corp.
76 S. Main Street
Akron, Ohio 44308
Tel 973-401-8519
 
May 8, 2006
 
 
 
 

TO THE INVESTMENT COMMUNITY:1 
 
On May 4, 2006, the Pennsylvania Public Utility Commission (“PUC”) granted accounting authority for Metropolitan Edison Company (“Met-Ed”) and Pennsylvania Electric Company (“Penelec”), collectively the “Companies”, to defer certain incremental transmission charges during 2006. This letter provides additional details about the PUC’s ruling.
 

Background

In January 2005, the Companies filed a petition with the PUC requesting authorization to defer, for accounting and financial reporting purposes, certain incremental transmission charges as approved by the Federal Energy Regulatory Commission (“FERC”). Specifically, the request was to defer, commencing January 1, 2005, the FERC-approved charges from the PJM Interconnection that are incremental to the levels currently reflected in the transmission component of the Companies’ base rate tariffs. The petition did not request any ratemaking authorization but stated that the Companies would address retail rate recovery of the deferred charges in a future rate-related filing.  
 
On April 10, 2006, the Companies filed a transition rate plan (“Transition Plan”) with the PUC, requesting general rate increases and several changes in regulatory accounting procedures (see the Letter to the Investment Community dated April 10, 2006 for additional details, available at www.firstenergycorp.com/ir). While the Transition Plan did not make any ratemaking claim for the incremental transmission charges for the 2005 period, the Companies did request that the actual 2006 incremental expenses be recognized through a ratemaking deferral.
 
 

 
1 Please see the forward-looking statements at the end of this letter.
 
                                                                       

1



PUC Order

The PUC Order allows the Companies to defer, commencing January 1, 2006, the FERC-approved charges from the PJM Interconnection that are incremental to the levels currently reflected in the transmission component of the Companies’ base rate tariffs. Consistent with the petition, the Order does not grant rate recovery of these costs but allows the Companies an opportunity to seek recovery in the pending Transition Plan filing. Accordingly, the Companies will implement deferral accounting for these costs in the second quarter of 2006, which will include approximately $28 million, representing the amounts that the Companies would have deferred in the first quarter of 2006. The deferral amounts in subsequent quarters depend on the level of actual PJM charges. These charges, especially congestion costs, are influenced by electricity demand, weather, fuel prices, generation availability and other factors. Had deferral accounting been authorized in 2005, the Companies would have deferred $143 million of incremental transmission costs.

Our current 2006 earnings guidance does not reflect deferral of these transmission expenses. Our general practice is to address annual earnings guidance at each quarterly earnings release. Therefore, we expect to address the earnings guidance impact of the PUC's action at the time of our second quarter 2006 earnings release.


PUC Action on Transition Plan Filing

As expected, the PUC also voted to assign the Transition Plan filing to a PUC administrative law judge for evidentiary hearings and a recommended decision. The PUC has until January 10, 2007 to make its final decision on this rate request.

If you have any questions concerning information in this update, please call Kurt Turosky, Director of Investor Relations, at (330) 384-5500, or me at (973) 401-8519.
 
 
 
Very truly yours,
   
   
   
   
   
 
Terrance G. Howson
 
Vice President - Investor Relations



 

2




 
Forward-Looking Statements


This investor letter 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 our 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 (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 United States Attorney's Office, the Nuclear Regulatory Commission and the various state public utility commissions as disclosed in our Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage 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 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 our generating units to continue to operate at, or near full capacity, our inability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives), the anticipated benefits from our voluntary pension plan contributions, 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 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, circumstances which may lead management to seek, or the Board of Directors to grant, in each case in its sole discretion, authority for the implementation of a share repurchase program in the future, 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.

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