8-K 1 main8_k.htm FORM 8-K NON-GAP EARNINGS Unassociated Document
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) November 29, 2005

Commission
Registrant; State of Incorporation;
I.R.S. Employer
File Number
Address; and Telephone Number
Identification No.
     
333-21011
FIRSTENERGY CORP.
34-1843785
 
(An Ohio Corporation)
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800) 736-3402
 
     
1-2578
OHIO EDISON COMPANY
34-0437786
 
(An Ohio Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800) 736-3402
 
     
1-2323
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
34-0150020
 
(An Ohio Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800) 736-3402
 
     
1-3583
THE TOLEDO EDISON COMPANY
34-4375005
 
(An Ohio Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800) 736-3402
 
     
1-3491
PENNSYLVANIA POWER COMPANY
25-0718810
 
(A Pennsylvania Corporation)
 
 
c/o FirstEnergy Corp.
 
 
76 South Main Street
 
 
Akron, OH 44308
 
 
Telephone (800) 736-3402
 
     
1-3141
JERSEY CENTRAL POWER & LIGHT COMPANY
21-0485010
 
(A New Jersey Corporation)
 
 
c/o FirstEnergy Corp.
 
 
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 November 29, 2005, FirstEnergy Corp. announced changes to components of its 2005 and 2006 financial guidance. FirstEnergy affirmed its 2005 non-GAAP* earnings guidance of $2.85 to $3.00 per share of common stock and revised its 2005 estimated non-GAAP* cash generation guidance from $620 million to $390 million. The modification of non-GAAP* cash generation guidance reflects a $100 million increase from the release of cash collateral following FirstEnergy's recent credit rating upgrade from Standard & Poor's, offset by a reduction of $330 million (net of tax) to reflect the mid-point of a $500 million to $600 million voluntary pension contribution discussed in Item 8.01 below. The 2005 GAAP earnings are expected to be $2.67 to $2.82 per share of common stock and the 2005 net cash from operating activities (GAAP) is expected to be approximately $1.9 billion.
 
FirstEnergy also raised its 2006 non-GAAP* earnings guidance upward by $0.05 per share to $3.45 to $3.65 per share of common stock, excluding unusual items that may occur. In addition, FirstEnergy raised its 2006 non-GAAP* cash generation guidance to $460 million from its initial guidance of $300 million. The 2006 net cash from operating activities (GAAP) is expected to be in excess of $2.1 billion. FirstEnergy issued a Press Release and Letter to the Investment Community that provides additional related details. Pursuant to the requirements of Regulation G, FirstEnergy has provided quantitative reconciliations within the Press Release and Letter to the Investment Community of the non-GAAP* financial measures to the most directly comparable GAAP financial measures. The Press Release and Letter to the Investment Community are furnished, not filed, as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference hereunder.

Item 8.01 Other Events.
 
On November 29, 2005, FirstEnergy Corp. announced that its subsidiaries will make a voluntary contribution of between $500 million and $600 million to their pension plans before the end of 2005. The contribution is expected to be funded through existing short-term credit arrangements, including available intercompany money pools, as follows:

 
(In millions)
   
Ohio Edison Company
$     70 - 84
The Cleveland Electric Illuminating Company
40 - 49
The Toledo Edison Company
15 - 18
Pennsylvania Power Company
15 - 19
Jersey Central Power & Light Company
72 - 87
Metropolitan Edison Company
43 - 52
Pennsylvania Electric Company
57 - 69
All other subsidiaries
188 - 222
 
$ 500 - 600

 

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.
Description
99.1
Press Release issued by FirstEnergy Corp., dated November 29, 2005
   
99.2
Letter to the Investment Community, dated November 29, 2005

*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 have 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.


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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, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), 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 settlement agreement 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 government 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, rising interest rates and other inflationary trends, 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 of strategic goals (including the proposed transfer of nuclear generation assets and employee workforce factors), 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 not seek, or the Board of Directors to not 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, including their annual report on Form 10-K for the year ended December 31, 2004, and other similar factors. Dividends declared from time to time on FirstEnergy's common stock during any annual period may in aggregate vary from the indicated amounts due to circumstances considered by FirstEnergy's Board of Directors at the time of the actual declarations. The registrants expressly disclaim 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, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



November 29, 2005



 
FIRSTENERGY CORP.
 
Registrant
   
 
OHIO EDISON COMPANY
 
Registrant
   
 
THE CLEVELAND ELECTRIC
 
ILLUMINATING COMPANY
 
Registrant
   
 
THE TOLEDO EDISON COMPANY
 
Registrant
   
 
PENNSYLVANIA POWER COMPANY
 
Registrant
   
 
JERSEY CENTRAL POWER & LIGHT COMPANY
 
Registrant
   
 
METROPOLITAN EDISON COMPANY
 
Registrant
   
 
PENNSYLVANIA ELECTRIC COMPANY
 
Registrant
   


       
   
  /s/     Harvey L. Wagner 
   

           Harvey L. Wagner
     
Vice President, Controller and
Chief Accounting Officer


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