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 18, 2009
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Commission
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Registrant;
State of Incorporation;
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I.R.S.
Employer
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Address; and Telephone
Number
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333-21011
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FIRSTENERGY
CORP.
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34-1843785
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(An
Ohio Corporation)
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76
South Main Street
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Akron,
OH 44308
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Telephone (800)736-3402
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333-145140-01
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FIRSTENERGY
SOLUTIONS CORP.
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31-1560186
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(An
Ohio Corporation)
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c/o
FirstEnergy Corp.
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76
South Main Street
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Akron,
OH 44308
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Telephone
(800)736-3402
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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))
As previously
disclosed by FirstEnergy Corp. (FirstEnergy) and its Ohio utility operating
subsidiaries, Ohio Edison Company (OE), The Cleveland Electric Illuminating
Company (CEI) and The Toledo Edison Company (TE) (collectively, the Ohio
Companies), the Public Utilities Commission of Ohio (PUCO) issued orders on
March 4 and March 25, 2009 approving the Ohio Companies’ Amended Electric
Security Plan. The March 25, 2009 order included provisions for
establishing a descending-clock format competitive bid process (Auction) for
generation supply and pricing of 100 percent of the Ohio Companies’ Standard
Service Offer requirements, on a slice of system basis, for the period
June 1, 2009 through May 31, 2011 for customers who choose not to shop with
an alternative supplier.
CRA
International conducted the Auction on May 13 and May 14,
2009. On May 14, 2009, the PUCO issued an order accepting the Auction
results.
Nine qualified
bidders submitted winning bids for a load weighted-average winning price for
supply of $61.50 per megawatt-hour (MWH) to provide generation (including energy
and capacity) and transmission (including ancillary services). FirstEnergy
Solutions Corp. (FES), a wholly owned subsidiary of FirstEnergy and affiliate of
the Ohio Companies, was one of the winning bidders.
As a winning bidder
in the Auction, FES entered into a power supply agreement with the Ohio
Companies on May 18, 2009 to supply 51 percent of the generation (including
energy and capacity) and transmission (including ancillary services) supply
needed by the Ohio Companies for the period June 1, 2009 through May 31,
2011.
FES’ power supply
agreement with the Ohio Companies includes various credit provisions, including
posting of margin based on mark-to-market calculations, which can be achieved
through the posting of cash or letters of credit or, for any amount of required
collateral in excess of $400 million, through the delivery or pledge of first
mortgage bonds.
The power supply
agreement may be terminated prior to the end of its stated term by mutual
agreement of the parties or in the event of a default by one of the parties. FES
also bears various risks, including but not limited to, those associated with
the services to be provided including risk of volume fluctuations, price risk
for purchased energy and capacity as well as risks associated with changes in
market rules of the regional transmission organization. FES intends to provide
these services from its affiliated generating assets (including leasehold
interests) and, if necessary, third parties.
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 include declarations regarding management's
intents, beliefs and current expectations. These statements typically contain,
but are not limited to, the terms "anticipate," "potential," "expect,"
"believe," "estimate" and similar words. Forward-looking statements involve
estimates, assumptions, known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Actual results may differ materially
due to the speed and nature of increased competition in the electric utility
industry and legislative and regulatory changes affecting how generation rates
will be determined following the expiration of existing rate plans in Ohio and
Pennsylvania, the impact of the PUCO's regulatory process on the Ohio Companies
associated with the distribution rate case or implementing the recently-approved
ESP, including the impact of the competitive generation procurement process in
Ohio, economic or weather conditions affecting future sales and margins, changes
in markets for energy services, changing energy and commodity market prices and
availability, replacement power costs being higher than anticipated or
inadequately hedged, the continued ability of FirstEnergy’s regulated utilities
to collect transition and other charges or to recover increased transmission
costs, maintenance costs being higher than anticipated, other legislative and
regulatory changes, revised environmental requirements, including possible
greenhouse gas emission regulations, the potential impacts of the U.S. Court of
Appeals' July 11, 2008 decision requiring revisions to the CAIR rules and the
scope of any laws, rules or regulations that may ultimately take their place,
the uncertainty of the timing and amounts of the capital expenditures needed to,
among other things, implement the AQC Plan (including that such amounts could be
higher than anticipated or that certain generating units may need to be shut
down) or levels of emission reductions related to the Consent Decree resolving
the NSR litigation or other potential regulatory initiatives, adverse regulatory
or legal decisions and outcomes (including, but not limited to, the revocation
of necessary licenses or operating permits and oversight) by the NRC (including,
but not limited to, the Demand for Information issued to FENOC on May 14, 2007),
Met-Ed's and Penelec's transmission service charge filings with the PPUC, the
continuing availability of generating units and their ability to operate at or
near full capacity, the ability to comply with applicable state and federal
reliability standards, the ability to accomplish or realize anticipated benefits
from strategic goals (including employee workforce initiatives), the ability to
improve electric commodity margins and to experience growth in the distribution
business, the changing market conditions that could affect the value of assets
held in FirstEnergy’s nuclear decommissioning trusts, pension trusts and other
trust funds, and cause it to make additional contributions sooner, or in an
amount that is larger than currently anticipated, the ability to access the
public securities and other capital and credit markets in accordance with
FirstEnergy’s financing plan and the cost of such capital, changes in general
economic conditions affecting the Registrants, the state of the capital and
credit markets affecting the Registrants, interest rates and any actions taken
by credit rating agencies that could negatively affect FirstEnergy’s access to
financing or its costs and increase requirements to post additional collateral
to support outstanding commodity positions, LOCs and other financial guarantees,
the continuing decline of the national and regional economy and its impact on
FirstEnergy’s major industrial and commercial customers, issues concerning the
soundness of financial institutions and counterparties with which FirstEnergy
does business, and the risks and other factors discussed from time to time in
the Registrants’ SEC filings, and other similar factors. The foregoing review of
factors should not be construed as exhaustive. New factors emerge from time to
time, and it is not possible for management to predict all such factors, nor
assess the impact of any such factor on FirstEnergy’s business or the extent to
which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statements. 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.
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
authorized.
May 21,
2009
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FIRSTENERGY
CORP.
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Registrant
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FIRSTENERGY
SOLUTIONS CORP.
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Registrant
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By:
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Harvey L.
Wagner
Vice
President, Controller and
Chief
Accounting
Officer
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