UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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
000-53742		FIRSTENERGY SOLUTIONS CORP.		31-1560186
		(An Ohio Corporation)
		c/o FirstEnergy Corp.
		76 South Main Street
		Akron, OH 44308
		Telephone (800)736-3402
1-2578		OHIO EDISON COMPANY (An Ohio Corporation)		34-0437786
		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
1-3141		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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o		FirstEnergy Corp., FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o		FirstEnergy Corp.

Yes o No o		FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company, and Pennsylvania Electric Company

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ		FirstEnergy Corp.
Accelerated Filer o		N/A
Non-accelerated Filer (Do not check if a smaller reporting company) þ		FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company

Smaller Reporting Company o		N/A

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No þ		FirstEnergy Corp., FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

		OUTSTANDING
CLASS		AS OF JULY 31, 2010
FirstEnergy Corp., $10 par value			304,835,407
FirstEnergy Solutions Corp., no par value			7
Ohio Edison Company, no par value			60
The Cleveland Electric Illuminating Company, no par value			67,930,743
The Toledo Edison Company, $5 par value			29,402,054
Jersey Central Power & Light Company, $10 par value			13,628,447
Metropolitan Edison Company, no par value			859,500
Pennsylvania Electric Company, $20 par value			4,427,577

FirstEnergy Corp. is the sole holder of FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company common stock.

 

 

This combined Form 10-Q is separately filed by FirstEnergy Corp., FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant, except that information relating to any of the FirstEnergy subsidiary registrants is also attributed to FirstEnergy Corp.

FirstEnergy Web Site

Each of the registrants’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are also made available free of charge on or through FirstEnergy’s internet web site at www.firstenergycorp.com.

These reports are posted on the web site as soon as reasonably practicable after they are electronically filed with the SEC. Additionally, the registrants routinely post important information on the web site and recognize the web site is a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under SEC Regulation FD. Information contained on FirstEnergy’s web site shall not be deemed incorporated into, or to be part of, this report.

OMISSION OF CERTAIN INFORMATION

FirstEnergy Solutions Corp., Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) to Form 10-Q.

Forward-Looking Statements: This Form 10-Q 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 Pennsylvania.
	•		The impact of the regulatory process on the pending matters in Ohio, Pennsylvania and New Jersey.
	•		Business and regulatory impacts from ATSI’s realignment into PJM.
	•		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 recover regulatory assets or increased costs.
	•		Operation and maintenance costs being higher than anticipated.
	•		Other legislative and regulatory changes, and revised environmental requirements, including possible GHG emission regulations.
	•		The potential impacts of the proposed rules promulgated by EPA on July 6, 2010, in response to the U.S. Court of Appeals’ July 11, 2008 decision requiring revisions to the CAIR rules.
	•		The uncertainty of the timing and amounts of the capital expenditures needed to, among other things, implement the Air Quality Compliance 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 similar regulatory initiatives or actions.
	•		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.
	•		Ultimate resolution of Met-Ed’s and Penelec’s TSC 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 and energy efficiency mandates.
	•		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 the registrants’ nuclear decommissioning trusts, pension trusts and other trust funds, and cause FirstEnergy to make additional contributions sooner, or in amounts that are 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 the registrants’ access to financing or their costs and increase requirements to post additional collateral to support outstanding commodity positions, LOCs and other financial guarantees.
	•		The state of the national and regional economies and associated impacts on the registrants’ major industrial and commercial customers.
	•		Issues concerning the soundness of financial institutions and counterparties with which the registrants do business.
	•		The expected timing and likelihood of completion of the proposed merger with Allegheny Energy, Inc., including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the merger, the diversion of management’s time and attention from FirstEnergy’s ongoing business during this time period, the ability to maintain relationships with customers, employees or suppliers as well as the ability to successfully integrate the businesses and realize cost savings and any other synergies and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect.
	•		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 the registrants’ 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. A security rating is not a recommendation to buy, sell or hold securities that may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. 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.

TABLE OF CONTENTS

		Page
Glossary of Terms		iii-v
Item 1. Financial Statements
FirstEnergy Corp.
Consolidated Statements of Income			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Cash Flows			4
FirstEnergy Solutions Corp.
Consolidated Statements of Income and Comprehensive Income			5
Consolidated Balance Sheets			6
Consolidated Statements of Cash Flows			7
Ohio Edison Company
Consolidated Statements of Income and Comprehensive Income (Loss)			8
Consolidated Balance Sheets			9
Consolidated Statements of Cash Flows			10
The Cleveland Electric Illuminating Company
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)			11
Consolidated Balance Sheets			12
Consolidated Statements of Cash Flows			13
The Toledo Edison Company
Consolidated Statements of Income and Comprehensive Income (Loss)			14
Consolidated Balance Sheets			15
Consolidated Statements of Cash Flows			16
Jersey Central Power & Light Company
Consolidated Statements of Income and Comprehensive Income			17
Consolidated Balance Sheets			18
Consolidated Statements of Cash Flows			19
Metropolitan Edison Company
Consolidated Statements of Income and Comprehensive Income (Loss)			20
Consolidated Balance Sheets			21
Consolidated Statements of Cash Flows			22
Pennsylvania Electric Company
Consolidated Statements of Income and Comprehensive Income (Loss)			23
Consolidated Balance Sheets			24
Consolidated Statements of Cash Flows			25
Exhibit 12
Exhibit 31.1
Exhibit 31.2
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

TABLE OF CONTENTS (Cont’d)

		Page
Combined Notes To Consolidated Financial Statements			26
Item 2. Management’s Discussion and Analysis of Registrant and Subsidiaries			65
Management’s Narrative Analysis of Results of Operations
FirstEnergy Solutions Corp.			103
Ohio Edison Company			106
The Cleveland Electric Illuminating Company			108
The Toledo Edison Company			110
Jersey Central Power & Light Company			112
Metropolitan Edison Company			114
Pennsylvania Electric Company			116
Item 3. Quantitative and Qualitative Disclosures About Market Risk			118
Item 4. Controls and Procedures — FirstEnergy			118
Item 4T. Controls and Procedures — FES, OE, CEI, TE, JCP&L, Met-Ed and Penelec			118
Part II. Other Information
Item 1. Legal Proceedings			119
Item 1A. Risk Factors			119
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			119
Item 5. Other Information			119
Item 6. Exhibits			120

GLOSSARY OF TERMS

The following abbreviations and acronyms are used in this report to identify FirstEnergy Corp. and its current and former subsidiaries:

ATSI		American Transmission Systems, Incorporated, owns and operates transmission facilities
CEI		The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
FENOC		FirstEnergy Nuclear Operating Company, operates nuclear generating facilities
FES		FirstEnergy Solutions Corp., provides energy-related products and services
FESC		FirstEnergy Service Company, provides legal, financial and other corporate support services
FEV		FirstEnergy Ventures Corp., invests in certain unregulated enterprises and business ventures
FGCO		FirstEnergy Generation Corp., owns and operates non-nuclear generating facilities
FirstEnergy		FirstEnergy Corp., a public utility holding company
GPU		GPU, Inc., former parent of JCP&L, Met-Ed and Penelec, which merged with FirstEnergy on November 7, 2001
JCP&L		Jersey Central Power & Light Company, a New Jersey electric utility operating subsidiary
Met-Ed		Metropolitan Edison Company, a Pennsylvania electric utility operating subsidiary
NGC		FirstEnergy Nuclear Generation Corp., owns nuclear generating facilities
OE		Ohio Edison Company, an Ohio electric utility operating subsidiary
Ohio Companies		CEI, OE and TE
Penelec		Pennsylvania Electric Company, a Pennsylvania electric utility operating subsidiary
Penn		Pennsylvania Power Company, a Pennsylvania electric utility operating subsidiary of OE
Pennsylvania Companies		Met-Ed, Penelec and Penn
PNBV		PNBV Capital Trust, a special purpose entity created by OE in 1996
Shippingport		Shippingport Capital Trust, a special purpose entity created by CEI and TE in 1997
Signal Peak		A joint venture between FirstEnergy Ventures Corp. and Boich Companies, that owns mining and coal transportation operations near Roundup, Montana
TE		The Toledo Edison Company, an Ohio electric utility operating subsidiary
Utilities		OE, CEI, TE, Penn, JCP&L, Met-Ed and Penelec

The following abbreviations and acronyms are used to identify frequently used terms in this report:

AEP		American Electric Power Company, Inc.
ALJ		Administrative Law Judge
AOCL		Accumulated Other Comprehensive Loss
AQC		Air Quality Control
ARO		Asset Retirement Obligation
BGS CAA		Basic Generation Service Clean Air Act
CAIR		Clean Air Interstate Rule
CAMR		Clean Air Mercury Rule
CBP		Competitive Bid Process
CO2		Carbon Dioxide
CTC		Competitive Transition Charge
DOE		United States Department of Energy
DOJ		United States Department of Justice
DPA		Department of the Public Advocate, Division of Rate Counsel (New Jersey)
EDCP		Executive Deferred Compensation Plan
EE&C		Energy Efficiency and Conservation
EMAAC		Eastern Mid-Atlantic Area Council
EMP		Energy Master Plan
EPA		United States Environmental Protection Agency
EPRI		Electric Power Research Institute

GLOSSARY OF TERMS, Cont’d.

ESP		Electric Security Plan
FASB		Financial Accounting Standards Board
FERC		Federal Energy Regulatory Commission
FMB		First Mortgage Bond
FPA		Federal Power Act
FRR		Fixed Resource Requirement
GAAP		Generally Accepted Accounting Principles in the United States
GHG		Greenhouse Gases
IRS		Internal Revenue Service
JOA		Joint Operating Agreement
kV		Kilovolt
KWH		Kilowatt-hours
LED		Light-Emitting Diode
LOC		Letter of Credit
MAAC		Mid-Atlantic Area Council
MACT		Maximum Achievable Control Technology
MDPSC		Maryland Public Service Commission
MISO		Midwest Independent Transmission System Operator, Inc.
Moody’s		Moody’s Investors Service, Inc.
MRO		Market Rate Offer
MW		Megawatts
MWH		Megawatt-hours
NAAQS		National Ambient Air Quality Standards
NERC		North American Electric Reliability Corporation
NJBPU		New Jersey Board of Public Utilities
NNSR		Non-Attainment New Source Review
NOAC		Northwest Ohio Aggregation Coalition
NOPEC		Northeast Ohio Public Energy Council
NOV		Notice of Violation
NOX		Nitrogen Oxide
NRC		Nuclear Regulatory Commission
NSR		New Source Review
NUG		Non-Utility Generation
NUGC		Non-Utility Generation Charge
OCI		Other Comprehensive Income
OPEB		Other Post-Employment Benefits
OVEC		Ohio Valley Electric Corporation
PCRB		Pollution Control Revenue Bond
PJM		PJM Interconnection L. L. C.
POLR		Provider of Last Resort; an electric utility’s obligation to provide generation service to customers whose alternative supplier fails to deliver service
PPUC		Pennsylvania Public Utility Commission
PSCWV		Public Service Commission of West Virginia
PSA		Power Supply Agreement
PSD		Prevention of Significant Deterioration
PPUC		Pennsylvania Public Utility Commission
PUCO		Public Utilities Commission of Ohio
RCP		Rate Certainty Plan
RECs		Renewable Energy Credits
RFP		Request for Proposal
RPM		Reliability Pricing Model
RTEP		Regional Transmission Expansion Plan
RTC		Regulatory Transition Charge
RTO		Regional Transmission Organization
S&P		Standard & Poor’s Ratings Service
SB221		Amended Substitute Senate Bill 221
SBC		Societal Benefits Charge

GLOSSARY OF TERMS, Cont’d.

SEC		U.S. Securities and Exchange Commission
SIP		State Implementation Plan(s) Under the Clean Air Act
SNCR		Selective Non-Catalytic Reduction
SO2		Sulfur Dioxide
TBC		Transition Bond Charge
TMI-2		Three Mile Island Unit 2
TSC		Transmission Service Charge
VIE		Variable Interest Entity
VSCC		Virginia State Corporation Commission
VIE		Variable Interest Entity

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

		Three Months								Six Months
		Ended June 30								Ended June 30
		2010				2009				2010				2009
		(In millions, except per share amounts)
REVENUES:
Electric utilities		$	2,373			$	2,791			$	4,916			$	5,811
Unregulated businesses			755				480				1,511				794
Total revenues*			3,128				3,271				6,427				6,605
EXPENSES:
Fuel			350				276				684				588
Purchased power			1,052				1,024				2,290				2,167
Other operating expenses			673				612				1,374				1,439
Provision for depreciation			190				185				383				362
Amortization of regulatory assets			161				233				373				642
Deferral of new regulatory assets			—				(45	)			—				(136	)
General taxes			176				184				381				395
Total expenses			2,602				2,469				5,485				5,457
OPERATING INCOME			526				802				942				1,148
OTHER INCOME (EXPENSE):
Investment income			31				27				47				16
Interest expense			(207	)			(206	)			(420	)			(400	)
Capitalized interest			40				33				81				61
Total other expense			(136	)			(146	)			(292	)			(323	)
INCOME BEFORE INCOME TAXES			390				656				650				825
INCOME TAXES			134				248				245				302
NET INCOME			256				408				405				523
Noncontrolling interest loss			(9	)			(6	)			(15	)			(10	)
EARNINGS AVAILABLE TO FIRSTENERGY CORP.		$	265			$	414			$	420			$	533
BASIC EARNINGS PER SHARE OF COMMON STOCK		$	0.87			$	1.36			$	1.38			$	1.75
WEIGHTED AVERAGE NUMBER OF BASIC SHARES OUTSTANDING			304				304				304				304
DILUTED EARNINGS PER SHARE OF COMMON STOCK		$	0.87			$	1.36			$	1.37			$	1.75
WEIGHTED AVERAGE NUMBER OF DILUTED SHARES OUTSTANDING			305				305				305				306
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK		$	—			$	—			$	0.55			$	0.55

The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

		Three Months								Six Months
		Ended June 30								Ended June 30
		2010				2009				2010				2009
		(In millions)
NET INCOME		$	256			$	408			$	405			$	523
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits			17				469				30				504
Unrealized gain on derivative hedges			6				23				10				38
Change in unrealized gain on available-for-sale securities			6				37				12				32
Other comprehensive income			29				529				52				574
Income tax expense related to other comprehensive income			9				227				16				242
Other comprehensive income, net of tax			20				302				36				332
COMPREHENSIVE INCOME			276				710				441				855
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST			(9	)			(6	)			(15	)			(10	)
COMPREHENSIVE INCOME AVAILABLE TO FIRSTENERGY CORP.		$	285			$	716			$	456			$	865

The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,				December 31,
		2010				2009
		(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	281			$	874
Receivables-
Customers (less allowances of $33 million in 2010 and 2009)			1,409				1,244
Other (less allowances of $7 million in 2010 and 2009)			146				153
Materials and supplies, at average cost			675				647
Prepaid taxes			397				248
Other			206				154
			3,114				3,320
PROPERTY, PLANT AND EQUIPMENT:
In service			28,274				27,826
Less — Accumulated provision for depreciation			11,724				11,397
			16,550				16,429
Construction work in progress			3,000				2,735
			19,550				19,164
INVESTMENTS:
Nuclear plant decommissioning trusts			1,880				1,859
Investments in lease obligation bonds			486				543
Other			589				621
			2,955				3,023
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill			5,575				5,575
Regulatory assets			2,313				2,356
Power purchase contract asset			134				200
Other			825				666
			8,847				8,797
		$	34,466			$	34,304
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt		$	1,571			$	1,834
Short-term borrowings			1,463				1,181
Accounts payable			848				829
Accrued taxes			256				314
Other			907				1,130
			5,045				5,288
CAPITALIZATION:
Common stockholders’ equity-
Common stock, $0.10 par value, authorized 375,000,000 shares- 304,835,407 shares outstanding			31				31
Other paid-in capital			5,440				5,448
Accumulated other comprehensive loss			(1,379	)			(1,415	)
Retained earnings			4,747				4,495
Total common stockholders’ equity			8,839				8,559
Noncontrolling interest			(20	)			(2	)
Total equity			8,819				8,557
Long-term debt and other long-term obligations			11,861				11,908
			20,680				20,465
NONCURRENT LIABILITIES:
Accumulated deferred income taxes			2,710				2,468
Retirement benefits			1,531				1,534
Asset retirement obligations			1,372				1,425
Deferred gain on sale and leaseback transaction			976				993
Power purchase contract liability			691				643
Lease market valuation liability			239				262
Other			1,222				1,226
			8,741				8,551
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 8)
		$	34,466			$	34,304

The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months Ended
		June 30
		2010				2009
		(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	405			$	523
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation			383				362
Amortization of regulatory assets			373				642
Deferral of new regulatory assets			—				(136	)
Nuclear fuel and lease amortization			76				52
Deferred purchased power and other costs			(146	)			(135	)
Deferred income taxes and investment tax credits, net			159				69
Investment impairment			19				39
Deferred rents and lease market valuation liability			(62	)			(59	)
Stock-based compensation			(6	)			(2	)
Accrued compensation and retirement benefits			(27	)			(93	)
Interest rate swap transactions			43				—
Commodity derivative transactions, net			(29	)			18
Cash collateral received (paid), net			(63	)			48
Decrease (increase) in operating assets-
Receivables			(156	)			32
Materials and supplies			(17	)			6
Prepayments and other current assets			(81	)			(179	)
Increase (decrease) in operating liabilities-
Accounts payable			18				(11	)
Accrued taxes			(58	)			(101	)
Other			27				27
Net cash provided from operating activities			858				1,102
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt			—				1,679
Short-term borrowings, net			281				—
Redemptions and Repayments-
Long-term debt			(407	)			(881	)
Common stock dividend payments			(335	)			(335	)
Other			(23	)			(37	)
Net cash provided from (used for) financing activities			(484	)			426
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions			(997	)			(1,143	)
Proceeds from asset sales			116				19
Sales of investment securities held in trusts			1,915				1,001
Purchases of investment securities held in trusts			(1,934	)			(1,041	)
Customer acquisition costs			(105	)			—
Cash investments			59				40
Other			(21	)			(49	)
Net cash used for investing activities			(967	)			(1,173	)
Net change in cash and cash equivalents			(593	)			355
Cash and cash equivalents at beginning of period			874				545
Cash and cash equivalents at end of period		$	281			$	900

The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY SOLUTIONS CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

		Three Months Ended								Six Months Ended
		June 30								June 30
		2010				2009				2010				2009
		(In thousands)
REVENUES:
Electric sales to affiliates		$	538,545			$	839,751			$	1,145,847			$	1,732,441
Electric sales to non-affiliates			728,803				205,379				1,397,488				485,125
Other			47,326				296,022				159,432				349,692
Total revenues			1,314,674				1,341,152				2,702,767				2,567,258
EXPENSES:
Fuel			342,411				270,309				670,632				576,467
Purchased power from affiliates			68,898				51,249				129,851				114,456
Purchased power from non-affiliates			298,820				185,613				749,035				345,955
Other operating expenses			303,895				278,264				608,406				585,620
Provision for depreciation			63,319				65,548				126,237				126,921
General taxes			22,272				21,285				49,018				44,661
Total expenses			1,099,615				872,268				2,333,179				1,794,080
OPERATING INCOME			215,059				468,884				369,588				773,178
OTHER INCOME (EXPENSE):
Investment income (loss)			13,366				5,643				14,083				(23,231	)
Miscellaneous income			4,393				7,622				5,703				10,133
Interest expense to affiliates			(2,560	)			(3,315	)			(4,865	)			(6,294	)
Interest expense — other			(51,372	)			(26,271	)			(101,016	)			(48,798	)
Capitalized interest			23,905				14,028				43,595				24,106
Total other expense			(12,268	)			(2,293	)			(42,500	)			(44,084	)
INCOME BEFORE INCOME TAXES			202,791				466,591				327,088				729,094
INCOME TAXES			68,866				169,189				113,237				261,011
NET INCOME			133,925				297,402				213,851				468,083
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits			885				72,121				(8,949	)			74,689
Unrealized gain on derivative hedges			3,017				15,041				4,291				26,057
Change in unrealized gain on available-for-sale securities			6,060				39,504				11,088				38,027
Other comprehensive income			9,962				126,666				6,430				138,773
Income tax expense related to other comprehensive income			3,544				50,625				2,204				55,334
Other comprehensive income, net of tax			6,418				76,041				4,226				83,439
TOTAL COMPREHENSIVE INCOME		$	140,343			$	373,443			$	218,077			$	551,522

The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY SOLUTIONS CORP.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,				December 31,
		2010				2009
		(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	11			$	12
Receivables-
Customers (less accumulated provisions of $14,523,000 and $12,041,000, respectively, for uncollectible accounts)			315,178				195,107
Associated companies			354,127				318,561
Other (less accumulated provisions of $6,702,000 for uncollectible accounts)			36,392				51,872
Notes receivable from associated companies			173,931				805,103
Materials and supplies, at average cost			578,521				539,541
Prepayments and other			172,514				107,782
			1,630,674				2,017,978
PROPERTY, PLANT AND EQUIPMENT:
In service			10,500,405				10,357,632
Less — Accumulated provision for depreciation			4,695,180				4,531,158
			5,805,225				5,826,474
Construction work in progress			2,622,865				2,423,446
			8,428,090				8,249,920
INVESTMENTS:
Nuclear plant decommissioning trusts			1,107,594				1,088,641
Other			7,965				22,466
			1,115,559				1,111,107
DEFERRED CHARGES AND OTHER ASSETS:
Accumulated deferred income tax benefits			—				86,626
Customer intangibles			118,219				16,566
Goodwill			24,248				24,248
Property taxes			50,125				50,125
Unamortized sales and leaseback costs			77,646				72,553
Other			128,315				121,665
			398,553				371,783
		$	11,572,876			$	11,750,788
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt		$	1,381,783			$	1,550,927
Short-term borrowings-
Associated companies			85,128				9,237
Other			100,000				100,000
Accounts payable-
Associated companies			412,507				466,078
Other			236,720				245,363
Accrued taxes			109,082				83,158
Other			369,086				359,057
			2,694,306				2,813,820
CAPITALIZATION:
Common stockholders’ equity-
Common stock, without par value, authorized 750 shares, 7 shares outstanding			1,467,158				1,468,423
Accumulated other comprehensive loss			(98,775	)			(103,001	)
Retained earnings			2,363,000				2,149,149
Total common stockholders’ equity			3,731,383				3,514,571
Long-term debt and other long-term obligations			2,585,918				2,711,652
			6,317,301				6,226,223
NONCURRENT LIABILITIES:
Deferred gain on sale and leaseback transaction			976,012				992,869
Accumulated deferred investment tax credits			56,310				58,396
Asset retirement obligations			863,409				921,448
Retirement benefits			223,853				204,035
Property taxes			50,125				50,125
Lease market valuation liability			239,447				262,200
Other			152,113				221,672
			2,561,269				2,710,745
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 8)
		$	11,572,876			$	11,750,788

The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY SOLUTIONS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months Ended
		June 30
		2010				2009
		(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	213,851			$	468,083
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation			126,237				126,921
Nuclear fuel and lease amortization			78,324				53,265
Deferred rents and lease market valuation liability			(59,254	)			(55,493	)
Deferred income taxes and investment tax credits, net			113,978				63,309
Investment impairment			19,093				36,154
Accrued compensation and retirement benefits			7,132				(10,594	)
Commodity derivative transactions, net			(29,308	)			17,688
Gain on asset sales			(1,021	)			(9,635	)
Cash collateral, net			(38,211	)			40,471
Decrease (increase) in operating assets-
Receivables			(192,792	)			179,373
Materials and supplies			(28,470	)			16,609
Prepayments and other current assets			24,518				7,555
Increase (decrease) in operating liabilities-
Accounts payable			(31,610	)			(102,907	)
Accrued taxes			(8,462	)			(14,333	)
Accrued interest			(457	)			1,871
Other			24,907				(6,121	)
Net cash provided from operating activities			218,455				812,216
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt			—				681,675
Short-term borrowings, net			75,891				145,009
Redemptions and Repayments-
Long-term debt			(295,037	)			(622,853	)
Other			(686	)			—
Net cash provided from (used for) financing activities			(219,832	)			203,831
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions			(566,187	)			(634,967	)
Proceeds from asset sales			115,657				15,771
Sales of investment securities held in trusts			956,813				537,078
Purchases of investment securities held in trusts			(978,785	)			(550,730	)
Loans from (to) associated companies, net			631,172				(241,170	)
Customer acquisition costs			(104,795	)			—
Leasehold improvement payments to associated companies			(51,204	)			—
Other			(1,295	)			(22,034	)
Net cash provided from (used for) investing activities			1,376				(896,052	)
Net change in cash and cash equivalents			(1	)			119,995
Cash and cash equivalents at beginning of period			12				39
Cash and cash equivalents at end of period		$	11			$	120,034