UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

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. (An Ohio Corporation) 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		34-1843785
000-53742		FIRSTENERGY SOLUTIONS CORP. (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		31-1560186
1-2578		OHIO EDISON COMPANY (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		34-0437786
1-2323		THE CLEVELAND ELECTRIC ILLUMINATING COMPANY (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		34-0150020
1-3583		THE TOLEDO EDISON COMPANY (An Ohio Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		34-4375005
1-3141		JERSEY CENTRAL POWER & LIGHT COMPANY (A New Jersey Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		21-0485010
1-446		METROPOLITAN EDISON COMPANY (A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		23-0870160
1-3522		PENNSYLVANIA ELECTRIC COMPANY (A Pennsylvania Corporation) c/o FirstEnergy Corp. 76 South Main Street Akron, OH 44308 Telephone (800)736-3402		25-0718085

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 April 29, 2011
FirstEnergy Corp., $.10 par value			418,216,437
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			740,905
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 FirstEnergy’s Internet web site and recognize FirstEnergy’s Internet web site as 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 Internet 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.

•

The impact of the regulatory process on the pending matters in the various states in which we do business including, but not limited to, matters related to rates.

•

The status of the PATH project in light of PJM’s direction to suspend work on the project pending review of its planning process, its re-evaluation of the need for the project and the uncertainty of the timing and amounts of any related capital expenditures.

•

Business and regulatory impacts from ATSI’s realignment into PJM Interconnection, L.L.C.

•

Economic or weather conditions affecting future sales and margins.

•

Changes in markets for energy services.

•

Changing energy and commodity market prices and availability.

•

Financial derivative reforms that could increase our liquidity needs and collateral costs.

•

Replacement power costs being higher than anticipated or inadequately hedged.

•

The continued ability of FirstEnergy’s regulated utilities to collect transition and other costs.

•

Operation and maintenance costs being higher than anticipated.

•

Other legislative and regulatory changes, and revised environmental requirements, including possible GHG emission, water intake and coal combustion residual regulations, the potential impacts of any laws, rules or regulations that ultimately replace CAIR and the effects of the EPA’s recently released MACT proposal to establish certain mercury and other emission standards for electric generating units.

•

The uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any NSR litigation or potential regulatory initiatives or rulemakings (including that such expenditures could result in our decision to shut down or idle certain generating units).

•

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 as a result of the incident at Japan’s Fukushima Daiichi Nuclear Plant.

•

Adverse legal decisions and outcomes related to Met-Ed’s and Penelec’s transmission service charge appeal at the Commonwealth Court of Pennsylvania.

•

The continuing availability of generating units and changes in their ability to operate at or near full capacity.

•

The ability to comply with applicable state and federal reliability standards and energy efficiency mandates.

•

Changes in customers’ demand for power, including but not limited to, changes resulting from the implementation of state and federal energy efficiency mandates.

•

The ability to accomplish or realize anticipated benefits from strategic goals.

•

Efforts and our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of coal and coal transportation on such margins.

•

The ability 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, the cost of such capital and overall condition of the capital and credit markets affecting the registrants and other FirstEnergy subsidiaries.

•

Changes in general economic conditions affecting the registrants and other FirstEnergy subsidiaries.

•

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 continuing uncertainty of the national and regional economy and its impact on the registrants’ major industrial and commercial customers and those of other FirstEnergy subsidiaries.

•

Issues concerning the soundness of financial institutions and counterparties with which the registrants and FirstEnergy’s other subsidiaries do business.

•

Issues arising from the recently completed merger of FirstEnergy and Allegheny Energy, Inc. and the ongoing coordination of their combined operations including FirstEnergy’s 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.

Dividends declared from time to time on FirstEnergy’s common stock during any annual period may in aggregate vary from the indicated amount due to circumstances considered by FirstEnergy’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy, or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

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. 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
Part I. Financial Information
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			8
Consolidated Balance Sheets			9
Consolidated Statements of Cash Flows			10
The Cleveland Electric Illuminating Company
Consolidated Statements of Income (Loss) and Comprehensive Income			11
Consolidated Balance Sheets			12
Consolidated Statements of Cash Flows			13
The Toledo Edison Company
Consolidated Statements of Income and Comprehensive Income			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			20
Consolidated Balance Sheets			21
Consolidated Statements of Cash Flows			22
Pennsylvania Electric Company
Consolidated Statements of Income and Comprehensive Income			23
Consolidated Balance Sheets			24
Consolidated Statements of Cash Flows			25

TABLE OF CONTENTS (Cont’d)

		Page
Combined Notes To Consolidated Financial Statements			26
Item 2. Management’s Discussion and Analysis of Registrant and Subsidiaries			78
Management’s Narrative Analysis of Results of Operations
FirstEnergy Solutions Corp.			117
Ohio Edison Company			120
The Cleveland Electric Illuminating Company			122
The Toledo Edison Company			124
Jersey Central Power & Light Company			126
Metropolitan Edison Company			128
Pennsylvania Electric Company			130
Item 3. Quantitative and Qualitative Disclosures About Market Risk			132
Item 4. Controls and Procedures — FirstEnergy			132
Part II. Other Information
Item 1. Legal Proceedings			133
Item 1A. Risk Factors			133
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			134
Item 5. Other Information			135
Item 6. Exhibits			136
Exhibit 10.1
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10
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

GLOSSARY OF TERMS

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

AE		Allegheny Energy, Inc., a Maryland utility holding company that merged with a subsidiary of FirstEnergy on February 25, 2011
AESC		Allegheny Energy Service Corporation, a subsidiary of AE
AE Supply		Allegheny Energy Supply Company LLC, an unregulated generation subsidiary of AE
AGC		Allegheny Generating Company, a generation subsidiary of AE
Allegheny		Allegheny Energy, Inc., together with its consolidated subsidiaries
AVE		Allegheny Ventures, Inc.
ATSI		American Transmission Systems, Incorporated, which owns and operates transmission facilities
CEI		The Cleveland Electric Illuminating Company, an Ohio electric utility operating subsidiary
FENOC		FirstEnergy Nuclear Operating Company, which operates nuclear generating facilities
FES		FirstEnergy Solutions Corp., which provides energy-related products and services
FESC		FirstEnergy Service Company, which provides legal, financial and other corporate support services
FEV		FirstEnergy Ventures Corp., which invests in certain unregulated enterprises and business ventures
FGCO		FirstEnergy Generation Corp., which owns and operates non-nuclear generating facilities
FirstEnergy		FirstEnergy Corp., a public utility holding company
Global Rail		A joint venture between FEV and WMB Loan Ventures II LLC, that owns coal transportation operations near Roundup, Montana
GPU		GPU, Inc., former parent of JCP&L, Met-Ed and Penelec, that 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
MP		Monongahela Power Company, a West Virginia electric utility operating subsidiary of AE
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
PATH		Potomac-Appalachian Transmission Highline LLC, a joint venture between Allegheny and a subsidiary of American Electric Power Company, Inc.
PATH-VA		PATH Allegheny Virginia Transmission Corporation
PE		The Potomac Edison Company, a Maryland electric operating subsidiary of AE
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, Penn and WP
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 FEV and WMB Loan Ventures LLC, that owns mining operations near Roundup, Montana
TE		The Toledo Edison Company, an Ohio electric utility operating subsidiary
TrAIL		Trans-Allegheny Interstate Line Company
Utilities		OE, CEI, TE, Penn, JCP&L, Met-Ed, Penelec, MP, PE and WP
Utility Registrants		OE, CEI, TE, JCP&L, Met-Ed and Penelec
WP		West Penn Power Company, a Pennsylvania electric utility operating subsidiary of AE

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

ALJ		Administrative Law Judge
AOCL		Accumulated Other Comprehensive Loss
AEP		American Electric Power
AQC		Air Quality Control
ARO		Asset Retirement Obligation
BGS		Basic Generation Service
CAA		Clean Air Act
CAIR		Clean Air Interstate Rule
CAMR		Clean Air Mercury Rule
CATR		Clean Air Transport Rule
CBP		Competitive Bid Process
CDWR		California Department of Water Resources
CO2		Carbon Dioxide
CTC		Competitive Transition Charge

GLOSSARY OF TERMS, Cont’d.

DCPD		Deferred Compensation Plan for Outside Directors
DOE		United States Department of Energy
DOJ		United States Department of Justice
DPA		Department of the Public Advocate, Division of Rate Counsel (New Jersey)
DSP		Default Service Plan
EDCP		Executive Deferred Compensation Plan
EE&C		Energy Efficiency and Conservation
EIS		Energy Insurance Services, Inc.
EMP		Energy Master Plan
ENEC		Expanded Net Energy Cost
EPA		United States Environmental Protection Agency
ESOP		Employee Stock Ownership Plan
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
FTRs		Financial Transmission Rights
GAAP		Generally Accepted Accounting Principles in the United States
RGGI		Regional Greenhouse Gas Initiative
GHG		Greenhouse Gases
IRS		Internal Revenue Service
JOA		Joint Operating Agreement
kV		Kilovolt
KWH		Kilowatt-hours
LED		Light-Emitting Diode
LOC		Letter of Credit
LTIP		Long-Term Incentive Plan
MACT		Maximum Achievable Control Technology
MDPSC		Maryland Public Service Commission
MEIUG		Met-Ed Industrial Users Group
MISO		Midwest Independent Transmission System Operator, Inc.
Moody’s		Moody’s Investors Service, Inc.
MRO		Market Rate Offer
MSHA		Mine Safety and Health Administration
MTEP		MISO Regional Transmission Expansion Plan
MW		Megawatts
MWH		Megawatt-hours
NAAQS		National Ambient Air Quality Standards
NDT		Nuclear Decommissioning Trusts
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
NYSEG		New York State Electric and Gas
OCC		Ohio Consumers’ Counsel
OCI		Other Comprehensive Income
OPEB		Other Post-Employment Benefits
OVEC		Ohio Valley Electric Corporation
PADEP		Pennsylvania Department of Environmental Protection
PCRB		Pollution Control Revenue Bond
PICA		Pennsylvania Intergovernmental Cooperation Authority
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

GLOSSARY OF TERMS, Cont’d.

PSCWV		Public Service Commission of West Virginia
PSA		Power Supply Agreement
PSD		Prevention of Significant Deterioration
PUCO		Public Utilities Commission of Ohio
PURPA		Public Utility Regulatory Policies Act of 1978
RECs		Renewable Energy Credits
RFP		Request for Proposal
RGGI		Regional Greenhouse Gas Initiative
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
SEC		U.S. Securities and Exchange Commission
SIP		State Implementation Plan(s) Under the Clean Air Act
SMIP		Smart Meter Implementation Plan
SNCR		Selective Non-Catalytic Reduction
SO2		Sulfur Dioxide
SOS		Standard Offer Service
TBC		Transition Bond Charge
TDS		Total Dissolved Solid
TMDL		Total Maximum Daily Load
TMI-2		Three Mile Island Unit 2
TSC		Transmission Service Charge
VIE		Variable Interest Entity
VSCC		Virginia State Corporation Commission
WVDEP		West Virginia Department of Environmental Protection
WVPSC		Public Service Commission of West Virginia

FIRSTENERGY CORP.

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

		Three Months Ended
		March 31
In millions, except per share amounts		2011				2010
REVENUES:
Electric utilities		$	2,332			$	2,543
Unregulated businesses			1,244				756
Total revenues*			3,576				3,299
EXPENSES:
Fuel			453				334
Purchased power			1,186				1,238
Other operating expenses			1,033				701
Provision for depreciation			220				193
Amortization of regulatory assets			132				212
General taxes			237				205
Total expenses			3,261				2,883
OPERATING INCOME			315				416
OTHER INCOME (EXPENSE):
Investment income			21				16
Interest expense			(231	)			(213	)
Capitalized interest			18				41
Total other expense			(192	)			(156	)
INCOME BEFORE INCOME TAXES			123				260
INCOME TAXES			78				111
NET INCOME			45				149
Loss attributable to noncontrolling interest			(5	)			(6	)
EARNINGS AVAILABLE TO FIRSTENERGY CORP.		$	50			$	155
BASIC EARNINGS PER SHARE OF COMMON STOCK		$	0.15			$	0.51
WEIGHTED AVERAGE NUMBER OF BASIC SHARES OUTSTANDING			342				304
DILUTED EARNINGS PER SHARE OF COMMON STOCK		$	0.15			$	0.51
WEIGHTED AVERAGE NUMBER OF DILUTED SHARES OUTSTANDING			343				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 Ended
		March 31
(In millions)		2011				2010
NET INCOME		$	45			$	149
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits			19				13
Unrealized gain (loss) on derivative hedges			(6	)			4
Change in unrealized gain on available-for-sale securities			9				6
Other comprehensive income			22				23
Income tax expense related to other comprehensive income			1				7
Other comprehensive income, net of tax			21				16
COMPREHENSIVE INCOME			66				165
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST			(5	)			(6	)
COMPREHENSIVE INCOME AVAILABLE TO FIRSTENERGY CORP.		$	71			$	171

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

FIRSTENERGY CORP.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

		March 31,				December 31,
(In millions)		2011				2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,101			$	1,019
Receivables-
Customers, net of allowance for uncollectible accounts of $38 in 2011 and $36 in 2010			1,636				1,392
Other, net of allowance for uncollectible accounts of $10 in 2011 and $8 in 2010			229				176
Materials and supplies			852				638
Prepaid taxes			241				199
Derivatives			377				182
Other			210				92
			4,646				3,698
PROPERTY, PLANT AND EQUIPMENT:
In service			38,168				29,451
Less — Accumulated provision for depreciation			11,345				11,180
			26,823				18,271
Construction work in progress			2,322				1,517
Property, plant and equipment held for sale, net			490				—
			29,635				19,788
INVESTMENTS:
Nuclear plant decommissioning trusts			2,018				1,973
Investments in lease obligation bonds			422				476
Nuclear fuel disposal trust			207				208
Other			434				345
			3,081				3,002
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill			6,527				5,575
Regulatory assets			2,084				1,826
Intangible assets			1,075				256
Other			818				660
			10,504				8,317
		$	47,866			$	34,805
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt		$	1,385			$	1,486
Short-term borrowings			486				700
Accounts payable			1,080				872
Accrued taxes			412				326
Accrued compensation and benefits			312				315
Derivatives			425				266
Other			1,062				733
			5,162				4,698
CAPITALIZATION:
Common stockholders’ equity-
Common stock, $0.10 par value, authorized 490,000,000 shares- 418,216,437 shares outstanding			42				31
Other paid-in capital			9,779				5,444
Accumulated other comprehensive loss			(1,518	)			(1,539	)
Retained earnings			4,426				4,609
Total common stockholders’ equity			12,729				8,545
Noncontrolling interest			(40	)			(32	)
Total equity			12,689				8,513
Long-term debt and other long-term obligations			17,535				12,579
			30,224				21,092
NONCURRENT LIABILITIES:
Accumulated deferred income taxes			4,832				2,879
Retirement benefits			2,313				1,868
Asset retirement obligations			1,443				1,407
Deferred gain on sale and leaseback transaction			951				959
Power purchase contract liability			606				466
Other			2,335				1,436
			12,480				9,015
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 9)
		$	47,866			$	34,805

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)

		Three Months Ended
		March 31
(In millions)		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	45			$	149
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation			220				193
Amortization of regulatory assets			132				212
Nuclear fuel and lease amortization			47				41
Deferred purchased power and other costs			(58	)			(77	)
Deferred income taxes and investment tax credits, net			171				59
Deferred rents and lease market valuation liability			(15	)			(17	)
Accrued compensation and retirement benefits			(13	)			(81	)
Commodity derivative transactions, net			(25	)			33
Pension trust contribution			(157	)			—
Asset impairments			31				12
Cash collateral paid			(28	)			(46	)
Decrease (increase) in operating assets-
Receivables			164				2
Materials and supplies			40				(42	)
Prepayments and other current assets			118				33
Increase (decrease) in operating liabilities-
Accounts payable			(90	)			(57	)
Accrued taxes			(182	)			7
Accrued interest			76				66
Other			15				19
Net cash provided from operating activities			491				506
CASH FLOWS FROM FINANCING ACTIVITIES:
New financing-
Long-term debt			217				—
Redemptions and repayments-
Long-term debt			(359	)			(109	)
Short-term borrowings, net			(214	)			(295	)
Common stock dividend payments			(190	)			(168	)
Other			(4	)			(22	)
Net cash used for financing activities			(550	)			(594	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions			(449	)			(508	)
Proceeds from asset sales			—				114
Sales of investment securities held in trusts			969				733
Purchases of investment securities held in trusts			(993	)			(755	)
Customer acquisition costs			(1	)			(101	)
Cash investments			47				49
Cash received in Allegheny merger			590				—
Other			(22	)			(8	)
Net cash provided from (used for) investing activities			141				(476	)
Net change in cash and cash equivalents			82				(564	)
Cash and cash equivalents at beginning of period			1,019				874
Cash and cash equivalents at end of period		$	1,101			$	310
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash transaction: merger with Allegheny, common stock issued		$	4,354			$	—

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
		March 31
(In thousands)		2011				2010
STATEMENTS OF INCOME
REVENUES:
Electric sales to non-affiliates		$	1,044,490			$	668,685
Electric sales to affiliates			260,874				607,302
Other			85,724				112,106
Total revenues			1,391,088				1,388,093
EXPENSES:
Fuel			343,109				328,221
Purchased power from affiliates			68,743				60,953
Purchased power from non-affiliates			296,938				450,216
Other operating expenses			495,935				304,510
Provision for depreciation			68,452				62,918
General taxes			29,105				26,746
Impairment of long-lived assets			13,800				1,833
Total expenses			1,316,082				1,235,397
OPERATING INCOME			75,006				152,696
OTHER INCOME (EXPENSE):
Investment income			5,861				717
Miscellaneous income			19,241				3,143
Interest expense — affiliates			(1,017	)			(2,305	)
Interest expense — other			(52,960	)			(49,644	)
Capitalized interest			9,919				19,690
Total other expense			(18,956	)			(28,399	)
INCOME BEFORE INCOME TAXES			56,050				124,297
INCOME TAXES			20,116				44,371
NET INCOME			35,934				79,926
Loss attributable to noncontrolling interest			(76	)			—
EARNINGS AVAILABLE TO PARENT		$	36,010			$	79,926
STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME		$	35,934			$	79,926
OTHER COMPREHENSIVE INCOME (LOSS):
Pension and other postretirement benefits			1,512				(9,834	)
Unrealized gain (loss) on derivative hedges			(8,879	)			1,274
Change in unrealized gain on available-for-sale securities			7,807				5,028
Other comprehensive income (loss)			440				(3,532	)
Income tax benefit related to other comprehensive income			(2,362	)			(1,340	)
Other comprehensive income (loss), net of tax			2,802				(2,192	)
COMPREHENSIVE INCOME			38,736				77,734
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST			(76	)			—
COMPREHENSIVE INCOME ATTRIBUTABLE TO PARENT		$	38,812			$	77,734

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

FIRSTENERGY SOLUTIONS CORP.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

		March 31,				December 31,
(In thousands)		2011				2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	6,839			$	9,281
Receivables-
Customers, net of allowance for uncollectible accounts of $18,636 in 2011 and $16,591 in 2010			388,951				365,758
Associated companies			533,280				477,565
Other, net of allowances for uncollectible accounts of $6,702 in 2011 and $6,765 in 2010			86,711				89,550
Notes receivable from associated companies			478,418				396,770
Materials and supplies, at average cost			488,997				545,342
Derivatives			328,156				181,660
Prepayments and other			50,938				60,171
			2,362,290				2,126,097
PROPERTY, PLANT AND EQUIPMENT:
In service			11,239,565				11,321,318
Less — Accumulated provision for depreciation			4,107,542				4,024,280
			7,132,023				7,297,038
Construction work in progress			756,305				1,062,744
Property, plant and equipment held for sale, net			476,602				—
			8,364,930				8,359,782
INVESTMENTS:
Nuclear plant decommissioning trusts			1,159,903				1,145,846
Other			9,744				11,704
			1,169,647				1,157,550
DEFERRED CHARGES AND OTHER ASSETS:
Customer intangibles			131,870				133,968
Goodwill			24,248				24,248
Property taxes			41,112				41,112
Unamortized sale and leaseback costs			90,803				73,386
Derivatives			211,223				97,603
Other			53,057				48,689
			552,313				419,006
		$	12,449,180			$	12,062,435
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt		$	986,863			$	1,132,135
Short-term borrowings-
Associated companies			360,543				11,561
Other			661				—
Accounts payable-
Associated companies			499,936				466,623
Other			189,144				241,191
Accrued taxes			66,493				70,129
Derivatives			380,744				266,411
Other			224,525				251,671
			2,708,909				2,439,721
CAPITALIZATION:
Common stockholders’ equity-
Common stock, without par value, authorized 750 shares- 7 shares outstanding			1,487,565				1,490,082
Accumulated other comprehensive loss			(117,612	)			(120,414	)
Retained earnings			2,454,587				2,418,577
Total common stockholders’ equity			3,824,540				3,788,245
Noncontrolling interest			16				(504	)
Total equity			3,824,556				3,787,741
Long-term debt and other long-term obligations			3,144,997				3,180,875
			6,969,553				6,968,616
NONCURRENT LIABILITIES:
Deferred gain on sale and leaseback transaction			950,726				959,154
Accumulated deferred income taxes			117,503				57,595
Accumulated deferred investment tax credits			53,181				54,224
Asset retirement obligations			866,643				892,051
Retirement benefits			289,285				285,160
Property taxes			41,112				41,112
Lease market valuation liability			205,366				216,695
Derivatives			168,409				81,393
Other			78,493				66,714
			2,770,718				2,654,098
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 9)
		$	12,449,180			$	12,062,435

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)

		Three Months Ended
		March 31
(In thousands)		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	35,934			$	79,926
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation			68,452				62,918
Nuclear fuel and lease amortization			46,653				42,118
Deferred rents and lease market valuation liability			(38,759	)			(40,869	)
Deferred income taxes and investment tax credits, net			61,268				37,773
Asset impairments			18,791				11,439
Commodity derivative transactions, net			(35,293	)			32,900
Cash collateral paid			(27,063	)			(21,411	)
Decrease (increase) in operating assets-
Receivables			(76,069	)			(158,288	)
Materials and supplies			60,633				(8,700	)
Prepayments and other current assets			8,728				13,516
Increase (decrease) in operating liabilities-
Accounts payable			(18,734	)			(41,057	)
Accrued taxes			(3,164	)			(16,300	)
Accrued interest			(11,845	)			(14,930	)
Other			4,093				12,069
Net cash provided from (used for) operating activities			93,625				(8,896	)
CASH FLOWS FROM FINANCING ACTIVITIES:
New financing-
Long-term debt			150,190				—
Short-term borrowings, net			349,643				—
Redemptions and repayments-
Long-term debt			(331,428	)			(1,278	)
Short-term borrowings, net			—				(9,237	)
Other			(1,017	)			(731	)
Net cash provided from (used for) financing activities			167,388				(11,246	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions			(159,006	)			(301,603	)
Proceeds from asset sales			—				114,272
Sales of investment securities held in trusts			215,620				272,094
Purchases of investment securities held in trusts			(230,912	)			(284,888	)
Loans from (to) associated companies, net			(81,647	)			321,680
Customer acquisition costs			(1,103	)			(100,615	)
Other			(6,407	)			(799	)
Net cash provided from (used for) investing activities			(263,455	)			20,141
Net change in cash and cash equivalents			(2,442	)			(1	)
Cash and cash equivalents at beginning of period			9,281				12
Cash and cash equivalents at end of period		$	6,839			$	11

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

OHIO EDISON COMPANY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

		Three Months Ended
		March 31
(In thousands)		2011				2010
STATEMENTS OF INCOME
REVENUES:
Electric sales		$	363,831			$	479,925
Excise and gross receipts tax collections			28,195				28,475
Total revenues			392,026				508,400
EXPENSES:
Purchased power from affiliates			93,262				153,677
Purchased power from non-affiliates			60,379				94,231
Other operating costs			101,462				88,855
Provision for depreciation			21,876				21,880
Amortization of regulatory assets, net			774				29,345
General taxes			49,426				47,492
Total expenses			327,179				435,480
OPERATING INCOME			64,847				72,920
OTHER INCOME (EXPENSE):
Investment income			4,308				5,244
Miscellaneous income (expense)			290				(292	)
Interest expense			(22,145	)			(22,310	)
Capitalized interest			331				208
Total other expense			(17,216	)			(17,150	)
INCOME BEFORE INCOME TAXES			47,631				55,770
INCOME TAXES			17,491				19,609
NET INCOME			30,140				36,161
Income attributable to noncontrolling interest			116				132
EARNINGS AVAILABLE TO PARENT		$	30,024			$	36,029
STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME		$	30,140			$	36,161
OTHER COMPREHENSIVE INCOME (LOSS):
Pension and other postretirement benefits			339				4,015
Change in unrealized gain on available-for-sale securities			(22	)			291
Other comprehensive income			317				4,306
Income tax expense (benefit) related to other comprehensive income			(1,496	)			693
Other comprehensive income, net of tax			1,813				3,613
COMPREHENSIVE INCOME			31,953				39,774
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST			116				132
COMPREHENSIVE INCOME AVAILABLE TO PARENT		$	31,837			$	39,642