UNITEDTable STATESof SECURITIES AND EXCHANGE COMMISSIONContents

~~Washington,~~UNITED D.STATES ~~C. 20549~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-Q~~D. C. 20549

~~(Mark~~FORM ~~One)~~10-Q

~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE~~One)

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

For the quarterly period ended ~~March 31~~June 30, 2010

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

~~SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~transition OFperiod ~~1934~~from to

For the transition period from to


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

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	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
1-3141	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.

~~Indicate~~Yes byþ ~~check~~No ~~mark~~o ~~whether~~FirstEnergy ~~the~~Corp., ~~registrant~~FirstEnergy ~~(1) has~~Solutions ~~filed~~Corp., ~~all~~Ohio ~~reports~~Edison ~~required~~Company, toThe beCleveland ~~filed~~Electric byIlluminating ~~Section 13~~Company, orThe ~~15(d)~~Toledo ofEdison ~~the~~Company, ~~Securities~~Jersey ~~Exchange~~Central ~~Act~~Power of& ~~1934~~Light ~~during~~Company, ~~the~~Metropolitan ~~preceding~~Edison ~~12 months~~Company ~~(or for such shorter period that the registrant was required to file such reports),~~ and ~~(2)~~ ~~has~~Pennsylvania ~~been~~Electric ~~subject to such filing requirements for the past 90 days.~~Company

~~Yes~~Indicate ~~(X)~~by Nocheck (mark )whether ~~FirstEnergy~~the ~~Corp.,~~registrant ~~FirstEnergy~~has ~~Solutions~~submitted ~~Corp.,~~electronically ~~Ohio~~and ~~Edison~~posted ~~Company,~~on ~~The~~its corporate ~~Cleveland~~Web ~~Electric~~site, ~~Illuminating~~if ~~Company~~any, ~~The~~every ~~Toledo~~Interactive ~~Edison~~Data ~~Company,~~File ~~Jersey~~required ~~Central~~to ~~Power~~be &submitted ~~Light~~and ~~Company,~~posted pursuant ~~Metropolitan~~to ~~Edison~~Rule 405 ~~Company~~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 ~~Pennsylvania~~post ~~Electric~~such ~~Company~~files).

~~Indicate~~Yes byþ ~~check~~No ~~mark~~o ~~whether~~FirstEnergy ~~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~~Corp.~~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 ~~(X)~~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

~~Yes~~Indicate (by )check Nomark (whether )the ~~FirstEnergy~~registrant ~~Solutions~~is ~~Corp.,~~a ~~Ohio~~large ~~Edison~~accelerated ~~Company~~filer, ~~The~~an ~~Cleveland~~accelerated ~~Electric~~filer, ~~Illuminating~~a non-accelerated ~~Company~~filer, ~~The~~or ~~Toledo~~a ~~Edison~~smaller ~~Company,~~reporting ~~Jersey~~company. ~~Central~~See ~~Power~~the &definitions ~~Light~~of ~~Company~~“large accelerated filer,” ~~Metropolitan~~“accelerated ~~Edison~~filer” ~~Company,~~ and ~~Pennsylvania~~“smaller ~~Electric~~reporting ~~Company~~company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~þ ~~whether~~FirstEnergy ~~the~~Corp. ~~registrant~~Accelerated isFiler ao ~~large~~N/A Non-accelerated ~~filer,~~Filer an(Do ~~accelerated~~not ~~filer,~~check aif ~~non-accelerated filer, or~~ a smaller reporting company) þ FirstEnergy Solutions Corp., ~~See~~Ohio ~~the~~Edison ~~definitions~~Company, ofThe ~~"large~~Cleveland ~~accelerated~~Electric ~~filer~~Illuminating Company," ~~"accelerated~~The ~~filer"~~Toledo ~~and~~Edison ~~"smaller~~Company, ~~reporting~~Jersey ~~company"~~Central inPower ~~Rule~~& ~~12b-2~~Light ofCompany, ~~the~~Metropolitan ~~Exchange~~Edison ~~Act.~~Company and Pennsylvania Electric Company

~~Large~~Smaller ~~Accelerated~~Reporting ~~Filer~~Company ~~(X)~~o ~~FirstEnergy Corp. Accelerated Filer ( )~~ N/A Non-accelerated Filer (Do not check if a smaller reporting company) (X) 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~~Indicate ~~Reporting~~by ~~Company~~check mark whether the registrant is a shell company (as )defined ~~N/A~~in Rule 12b-2 of the Act).

~~Indicate~~Yes byo ~~check~~No ~~mark~~þ ~~whether~~FirstEnergy ~~the~~Corp., ~~registrant~~FirstEnergy isSolutions aCorp., ~~shell~~Ohio ~~company~~Edison ~~(as~~Company, ~~defined~~The inCleveland ~~Rule~~Electric ~~12b-2~~Illuminating ofCompany, ~~the~~The ~~Act).~~Toledo Edison Company, Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company

~~Yes~~Indicate (the )number Noof ~~(X)~~shares ~~FirstEnergy~~outstanding ~~Corp.,~~of ~~FirstEnergy~~each ~~Solutions~~of ~~Corp.,~~the ~~Ohio~~issuer’s ~~Edison~~classes ~~Company,~~of ~~The~~common ~~Cleveland Electric Illuminating Company~~stock, ~~The~~as ~~Toledo~~of the ~~Edison~~latest ~~Company,~~practicable ~~Jersey Central Power & Light Company, Metropolitan Edison Company and Pennsylvania Electric Company~~date:

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

	OUTSTANDING
CLASS	AS OF APRIL 30, 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.

FirstEnergyTable 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.Contents

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~~web site at www.firstenergycorp.com.

These reports are posted on the ~~Web~~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~~web site and recognize the ~~Web~~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~~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-LookingTable Statements:of 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.Contents

~~Actual~~Forward-Looking ~~results~~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 ~~differ~~cause actual ~~materially~~results, ~~due~~performance or achievements to: be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

·Actual ~~The~~results ~~speed~~may ~~and~~differ ~~nature~~materially ofdue 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.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 ~~Business~~foregoing ~~and~~review ~~regulatory~~of ~~impacts~~factors should not be construed as exhaustive. New factors emerge from ~~ATSI~~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’s ~~realignment~~business ~~into~~or ~~PJM~~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 ~~Economic~~OF ~~or weather conditions affecting future sales and margins.~~CONTENTS

· Changes in markets for energy services.


	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

~~· Changing energy and commodity market prices and availability.~~i

·Table Replacementof power costs being higher than anticipated or inadequately hedged.Contents

·TABLE ~~The~~OF ~~continued~~CONTENTS ~~ability of FirstEnergy~~(Cont’~~s regulated utilities to collect transition and other charges or to recover increased transmission costs.~~d)

· Operation and maintenance costs being higher than anticipated.


	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

~~· Other legislative and regulatory changes, and revised environmental requirements, including possible GHG emission regulations.~~ii

·Table 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.Contents

·GLOSSARY ~~The~~OF 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.TERMS

·The ~~Adverse~~following ~~regulatory~~abbreviations ~~or legal decisions~~ and ~~outcomes~~acronyms ~~(including,~~are ~~but~~used ~~not~~in ~~limited~~this report to, ~~the~~identify ~~revocation~~FirstEnergy ofCorp. ~~necessary~~and its ~~licenses~~current ~~or operating permits~~ and ~~oversight)~~former ~~by the NRC.~~subsidiaries:

· Factors that may further delay, or increase the costs associated with (including replacement power costs), the restart of the Davis-Besse Nuclear Power Station from its current refueling outage, including that the modifications to control rod drive mechanism nozzles take longer than expected or are not effective, other conditions requiring remediation are discovered during the extended outage, or the NRC takes adverse action in connection with any of the foregoing.


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 ~~Ultimate~~following ~~resolution~~abbreviations ofand ~~Met-Ed’s~~acronyms ~~and~~are ~~Penelec’s~~used ~~TSC~~to ~~filings~~identify ~~with~~frequently ~~the~~used ~~PPUC.~~terms in this report:

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


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

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

·Table Theof ability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives).Contents

·GLOSSARY ~~The~~OF ~~ability~~TERMS, ~~to improve electric commodity margins and to experience growth in the distribution business~~Cont’d.

· 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.


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
NO_X		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

~~· 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.~~iv

·Table Changesof in general economic conditions affecting the registrants.Contents

·GLOSSARY ~~The~~OF ~~state~~TERMS, ~~of the capital and credit markets affecting the registrants~~Cont’d.

· 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.


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

~~· The continuing decline of the national and regional economy and its impact on the registrants’ major industrial and commercial customers.~~v

·Table Issues concerning the soundness of financial institutions and counterparties with which the registrants do business.Contents

·FIRSTENERGY ~~The expected timing and likelihood of completion of the proposed merger with Allegheny Energy, Inc~~CORP., 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.

·CONSOLIDATED ~~The~~STATEMENTS ~~risks~~OF ~~and other factors discussed from time to time in the registrants’ SEC filings, and other similar factors.~~INCOME (Unaudited)

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.


	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

~~TABLE~~* OFIncludes ~~CONTENTS~~excise tax collections of $99 million and $95 million in the three months ended June 30, 2010 and 2009, respectively, and $208 million and $204 million in the six months ended June 30, 2010 and 2009, respectively.

		Pages
Glossary of Terms		iii-iv
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

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

TABLETable OFof CONTENTS (Cont'd)Contents

		Pages
Combined Notes To Consolidated Financial Statements		26-62
Item 2. Management's Discussion and Analysis of Registrant and Subsidiaries		63-95
Management's Narrative Analysis of Results of Operations
FirstEnergy Solutions Corp.		96-98
Ohio Edison Company		99-100
The Cleveland Electric Illuminating Company		101-102
The Toledo Edison Company		103-104
Jersey Central Power & Light Company		105-106
Metropolitan Edison Company		107-108
Pennsylvania Electric Company		109-110
Item 3. Quantitative and Qualitative Disclosures About Market Risk		111
Item 4. Controls and Procedures – FirstEnergy		111
Item 4T. Controls and Procedures – FES, OE, CEI, TE, JCP&L, Met-Ed and Penelec		111
Part II. Other Information
Item 1. Legal Proceedings		112
Item 1A. Risk Factors		112
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		112
Item 5. Other Information		112
Item 6. Exhibits		112-113

FIRSTENERGY CORP.

iiCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

GLOSSARY OF TERMS


	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 ~~following~~accompanying ~~abbreviations~~Combined ~~and~~Notes ~~acronyms~~to ~~are~~the ~~used~~Consolidated inFinancial ~~this~~Statements ~~report~~are toan ~~identify~~integral ~~FirstEnergy~~part ~~Corp.~~of these ~~and~~financial ~~its current and former subsidiaries:~~statements.

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
JCP&L Transition Funding	JCP&L Transition Funding LLC, a Delaware limited liability company and issuer of transition bonds
JCP&L Transition Funding II	JCP&L Transition Funding II LLC, a Delaware limited liability company and issuer of transition bonds
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
Shelf Registrants	FirstEnergy, OE, CEI, TE, JCP&L, Met-Ed and Penelec
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
Waverly	The Waverly Power and Light Company, a wholly owned subsidiary of 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
AMP-Ohio	American Municipal Power-Ohio, Inc.
AOCL	Accumulated Other Comprehensive Loss
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
CAVR	Clean Air Visibility Rule
CBP	Competitive Bid Process
CMEC	Capacity market Evolution Committee
CO2	Carbon dioxide
CTC	Competitive Transition Charge
DOE	United States Department of Energy
DOJ	United States Department of Justice
DCPD	Deferred Compensation Plan for Outside Directors
DPA	Department of the Public Advocate, Division of Rate Counsel (New Jersey)
ECAR	East Central Area Reliability Coordination Agreement
EDCP	Executive Deferred Compensation Plan
EE&C	Energy Efficiency and Conservation
EMP	Energy Master Plan
EPA	United States Environmental Protection Agency
EPACT	Energy Policy Act of 2005
EPRI	Electric Power Research Institute

iiiTable of Contents

~~GLOSSARY~~FIRSTENERGY ~~OF TERMS, Cont'd~~CORP.

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
GAAP	Accounting Principles Generally Accepted in the United States
GHG	Greenhouse Gases
IBEW	International Brotherhood of Electrical Workers
IFRS	International Financial Reporting Standards
IRS	Internal Revenue Service
JCARR	Joint Committee on Agency Review
kV	Kilovolt
KWH	Kilowatt-hours
LED	Light-emitting Diode
LIBOR	London Interbank Offered Rate
LOC	Letter of Credit
LTIP	Long-Term Incentive Plan
MACT	Maximum Achievable Control Technology
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
NEIL	Nuclear Electric Insurance Limited
NERC	North American Electric Reliability Corporation
NJBPU	New Jersey Board of Public Utilities
NNSR	Non-Attainment New Source Review
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
OCC	Ohio Consumers’ Counsel
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.
PLR	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
PSA	Power Supply Agreement
PSD	Prevention of Significant Deterioration
PUCO	Public Utilities Commission of Ohio
QSPE	Qualifying Special-Purpose Entity
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
SEC	U.S. Securities and Exchange Commission
SECA	Seams Elimination Cost Adjustment

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

~~GLOSSARY~~The OFaccompanying ~~TERMS,~~Combined ~~Cont'd~~Notes to the Consolidated Financial Statements are an integral part of these financial statements.

SIP	State Implementation Plan(s) Under the Clean Air Act
SNCR	Selective Non-Catalytic Reduction
SO2	Sulfur Dioxide
SRECs	Solar Renewable Energy Credits
TBC	Transition Bond Charge
TMI-2	Three Mile Island Unit 2
TSC	Transmission Service Charge
VERO	Voluntary Enhanced Retirement Option
VIE	Variable Interest Entity

vTable of Contents

FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In millions, except
	per share amounts)
REVENUES:
Electric utilities	$	2,543		$	3,020
Unregulated businesses		756			314
Total revenues*		3,299			3,334
EXPENSES:
Fuel		334			312
Purchased power		1,238			1,143
Other operating expenses		701			827
Provision for depreciation		193			177
Amortization of regulatory assets		212			411
Deferral of new regulatory assets		-			(93	)
General taxes		205			211
Total expenses		2,883			2,988
OPERATING INCOME		416			346
OTHER INCOME (EXPENSE):
Investment income (loss), net		16			(11	)
Interest expense		(213	)		(194	)
Capitalized interest		41			28
Total other expense		(156	)		(177	)
INCOME BEFORE INCOME TAXES		260			169
INCOME TAXES		111			54
NET INCOME		149			115
Noncontrolling interest loss		(6	)		(4	)
EARNINGS AVAILABLE TO FIRSTENERGY CORP.	$	155		$	119
BASIC EARNINGS PER SHARE OF COMMON STOCK	$	0.51		$	0.39
WEIGHTED AVERAGE NUMBER OF BASIC SHARES OUTSTANDING		304			304
DILUTED EARNINGS PER SHARE OF COMMON STOCK	$	0.51		$	0.39
WEIGHTED AVERAGE NUMBER OF DILUTED SHARES OUTSTANDING		306			306
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK	$	0.55		$	0.55
* Includes $109 million of excise tax collections in the three months ended March 31, 2010 and 2009.
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY CORP.

1CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FIRSTENERGY CORP.
	Six Months Ended
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
	June 30
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In millions)
NET INCOME	$	149		$	115
CASH FLOWS FROM OPERATING ACTIVITIES:
OTHER COMPREHENSIVE INCOME:
Net Income	$	405		$	523
Pension and other postretirement benefits		13			35
Adjustments to reconcile net income to net cash from operating activities-
Unrealized gain on derivative hedges		4			15
Provision for depreciation		383			362
Change in unrealized gain on available-for-sale securities		6			(5	)
Amortization of regulatory assets		373			642
Other comprehensive income		23			45
Deferral of new regulatory assets		—			(136	)
Income tax expense related to other comprehensive income		7			15
Nuclear fuel and lease amortization		76			52
Other comprehensive income, net of tax		16			30
Deferred purchased power and other costs		(146	)		(135	)
COMPREHENSIVE INCOME		165			145
Deferred income taxes and investment tax credits, net		159			69
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST		(6	)		(4	)
Investment impairment		19			39
COMPREHENSIVE INCOME AVAILABLE TO FIRSTENERGY CORP.	$	171		$	149
Deferred rents and lease market valuation liability		(62	)		(59	)
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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

2The 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,
	2010			2009
	(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	310		$	874
Receivables-
Customers (less accumulated provisions of $36 million and $33 million,
respectively, for uncollectible accounts)		1,255			1,244
Other (less accumulated provisions of $7 million for uncollectible accounts)		140			153
Materials and supplies, at average cost		699			647
Prepaid taxes		236			248
Other		214			154
		2,854			3,320
PROPERTY, PLANT AND EQUIPMENT:
In service		27,980			27,826
Less - Accumulated provision for depreciation		11,554			11,397
		16,426			16,429
Construction work in progress		2,931			2,735
		19,357			19,164
INVESTMENTS:
Nuclear plant decommissioning trusts		1,882			1,859
Investments in lease obligation bonds		495			543
Other		609			621
		2,986			3,023
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		5,575			5,575
Regulatory assets		2,398			2,356
Power purchase contract asset		148			200
Other		760			666
		8,881			8,797
	$	34,078		$	34,304
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	1,783		$	1,834
Short-term borrowings		886			1,181
Accounts payable		772			829
Accrued taxes		266			314
Other		1,179			1,130
		4,886			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		5,432			5,448
Accumulated other comprehensive loss		(1,399	)		(1,415	)
Retained earnings		4,482			4,495
Total common stockholders' equity		8,546			8,559
Noncontrolling interest		(11	)		(2	)
Total equity		8,535			8,557
Long-term debt and other long-term obligations		11,847			11,908
		20,382			20,465
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		2,602			2,468
Asset retirement obligations		1,449			1,425
Deferred gain on sale and leaseback transaction		984			993
Power purchase contract liability		738			643
Retirement benefits		1,527			1,534
Lease market valuation liability		251			262
Other		1,259			1,226
		8,810			8,551
COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 8)
	$	34,078		$	34,304
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these
financial statements.

3Table of Contents

FIRSTENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	149		$	115
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		193			177
Amortization of regulatory assets		212			411
Deferral of new regulatory assets		-			(93	)
Nuclear fuel and lease amortization		41			27
Deferred purchased power and other costs		(77	)		(62	)
Deferred income taxes and investment tax credits, net		59			(28	)
Investment impairment		10			36
Deferred rents and lease market valuation liability		(17	)		(14	)
Stock-based compensation		(15	)		(13	)
Accrued compensation and retirement benefits		(81	)		(66	)
Commodity derivative transactions, net		33			16
Cash collateral paid		(46	)		(15	)
Decrease (increase) in operating assets-
Receivables		2			46
Materials and supplies		(42	)		(7	)
Prepayments and other current assets		33			(71	)
Increase (decrease) in operating liabilities-
Accounts payable		(57	)		(90	)
Accrued taxes		7			(51	)
Accrued interest		66			118
Other		36			26
Net cash provided from operating activities		506			462
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt		-			700
Redemptions and Repayments-
Long-term debt		(109	)		(444	)
Short-term borrowings, net		(295	)		-
Common stock dividend payments		(168	)		(168	)
Other		(22	)		(18	)
Net cash provided from (used for) financing activities		(594	)		70
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(508	)		(654	)
Proceeds from asset sales		114			8
Sales of investment securities held in trusts		733			567
Purchases of investment securities held in trusts		(755	)		(584	)
Customer intangibles		(101	)		-
Cash investments		49			17
Other		(8	)		(32	)
Net cash used for investing activities		(476	)		(678	)
Net change in cash and cash equivalents		(564	)		(146	)
Cash and cash equivalents at beginning of period		874			545
Cash and cash equivalents at end of period	$	310		$	399
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY SOLUTIONS CORP.

4CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

FIRSTENERGY SOLUTIONS CORP.
	Three Months Ended						Six Months Ended
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	June 30						June 30
(Unaudited)
	2010			2009			2010			2009
	Three Months Ended
	(In thousands)
	March 31
REVENUES:
	2010			2009
Electric sales to affiliates	$	538,545		$	839,751		$	1,145,847		$	1,732,441
	(In thousands)
Electric sales to non-affiliates		728,803			205,379			1,397,488			485,125
REVENUES:
Other		47,326			296,022			159,432			349,692
Electric sales to affiliates	$	607,302		$	892,690
Total revenues		1,314,674			1,341,152			2,702,767			2,567,258
Electric sales to non-affiliates		668,685			279,746
EXPENSES:
Other		112,106			53,670
Fuel		342,411			270,309			670,632			576,467
Total revenues		1,388,093			1,226,106
Purchased power from affiliates		68,898			51,249			129,851			114,456
EXPENSES:
Purchased power from non-affiliates		298,820			185,613			749,035			345,955
Fuel		328,221			306,158
Other operating expenses		303,895			278,264			608,406			585,620
Purchased power from affiliates		60,953			63,207
Provision for depreciation		63,319			65,548			126,237			126,921
Purchased power from non-affiliates		450,216			160,342
General taxes		22,272			21,285			49,018			44,661
Other operating expenses		304,510			307,356
Total expenses		1,099,615			872,268			2,333,179			1,794,080
Provision for depreciation		62,918			61,373
OPERATING INCOME		215,059			468,884			369,588			773,178
General taxes		26,746			23,376
OTHER INCOME (EXPENSE):
Total expenses		1,233,564			921,812
Investment income (loss)		13,366			5,643			14,083			(23,231	)
OPERATING INCOME		154,529			304,294
Miscellaneous income		4,393			7,622			5,703			10,133
OTHER EXPENSE:
Interest expense to affiliates		(2,560	)		(3,315	)		(4,865	)		(6,294	)
Investment income (loss)		717			(28,874	)
Interest expense — other		(51,372	)		(26,271	)		(101,016	)		(48,798	)
Miscellaneous expense		1,310			2,511
Capitalized interest		23,905			14,028			43,595			24,106
Interest expense to affiliates		(2,305	)		(2,979	)
Total other expense		(12,268	)		(2,293	)		(42,500	)		(44,084	)
Interest expense - other		(49,644	)		(22,527	)
INCOME BEFORE INCOME TAXES		202,791			466,591			327,088			729,094
Capitalized interest		19,690			10,078
INCOME TAXES		68,866			169,189			113,237			261,011
Total other expense		(30,232	)		(41,791	)
NET INCOME		133,925			297,402			213,851			468,083
INCOME BEFORE INCOME TAXES		124,297			262,503
OTHER COMPREHENSIVE INCOME:
INCOME TAXES		44,371			91,822
Pension and other postretirement benefits		885			72,121			(8,949	)		74,689
NET INCOME		79,926			170,681
Unrealized gain on derivative hedges		3,017			15,041			4,291			26,057
OTHER COMPREHENSIVE INCOME (LOSS):
Change in unrealized gain on available-for-sale securities		6,060			39,504			11,088			38,027
Pension and other postretirement benefits		(9,834	)		2,568
Other comprehensive income		9,962			126,666			6,430			138,773
Unrealized gain on derivative hedges		1,274			11,016
Income tax expense related to other comprehensive income		3,544			50,625			2,204			55,334
Change in unrealized gain on available-for-sale securities		5,028			(1,477	)
Other comprehensive income, net of tax		6,418			76,041			4,226			83,439
Other comprehensive income (loss)		(3,532	)		12,107
TOTAL COMPREHENSIVE INCOME	$	140,343		$	373,443		$	218,077		$	551,522
Income tax expense (benefit) related to other comprehensive income		(1,340	)		4,709
Other comprehensive income (loss), net of tax		(2,192	)		7,398
TOTAL COMPREHENSIVE INCOME	$	77,734		$	178,079
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

5The 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,
	2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11		$	12
Receivables-
Customers (less accumulated provisions of $13,641,000 and $12,041,000,
respectively, for uncollectible accounts)		248,994			195,107
Associated companies		360,804			318,561
Other (less accumulated provisions of $6,702,000)		81,659			51,872
Notes receivable from associated companies		483,423			805,103
Materials and supplies, at average cost		558,751			539,541
Prepayments and other		160,668			107,782
		1,894,310			2,017,978
PROPERTY, PLANT AND EQUIPMENT:
In service		10,368,007			10,357,632
Less - Accumulated provision for depreciation		4,617,864			4,531,158
		5,750,143			5,826,474
Construction work in progress		2,597,630			2,423,446
		8,347,773			8,249,920
INVESTMENTS:
Nuclear plant decommissioning trusts		1,091,114			1,088,641
Other		8,525			22,466
		1,099,639			1,111,107
DEFERRED CHARGES AND OTHER ASSETS:
Accumulated deferred income tax benefits		66,462			86,626
Goodwill		24,248			24,248
Customer intangibles		114,567			16,566
Property taxes		50,125			50,125
Unamortized sale and leaseback costs		90,803			72,553
Other		109,494			121,665
		455,699			371,783
	$	11,797,421		$	11,750,788
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	1,601,184		$	1,550,927
Short-term borrowings-
Associated companies		-			9,237
Other		100,000			100,000
Accounts payable-
Associated companies		385,251			466,078
Other		270,457			245,363
Accrued taxes		66,585			83,158
Other		393,512			359,057
		2,816,989			2,813,820
CAPITALIZATION:
Common stockholder's equity -
Common stock, without par value, authorized 750 shares,
7 shares outstanding		1,465,698			1,468,423
Accumulated other comprehensive loss		(105,193	)		(103,001	)
Retained earnings		2,229,075			2,149,149
Total common stockholder's equity		3,589,580			3,514,571
Long-term debt and other long-term obligations		2,660,200			2,711,652
		6,249,780			6,226,223
NONCURRENT LIABILITIES:
Deferred gain on sale and leaseback transaction		984,440			992,869
Accumulated deferred investment tax credits		57,353			58,396
Asset retirement obligations		936,453			921,448
Retirement benefits		219,174			204,035
Property taxes		50,125			50,125
Lease market valuation liability		250,871			262,200
Other		232,236			221,672
		2,730,652			2,710,745
COMMITMENTS AND CONTINGENCIES (Note 8)
	$	11,797,421		$	11,750,788
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

6Table of Contents

FIRSTENERGY SOLUTIONS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		Three Months Ended
		March 31
		2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	79,926		$	170,681
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation			62,918			61,373
Nuclear fuel and lease amortization			42,118			27,169
Deferred rents and lease market valuation liability			(40,869	)		(37,522	)
Deferred income taxes and investment tax credits, net			37,773			24,866
Investment impairment			9,606			33,535
Commodity derivative transactions, net			32,900			15,817
Cash collateral, net			(21,411	)		(5,492	)
Decrease (increase) in operating assets:
Receivables			(158,288	)		80,067
Materials and supplies			(8,700	)		(865	)
Prepayments and other current assets			13,516			(3,456	)
Increase (decrease) in operating liabilities:
Accounts payable			(41,057	)		(61,419	)
Accrued taxes			(16,300	)		39,846
Accrued interest			(14,930	)		10,338
Other			13,902			(7,071	)
Net cash provided from (used for) operating activities			(8,896	)		347,867
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt			-			100,000
Short-term borrowings, net			-			621,294
Redemptions and Repayments-
Long-term debt			(1,278	)		(335,916	)
Short-term borrowings, net			(9,237	)		-
Other			(731	)		-
Net cash provided from (used for) financing activities			(11,246	)		385,378
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions			(301,603	)		(412,805	)
Proceeds from asset sales			114,272			7,573
Sales of investment securities held in trusts			272,094			351,414
Purchases of investment securities held in trusts			(284,888	)		(356,904	)
Loans from (to) associated companies, net			321,680			(303,963	)
Customer intangibles			(100,615	)		-
Other			(799	)		(18,565	)
Net cash provided from (used for) investing activities			20,141			(733,250	)
Net change in cash and cash equivalents			(1	)		(5	)
Cash and cash equivalents at beginning of period			12			39
Cash and cash equivalents at end of period		$	11		$	34
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY SOLUTIONS CORP.

7CONSOLIDATED BALANCE SHEETS (Unaudited)

OHIO EDISON COMPANY
	June 30,			December 31,
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
STATEMENTS OF INCOME
ASSETS
REVENUES:
CURRENT ASSETS:
Electric sales	$	479,925		$	720,011
Cash and cash equivalents	$	11		$	12
Excise and gross receipts tax collections		28,475			28,980
Receivables-
Total revenues		508,400			748,991
Customers (less accumulated provisions of $14,523,000 and $12,041,000, respectively, for uncollectible accounts)		315,178			195,107
EXPENSES:
Associated companies		354,127			318,561
Purchased power from affiliates		135,857			332,336
Other (less accumulated provisions of $6,702,000 for uncollectible accounts)		36,392			51,872
Purchased power from non-affiliates		112,051			137,813
Notes receivable from associated companies		173,931			805,103
Other operating costs		88,855			157,830
Materials and supplies, at average cost		578,521			539,541
Provision for depreciation		21,880			21,513
Prepayments and other		172,514			107,782
Amortization of regulatory assets, net		29,345			20,211
		1,630,674			2,017,978
General taxes		47,492			49,120
PROPERTY, PLANT AND EQUIPMENT:
Total expenses		435,480			718,823
In service		10,500,405			10,357,632
OPERATING INCOME		72,920			30,168
Less — Accumulated provision for depreciation		4,695,180			4,531,158
OTHER INCOME (EXPENSE):
		5,805,225			5,826,474
Investment income		5,244			9,362
Construction work in progress		2,622,865			2,423,446
Miscellaneous expense		(292	)		(810	)
		8,428,090			8,249,920
Interest expense		(22,310	)		(23,287	)
INVESTMENTS:
Capitalized interest		208			220
Nuclear plant decommissioning trusts		1,107,594			1,088,641
Total other expense		(17,150	)		(14,515	)
Other		7,965			22,466
INCOME BEFORE INCOME TAXES		55,770			15,653
		1,115,559			1,111,107
INCOME TAXES		19,609			4,005
DEFERRED CHARGES AND OTHER ASSETS:
NET INCOME		36,161			11,648
Accumulated deferred income tax benefits		—			86,626
Noncontrolling interest income		132			146
Customer intangibles		118,219			16,566
EARNINGS AVAILABLE TO PARENT	$	36,029		$	11,502
Goodwill		24,248			24,248
STATEMENTS OF COMPREHENSIVE INCOME
Property taxes		50,125			50,125
NET INCOME	$	36,161		$	11,648
Unamortized sales and leaseback costs		77,646			72,553
OTHER COMPREHENSIVE INCOME (LOSS):
Other		128,315			121,665
Pension and other postretirement benefits		4,015			5,738
		398,553			371,783
Change in unrealized gain on available-for-sale securities		291			(2,709	)
	$	11,572,876		$	11,750,788
Other comprehensive income		4,306			3,029
LIABILITIES AND CAPITALIZATION
Income tax expense related to other comprehensive income		693			529
CURRENT LIABILITIES:
Other comprehensive income, net of tax		3,613			2,500
Currently payable long-term debt	$	1,381,783		$	1,550,927
COMPREHENSIVE INCOME		39,774			14,148
Short-term borrowings-
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		132			146
Associated companies		85,128			9,237
COMPREHENSIVE INCOME AVAILABLE TO PARENT	$	39,642		$	14,002
Other		100,000			100,000
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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

8The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

OHIO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,			December 31,
	2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	60,680		$	324,175
Receivables-
Customers (less accumulated provisions of $5,417,000 and $5,119,000, respectively,
for uncollectible accounts)		196,226			209,384
Associated companies		49,839			98,874
Other (less accumulated provisions of $1,000 and $18,000, respectively,
for uncollectible accounts)		18,758			14,155
Notes receivable from associated companies		104,183			118,651
Prepayments and other		37,766			15,964
		467,452			781,203
UTILITY PLANT:
In service		3,057,995			3,036,467
Less - Accumulated provision for depreciation		1,177,211			1,165,394
		1,880,784			1,871,073
Construction work in progress		35,331			31,171
		1,916,115			1,902,244
OTHER PROPERTY AND INVESTMENTS:
Investment in lease obligation bonds		216,498			216,600
Nuclear plant decommissioning trusts		120,819			120,812
Other		96,669			96,861
		433,986			434,273
DEFERRED CHARGES AND OTHER ASSETS:
Regulatory assets		432,526			465,331
Pension assets		33,128			19,881
Property taxes		67,037			67,037
Unamortized sale and leaseback costs		33,877			35,127
Other		36,454			39,881
		603,022			627,257
	$	3,420,575		$	3,744,977
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	1,470		$	2,723
Short-term borrowings-
Associated companies		-			92,863
Other		807			807
Accounts payable-
Associated companies		75,374			102,763
Other		32,351			40,423
Accrued taxes		66,100			81,868
Accrued interest		25,523			25,749
Other		109,429			81,424
		311,054			428,620
CAPITALIZATION:
Common stockholder's equity-
Common stock, without par value, authorized 175,000,000 shares -
60 shares outstanding		949,735			1,154,797
Accumulated other comprehensive loss		(159,964	)		(163,577	)
Retained earnings		20,920			29,890
Total common stockholder's equity		810,691			1,021,110
Noncontrolling interest		6,574			6,442
Total equity		817,265			1,027,552
Long-term debt and other long-term obligations		1,160,250			1,160,208
		1,977,515			2,187,760
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		670,758			660,114
Accumulated deferred investment tax credits		11,243			11,406
Asset retirement obligations		87,315			85,926
Retirement benefits		174,404			174,925
Other		188,286			196,226
		1,132,006			1,128,597
COMMITMENTS AND CONTINGENCIES (Note 8)
	$	3,420,575		$	3,744,977
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

9Table of Contents

OHIO EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	36,161		$	11,648
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		21,880			21,513
Amortization of regulatory assets, net		29,345			20,211
Purchased power cost recovery reconciliation		(5,908	)		2,978
Amortization of lease costs		32,934			32,934
Deferred income taxes and investment tax credits, net		(2,489	)		(7,272	)
Accrued compensation and retirement benefits		(12,160	)		(1,746	)
Accrued regulatory obligations		(623	)		18,350
Electric service prepayment programs		-			(3,944	)
Decrease (increase) in operating assets-
Receivables		65,141			1,435
Prepayments and other current assets		(21,802	)		(9,806	)
Increase (decrease) in operating liabilities-
Accounts payable		(35,461	)		11,880
Accrued taxes		(15,849	)		(26,222	)
Accrued interest		(226	)		(1,956	)
Other		10,270			6,708
Net cash provided from operating activities		101,213			76,711
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Short-term borrowings, net		-			79,810
Redemptions and Repayments-
Long-term debt		(1,363	)		(100,393	)
Short-term borrowings, net		(92,863	)
Dividend Payments-
Common stock		(250,000	)		-
Other		(113	)		(69	)
Net cash used for financing activities		(344,339	)		(20,652	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(35,680	)		(37,523	)
Sales of investment securities held in trusts		2,424			9,417
Purchases of investment securities held in trusts		(2,971	)		(10,422	)
Loan repayments from associated companies, net		14,469			146,098
Cash investments		(384	)		(243	)
Other		1,773			1,463
Net cash provided from (used for) investing activities		(20,369	)		108,790
Net change in cash and cash equivalents		(263,495	)		164,849
Cash and cash equivalents at beginning of period		324,175			146,343
Cash and cash equivalents at end of period	$	60,680		$	311,192
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

FIRSTENERGY SOLUTIONS CORP.

10CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
	Six Months Ended
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
	June 30
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
STATEMENTS OF INCOME
CASH FLOWS FROM OPERATING ACTIVITIES:
REVENUES:
Net Income	$	213,851		$	468,083
Electric sales	$	312,497		$	431,405
Adjustments to reconcile net income to net cash from operating activities-
Excise tax collections		17,573			18,320
Provision for depreciation		126,237			126,921
Total revenues		330,070			449,725
Nuclear fuel and lease amortization		78,324			53,265
EXPENSES:
Deferred rents and lease market valuation liability		(59,254	)		(55,493	)
Purchased power from affiliates		94,965			238,872
Deferred income taxes and investment tax credits, net		113,978			63,309
Purchased power from non-affiliates		51,826			71,746
Investment impairment		19,093			36,154
Other operating costs		31,235			64,830
Accrued compensation and retirement benefits		7,132			(10,594	)
Provision for depreciation		18,111			18,280
Commodity derivative transactions, net		(29,308	)		17,688
Amortization of regulatory assets		45,139			256,737
Gain on asset sales		(1,021	)		(9,635	)
Deferral of new regulatory assets		-			(94,816	)
Cash collateral, net		(38,211	)		40,471
General taxes		38,489			38,141
Decrease (increase) in operating assets-
Total expenses		279,765			593,790
Receivables		(192,792	)		179,373
OPERATING INCOME (LOSS)		50,305			(144,065	)
Materials and supplies		(28,470	)		16,609
OTHER INCOME (EXPENSE):
Prepayments and other current assets		24,518			7,555
Investment income		7,547			8,420
Increase (decrease) in operating liabilities-
Miscellaneous income		581			1,994
Accounts payable		(31,610	)		(102,907	)
Interest expense		(33,621	)		(33,322	)
Accrued taxes		(8,462	)		(14,333	)
Capitalized interest		26			67
Accrued interest		(457	)		1,871
Total other expense		(25,467	)		(22,841	)
Other		24,907			(6,121	)
INCOME (LOSS) BEFORE INCOME TAXES		24,838			(166,906	)
Net cash provided from operating activities		218,455			812,216
INCOME TAX EXPENSE (BENEFIT)		10,843			(61,506	)
CASH FLOWS FROM FINANCING ACTIVITIES:
NET INCOME (LOSS)		13,995			(105,400	)
New Financing-
Noncontrolling interest income		419			458
Long-term debt		—			681,675
EARNINGS (LOSS) AVAILABLE TO PARENT	$	13,576		$	(105,858	)
Short-term borrowings, net		75,891			145,009
STATEMENTS OF COMPREHENSIVE INCOME
Redemptions and Repayments-
NET INCOME (LOSS)	$	13,995		$	(105,400	)
Long-term debt		(295,037	)		(622,853	)
OTHER COMPREHENSIVE INCOME (LOSS):
Other		(686	)		—
Pension and other postretirement benefits		(22,585	)		3,967
Net cash provided from (used for) financing activities		(219,832	)		203,831
Income tax expense (benefit) related to other comprehensive income		(8,277	)		1,370
CASH FLOWS FROM INVESTING ACTIVITIES:
Other comprehensive income (loss), net of tax		(14,308	)		2,597
Property additions		(566,187	)		(634,967	)
COMPREHENSIVE LOSS		(313	)		(102,803	)
Proceeds from asset sales		115,657			15,771
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		419			458
Sales of investment securities held in trusts		956,813			537,078
COMPREHENSIVE INCOME (LOSS) AVAILABLE TO PARENT	$	(732	)	$	(103,261	)
Purchases of investment securities held in trusts		(978,785	)		(550,730	)
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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

11The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,				December 31,
		2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	247		$	86,230
Receivables-
Customers (less accumulated provisions of $5,168,000 and
$5,239,000, respectively, for uncollectible accounts)			200,840			209,335
Associated companies			57,338			98,954
Other			5,058			11,661
Notes receivable from associated companies			25,376			26,802
Prepayments and other			18,996			9,973
			307,855			442,955
UTILITY PLANT:
In service			2,326,786			2,310,074
Less - Accumulated provision for depreciation			896,146			888,169
			1,430,640			1,421,905
Construction work in progress			33,139			36,907
			1,463,779			1,458,812
OTHER PROPERTY AND INVESTMENTS:
Investment in lessor notes			340,034			388,641
Other			10,210			10,220
			350,244			398,861
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill			1,688,521			1,688,521
Regulatory assets			497,723			545,505
Pension assets (Note 5)			-			13,380
Property taxes			77,319			77,319
Other			12,914			12,777
			2,276,477			2,337,502
		$	4,398,355		$	4,638,130
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt		$	127		$	117
Short-term borrowings-
Associated companies			233,710			339,728
Accounts payable-
Associated companies			55,534			68,634
Other			15,879			17,166
Accrued taxes			74,117			90,511
Accrued interest			39,261			18,466
Other			43,663			45,440
			462,291			580,062
CAPITALIZATION:
Common stockholder's equity
Common stock, without par value, authorized 105,000,000 shares -
67,930,743 shares outstanding			884,781			884,897
Accumulated other comprehensive loss			(152,466	)		(138,158	)
Retained earnings			510,824			597,248
Total common stockholder's equity			1,243,139			1,343,987
Noncontrolling interest			17,651			20,592
Total equity			1,260,790			1,364,579
Long-term debt and other long-term obligations			1,852,463			1,872,750
			3,113,253			3,237,329
NONCURRENT LIABILITIES:
Accumulated deferred income taxes			636,324			644,745
Accumulated deferred investment tax credits			11,626			11,836
Retirement benefits			82,281			69,733
Other			92,580			94,425
			822,811			820,739
COMMITMENTS AND CONTINGENCIES (Note 8)
		$	4,398,355		$	4,638,130
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

12Table of Contents

OHIO EDISON COMPANY \

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	13,995		$	(105,400	)
Adjustments to reconcile net income (loss) to net cash from operating activities-
Provision for depreciation		18,111			18,280
Amortization of regulatory assets, net		45,139			256,737
Deferral of new regulatory assets		-			(94,816	)
Deferred income taxes and investment tax credits, net		(13,627	)		(61,525	)
Accrued compensation and retirement benefits		2,282			1,828
Accrued regulatory obligations		(26	)		12,057
Electric service prepayment programs		-			(2,695	)
Decrease (increase) in operating assets-
Receivables		70,633			(44,808	)
Prepayments and other current assets		(9,133	)		785
Increase (decrease) in operating liabilities-
Accounts payable		(14,387	)		18,470
Accrued taxes		(16,616	)		(16,274	)
Accrued interest		20,795			27,614
Other		(2,636	)		346
Net cash provided from operating activities		114,530			10,599
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemptions and Repayments-
Long-term debt		(26	)		(181	)
Short-term borrowings, net		(126,334	)		(4,086	)
Dividend Payments-
Common stock		(100,000	)		(10,000	)
Other		(3,365	)		(2,840	)
Net cash used for financing activities		(229,725	)		(17,107	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(19,735	)		(24,900	)
Loans to associated companies, net		1,426			(3,683	)
Redemptions of lessor notes		48,606			37,068
Other		(1,085	)		(1,970	)
Net cash provided from investing activities		29,212			6,515
Net change in cash and cash equivalents		(85,983	)		7
Cash and cash equivalents at beginning of period		86,230			226
Cash and cash equivalents at end of period	$	247		$	233
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)


	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	*(In thousands)*
STATEMENTS OF INCOME

REVENUES:
Electric sales	$	415,437		$	647,224		$	895,362		$	1,367,235
Excise and gross receipts tax collections		23,949			24,948			52,424			53,928

Total revenues		439,386			672,172			947,786			1,421,163


EXPENSES:
Purchased power from affiliates		114,414			314,870			250,271			647,206
Purchased power from non-affiliates		98,462			98,330			210,513			236,143
Other operating expenses		88,275			111,938			177,130			269,768
Provision for depreciation		22,014			21,996			43,894			43,509
Amortization of regulatory assets, net		9,424			22,295			38,769			42,506
General taxes		43,362			43,903			90,854			93,023

Total expenses		375,951			613,332			811,431			1,332,155


OPERATING INCOME		63,435			58,840			136,355			89,008


OTHER INCOME (EXPENSE):
Investment income		6,309			10,149			11,553			19,511
Miscellaneous income		1,295			2,681			1,003			1,871
Interest expense		(22,155	)		(21,469	)		(44,465	)		(44,756	)
Capitalized interest		295			279			503			499

Total other expense		(14,256	)		(8,360	)		(31,406	)		(22,875	)


INCOME BEFORE INCOME TAXES		49,179			50,480			104,949			66,133

INCOME TAXES		11,856			16,852			31,465			20,857


NET INCOME		37,323			33,628			73,484			45,276


Noncontrolling interest income		130			143			262			289


EARNINGS AVAILABLE TO PARENT	$	37,193		$	33,485		$	73,222		$	44,987


STATEMENTS OF COMPREHENSIVE INCOME

NET INCOME	$	37,323		$	33,628		$	73,484		$	45,276


OTHER COMPREHENSIVE INCOME (LOSS):
Pension and other postretirement benefits		322			89,864			4,337			95,602
Change in unrealized gain on available-for-sale securities		520			728			811			(1,981	)

Other comprehensive income		842			90,592			5,148			93,621
Income tax expense (benefit) related to other
comprehensive income		(26	)		37,310			667			37,839

Other comprehensive income, net of tax		868			53,282			4,481			55,782


COMPREHENSIVE INCOME		38,191			86,910			77,965			101,058

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		130			143			262			289


COMPREHENSIVE INCOME AVAILABLE TO PARENT	$	38,061		$	86,767		$	77,703		$	100,769

THE TOLEDO EDISON COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
STATEMENTS OF INCOME
REVENUES:
Electric sales	$	125,431		$	237,085
Excise tax collections		7,041			7,729
Total revenues		132,472			244,814
EXPENSES:
Purchased power from affiliates		47,000			125,324
Purchased power from non-affiliates		26,109			40,537
Other operating costs		25,545			45,004
Provision for depreciation		7,950			7,572
Amortization (deferral) of regulatory assets, net		(8,499	)		9,897
General taxes		13,461			14,250
Total expenses		111,566			242,584
OPERATING INCOME		20,906			2,230
OTHER INCOME (EXPENSE):
Investment income		3,800			5,484
Miscellaneous expense		(1,406	)		(1,340	)
Interest expense		(10,487	)		(5,533	)
Capitalized interest		78			42
Total other expense		(8,015	)		(1,347	)
INCOME BEFORE INCOME TAXES		12,891			883
INCOME TAX EXPENSE (BENEFIT)		5,382			(109	)
NET INCOME		7,509			992
Less: Noncontrolling interest income		3			2
EARNINGS AVAILABLE TO PARENT	$	7,506		$	990
STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME	$	7,509		$	992
OTHER COMPREHENSIVE INCOME (LOSS):
Pension and other postretirement benefits		296			133
Change in unrealized gain on available-for-sale securities		369			(809	)
Other comprehensive income (loss)		665			(676	)
Income tax expense (benefit) related to other comprehensive income		170			(19	)
Other comprehensive income (loss), net of tax		495			(657	)
COMPREHENSIVE INCOME		8,004			335
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		3			2
COMPREHENSIVE INCOME AVAILABLE TO PARENT	$	8,001		$	333
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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

148

THE TOLEDO EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,				December 31,
		2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	87,296		$	436,712
Receivables-
Customers			218			75
Associated companies			58,811			90,191
Other (less accumulated provisions of $207,000 and $208,000,
respectively, for uncollectible accounts)			19,499			20,180
Notes receivable from associated companies			118,689			85,101
Prepayments and other			11,680			7,111
			296,193			639,370
UTILITY PLANT:
In service			921,768			912,930
Less - Accumulated provision for depreciation			431,737			427,376
			490,031			485,554
Construction work in progress			8,913			9,069
			498,944			494,623
OTHER PROPERTY AND INVESTMENTS:
Investment in lessor notes (Note 7)			103,848			124,357
Nuclear plant decommissioning trusts			73,583			73,935
Other			1,558			1,580
			178,989			199,872
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill			500,576			500,576
Regulatory assets			81,616			69,557
Property taxes			23,658			23,658
Other			67,753			55,622
			673,603			649,413
		$	1,647,729		$	1,983,278
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt		$	222		$	222
Accounts payable-
Associated companies			43,730			78,341
Other			7,509			8,312
Notes payable to associated companies			-			225,975
Accrued taxes			20,827			25,734
Lease market valuation liability			36,900			36,900
Other			64,724			29,273
			173,912			404,757
CAPITALIZATION
Common stockholder's equity
Common stock, $5 par value, authorized 60,000,000 shares -
29,402,054 shares outstanding			147,010			147,010
Other paid-in capital			178,089			178,181
Accumulated other comprehensive loss			(49,308	)		(49,803	)
Retained earnings			91,995			214,490
Total common stockholder's equity			367,786			489,878
Noncontrolling interest			2,698			2,696
Total equity			370,484			492,574
Long-term debt and other long-term obligations			600,450			600,443
			970,934			1,093,017
NONCURRENT LIABILITIES:
Accumulated deferred income taxes			105,271			80,508
Accumulated deferred investment tax credits			6,258			6,367
Lease market valuation liability (Note 7)			226,975			236,200
Retirement benefits			67,304			65,988
Asset retirement obligations			32,831			32,290
Other			64,244			64,151
			502,883			485,504
COMMITMENTS AND CONTINGENCIES (Note 8)
		$	1,647,729		$	1,983,278
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

15OHIO EDISON COMPANY

THE TOLEDO EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,509		$	992
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		7,950			7,572
Amortization (deferral) of regulatory assets, net		(8,499	)		9,897
Purchased power cost recovery reconciliation		41			2,912
Deferred rents and lease market valuation liability		6,141			6,141
Deferred income taxes and investment tax credits, net		11,287			(2,151	)
Accrued compensation and retirement benefits		837			397
Accrued regulatory obligations		(246	)		4,450
Electric service prepayment programs		-			(1,240	)
Decrease (increase) in operating assets-
Receivables		45,376			(8,395	)
Prepayments and other current assets		(4,569	)		492
Increase (decrease) in operating liabilities-
Accounts payable		(35,414	)		9,018
Accrued taxes		(4,933	)		(4,904	)
Accrued interest		10,050			4,613
Other		(4,373	)		1,465
Net cash provided from (used for) operating activities		31,157			31,259
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemptions and Repayments-
Long-term debt		-			(181	)
Short-term borrowings, net		(225,975	)		(3,977	)
Dividend Payments-
Common stock		(130,000	)		(10,000	)
Other		(58	)		(39	)
Net cash provided from (used for) financing activities		(356,033	)		(14,197	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(9,597	)		(12,233	)
Loans to associated companies, net		(33,587	)		(21,528	)
Redemption of lessor notes		20,509			18,358
Sales of investment securities held in trusts		31,067			44,270
Purchases of investment securities held in trusts		(31,705	)		(44,856	)
Other		(1,227	)		(1,072	)
Net cash provided from (used for) investing activities		(24,540	)		(17,061	)
Net change in cash and cash equivalents		(349,416	)		1
Cash and cash equivalents at beginning of period		436,712			14
Cash and cash equivalents at end of period	$	87,296		$	15
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED BALANCE SHEETS
(Unaudited)


	June 30,			December 31,
	2010			2009
	*(In thousands)*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	51,679		$	324,175
Receivables-
Customers (less accumulated provisions of $4,685,000 and $5,119,000, respectively, for uncollectible accounts)		202,983			209,384
Associated companies		68,005			98,874
Other (less accumulated provisions of $6,000 and $18,000, respectively, for uncollectible accounts)		13,065			14,155
Notes receivable from associated companies		106,232			118,651
Prepayments and other		14,748			15,964

		456,712			781,203

UTILITY PLANT:
In service		3,086,689			3,036,467
Less — Accumulated provision for depreciation		1,189,802			1,165,394

		1,896,887			1,871,073
Construction work in progress		36,866			31,171

		1,933,753			1,902,244

OTHER PROPERTY AND INVESTMENTS:
Investment in lease obligation bonds		204,812			216,600
Nuclear plant decommissioning trusts		126,405			120,812
Other		96,633			96,861

		427,850			434,273

DEFERRED CHARGES AND OTHER ASSETS:
Regulatory assets		422,559			465,331
Pension assets		36,199			19,881
Property taxes		67,037			67,037
Unamortized sales and leaseback costs		32,626			35,127
Other		17,765			39,881

		576,186			627,257

	$	3,394,501		$	3,744,977

LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	7,975		$	2,723
Short-term borrowings-
Associated companies		—			92,863
Other		653			807
Accounts payable-
Associated companies		54,891			102,763
Other		31,087			40,423
Accrued taxes		55,976			81,868
Accrued interest		25,639			25,749
Other		79,382			81,424

		255,603			428,620

CAPITALIZATION:
Common stockholder’s equity-
Common stock, without par value, authorized 175,000,000 shares - 60 shares outstanding		949,822			1,154,797
Accumulated other comprehensive loss		(159,096	)		(163,577	)
Retained earnings		58,112			29,890

Total common stockholder’s equity		848,838			1,021,110
Noncontrolling interest		6,100			6,442

Total equity		854,938			1,027,552
Long-term debt and other long-term obligations		1,152,303			1,160,208

		2,007,241			2,187,760

NONCURRENT LIABILITIES:
Accumulated deferred income taxes		678,669			660,114
Accumulated deferred investment tax credits		10,882			11,406
Retirement benefits		171,056			174,925
Asset retirement obligations		81,941			85,926
Other		189,109			196,226

		1,131,657			1,128,597

COMMITMENTS AND CONTINGENCIES (Note 8)
	$	3,394,501		$	3,744,977

JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
REVENUES:
Electric sales	$	691,392		$	760,920
Excise tax collections		12,352			12,731
Total revenues		703,744			773,651
EXPENSES:
Purchased power		414,016			481,241
Other operating costs		95,660			85,870
Provision for depreciation		27,971			25,103
Amortization of regulatory assets, net		69,448			86,831
General taxes		16,436			17,496
Total expenses		623,531			696,541
OPERATING INCOME		80,213			77,110
OTHER INCOME (EXPENSE):
Miscellaneous income		1,833			805
Interest expense		(29,423	)		(27,868	)
Capitalized interest		133			62
Total other expense		(27,457	)		(27,001	)
INCOME BEFORE INCOME TAXES		52,756			50,109
INCOME TAXES		23,530			22,551
NET INCOME		29,226			27,558
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits		15,928			4,121
Unrealized gain on derivative hedges		69			69
Other comprehensive income		15,997			4,190
Income tax expense related to other comprehensive income		6,558			1,430
Other comprehensive income, net of tax		9,439			2,760
TOTAL COMPREHENSIVE INCOME	$	38,665		$	30,318
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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

179

JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,			December 31,
	2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1		$	27
Receivables-
Customers (less accumulated provisions of $3,668,000 and $3,506,000
respectively, for uncollectible accounts)		282,611			300,991
Associated companies		42			12,884
Other		19,842			21,877
Notes receivable - associated companies		110,552			102,932
Prepaid taxes		17,044			34,930
Other		14,370			12,945
		444,462			486,586
UTILITY PLANT:
In service		4,493,540			4,463,490
Less - Accumulated provision for depreciation		1,630,664			1,617,639
		2,862,876			2,845,851
Construction work in progress		49,025			54,251
		2,911,901			2,900,102
OTHER PROPERTY AND INVESTMENTS:
Nuclear fuel disposal trust		202,532			199,677
Nuclear plant decommissioning trusts		172,984			166,768
Other		2,158			2,149
		377,674			368,594
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		1,810,936			1,810,936
Regulatory assets		855,740			888,143
Other		22,902			27,096
		2,689,578			2,726,175
	$	6,423,615		$	6,481,457
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	31,084		$	30,639
Accounts payable-
Associated companies		24,346			26,882
Other		139,945			168,093
Accrued taxes		42,274			12,594
Accrued interest		30,072			18,256
Other		98,468			111,156
		366,189			367,620
CAPITALIZATION
Common stockholder's equity-
Common stock, $10 par value, authorized 16,000,000 shares-
13,628,447 shares outstanding		136,284			136,284
Other paid-in capital		2,506,864			2,507,049
Accumulated other comprehensive loss		(233,573	)		(243,012	)
Retained earnings		139,300			200,075
Total common stockholder's equity		2,548,875			2,600,396
Long-term debt and other long-term obligations		1,794,558			1,801,589
		4,343,433			4,401,985
NONCURRENT LIABILITIES:
Power purchase contract liability		399,762			399,105
Accumulated deferred income taxes		701,998			687,545
Nuclear fuel disposal costs		196,551			196,511
Asset retirement obligations		103,209			101,568
Retirement benefits		131,718			150,603
Other		180,755			176,520
		1,713,993			1,711,852
COMMITMENTS AND CONTINGENCIES (Note 8)
	$	6,423,615		$	6,481,457
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

18OHIO EDISON COMPANY

JERSEY CENTRAL POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	29,226		$	27,558
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		27,971			25,103
Amortization of regulatory assets, net		69,448			86,831
Deferred purchased power and other costs		(32,775	)		(28,369	)
Deferred income taxes and investment tax credits, net		(2,082	)		(6,408	)
Accrued compensation and retirement benefits		(5,847	)		(7,481	)
Cash collateral returned to suppliers		(23,400	)		(209	)
Decrease in operating assets:
Receivables		33,257			27,143
Prepayments and other current assets		16,472			4,792
Increase (decrease) in operating liabilities:
Accounts payable		(40,992	)		(30,029	)
Accrued taxes		50,857			33,114
Accrued interest		11,816			21,249
Tax collections payable		14,544			5,935
Other		466			1,955
Net cash provided from operating activities		148,961			161,184
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt		-			299,619
Redemptions and Repayments-
Common stock		-			(150,000	)
Long-term debt		(6,773	)		(6,402	)
Short-term borrowings, net		-			(121,380	)
Dividend Payments-
Common stock		(90,000	)		(63,000	)
Other		-			(2,152	)
Net cash used for financing activities		(96,773	)		(43,315	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(37,338	)		(37,372	)
Loans to associated companies, net		(7,620	)		(75,108	)
Sales of investment securities held in trusts		190,198			115,483
Purchases of investment securities held in trusts		(194,748	)		(120,062	)
Other		(2,706	)		(872	)
Net cash used for investing activities		(52,214	)		(117,931	)
Net change in cash and cash equivalents		(26	)		(62	)
Cash and cash equivalents at beginning of period		27			66
Cash and cash equivalents at end of period	$	1		$	4
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Six Months Ended
	June 30
	2010			2009
	*(In thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	73,484		$	45,276
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		43,894			43,509
Amortization of regulatory assets, net		38,769			42,506
Purchased power cost recovery reconciliation		(1,514	)		11,068
Amortization of lease costs		(4,619	)		(4,540	)
Deferred income taxes and investment tax credits, net		4,964			(11,252	)
Accrued compensation and retirement benefits		(16,154	)		(4,593	)
Accrued regulatory obligations		(2,309	)		18,350
Electric service prepayment programs		—			(4,603	)
Cash collateral from suppliers		1,215			6,380
Decrease (increase) in operating assets-
Receivables		49,250			(16,509	)
Prepayments and other current assets		5,072			(6,290	)
Increase (decrease) in operating liabilities-
Accounts payable		(57,208	)		(4,820	)
Accrued taxes		(25,685	)		(19,523	)
Accrued interest		(110	)		36
Other		(4	)		10,086

Net cash provided from operating activities		109,045			105,081


CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt		—			100,000
Short-term borrowings, net		—			114,617
Redemptions and Repayments-
Long-term debt		(2,957	)		(100,984	)
Short-term borrowings, net		(93,017	)		—
Common stock dividend payments		(250,000	)		(125,000	)
Other		(881	)		(1,627	)

Net cash used for financing activities		(346,855	)		(12,994	)


CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(71,698	)		(69,512	)
Lease improvement payments from associated companies		18,375			—
Sales of investment securities held in trusts		59,804			24,941
Purchases of investment securities held in trusts		(64,063	)		(30,877	)
Loan repayments from associated companies, net		12,420			51,803
Cash investments		11,774			7,929
Other		(1,298	)		1,098

Net cash used for investing activities		(34,686	)		(14,618	)


Net change in cash and cash equivalents		(272,496	)		77,469
Cash and cash equivalents at beginning of period		324,175			146,343

Cash and cash equivalents at end of period	$	51,679		$	223,812

METROPOLITAN EDISON COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
REVENUES:
Electric sales	$	451,560		$	409,686
Gross receipts tax collections		21,567			19,983
Total revenues		473,127			429,669
EXPENSES:
Purchased power from affiliates		161,080			100,077
Purchased power from non-affiliates		91,928			123,911
Other operating costs		101,983			106,357
Provision for depreciation		12,758			12,139
Amortization of regulatory assets, net		48,800			27,591
General taxes		21,740			21,935
Total expenses		438,289			392,010
OPERATING INCOME		34,838			37,659
OTHER INCOME (EXPENSE):
Interest income		1,217			3,186
Miscellaneous income		2,173			856
Interest expense		(13,773	)		(13,359	)
Capitalized interest		126			15
Total other expense		(10,257	)		(9,302	)
INCOME BEFORE INCOME TAXES		24,581			28,357
INCOME TAXES		12,266			11,735
NET INCOME		12,315			16,622
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits		9,709			4,553
Unrealized gain on derivative hedges		84			84
Other comprehensive income		9,793			4,637
Income tax expense related to other comprehensive income		4,177			1,793
Other comprehensive income, net of tax		5,616			2,844
TOTAL COMPREHENSIVE INCOME	$	17,931		$	19,466
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these
financial statements.

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

2010

METROPOLITAN EDISON COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,			December 31,
	2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	128		$	120
Receivables-
Customers (less accumulated provisions of $4,341,000 and $4,044,000,
respectively, for uncollectible accounts)		171,347			171,052
Associated companies		40,651			29,413
Other		11,189			11,650
Notes receivable from associated companies		11,767			97,150
Prepaid taxes		67,672			15,229
Other		1,057			1,459
		303,811			326,073
UTILITY PLANT:
In service		2,178,625			2,162,815
Less - Accumulated provision for depreciation		818,724			810,746
		1,359,901			1,352,069
Construction work in progress		20,450			14,901
		1,380,351			1,366,970
OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts		275,356			266,479
Other		888			890
		276,244			267,369
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		416,499			416,499
Regulatory assets		392,651			356,754
Power purchase contract asset		136,702			176,111
Other		41,513			36,544
		987,365			985,908
	$	2,947,771		$	2,946,320
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	28,500		$	128,500
Short-term borrowings-
Associated companies		48,793			-
Accounts payable-
Associated companies		51,742			40,521
Other		22,550			41,050
Accrued taxes		31,130			11,170
Accrued interest		11,688			17,362
Other		25,971			24,520
		220,374			263,123
CAPITALIZATION:
Common stockholder's equity-
Common stock, without par value, authorized 900,000 shares-
859,500 shares outstanding		1,196,943			1,197,070
Accumulated other comprehensive loss		(137,935	)		(143,551	)
Retained Earnings		16,714			4,399
Total common stockholder's equity		1,075,722			1,057,918
Long-term debt and other long-term obligations		713,900			713,873
		1,789,622			1,771,791
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		457,231			453,462
Accumulated deferred investment tax credits		7,201			7,313
Nuclear fuel disposal costs		44,400			44,391
Asset retirement obligations		183,309			180,297
Retirement benefits		30,288			33,605
Power purchase contract liability		167,120			143,135
Other		48,226			49,203
		937,775			911,406
COMMITMENTS AND CONTINGENCIES (Note 8)
	$	2,947,771		$	2,946,320
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

21THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

METROPOLITAN EDISON COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,315		$	16,622
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		12,758			12,139
Amortization of regulatory assets, net		48,800			27,591
Deferred costs recoverable as regulatory assets		(18,276	)		(19,633	)
Deferred income taxes and investment tax credits, net		(10,308	)		4,657
Accrued compensation and retirement benefits		(2,527	)		1,029
Cash collateral to suppliers		(700	)		(9,500	)
Increase in operating assets-
Receivables		(5,083	)		(9,860	)
Prepayments and other current assets		(52,040	)		(50,422	)
Increase (decrease) in operating liabilities-
Accounts payable		(7,279	)		(8,058	)
Accrued taxes		19,960			(7,749	)
Accrued interest		(5,674	)		4,803
Other		2,373			2,460
Net cash used for operating activities		(5,681	)		(35,921	)
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt		-			300,000
Short-term borrowings, net		48,793			-
Redemptions and Repayments-
Long-term debt		(100,000	)		-
Short-term borrowings, net		-			(15,003	)
Other		-			(2,150	)
Net cash provided from (used for) financing activities		(51,207	)		282,847
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(25,526	)		(25,922	)
Sales of investment securities held in trusts		143,713			27,800
Purchases of investment securities held in trusts		(146,056	)		(29,821	)
Loan repayments from (loans to) associated companies, net		85,383			(218,168	)
Other		(618	)		(832	)
Net cash provided from (used for) investing activities		56,896			(246,943	)
Net increase (decrease) in cash and cash equivalents		8			(17	)
Cash and cash equivalents at beginning of period		120			144
Cash and cash equivalents at end of period	$	128		$	127
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these
financial statements.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)


	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	*(In thousands)*
STATEMENTS OF INCOME
REVENUES:
Electric sales	$	280,180		$	458,287		$	592,677		$	889,692
Excise tax collections		15,495			16,799			33,068			35,119

Total revenues		295,675			475,086			625,745			924,811


EXPENSES:
Purchased power from affiliates		83,532			243,499			178,497			482,371
Purchased power from non-affiliates		48,541			49,414			100,367			121,160
Other operating expenses		28,937			39,177			60,172			104,007
Provision for depreciation		18,336			17,852			36,447			36,132
Amortization of regulatory assets		30,807			29,580			75,946			286,317
Deferral of new regulatory assets		—			(39,771	)		—			(134,587	)
General taxes		28,840			36,856			67,329			74,997

Total expenses		238,993			376,607			518,758			970,397


OPERATING INCOME (LOSS)		56,682			98,479			106,987			(45,586	)


OTHER INCOME (EXPENSE):
Investment income		6,605			7,614			14,152			16,034
Miscellaneous expense		675			798			1,257			2,792
Interest expense		(33,262	)		(32,757	)		(66,883	)		(66,079	)
Capitalized interest		7			51			33			118

Total other expense		(25,975	)		(24,294	)		(51,441	)		(47,135	)


INCOME (LOSS) BEFORE INCOME TAXES		30,707			74,185			55,546			(92,721	)

INCOME TAX EXPENSE (BENEFIT)		8,785			26,461			19,628			(35,045	)


NET INCOME (LOSS)		21,922			47,724			35,918			(57,676	)


Noncontrolling interest income		366			419			785			877


EARNINGS (LOSS) AVAILABLE TO PARENT	$	21,556		$	47,305		$	35,133		$	(58,553	)


STATEMENTS OF COMPREHENSIVE INCOME

NET INCOME (LOSS)	$	21,922		$	47,724		$	35,918		$	(57,676	)


OTHER COMPREHENSIVE INCOME (LOSS):
Pension and other postretirement benefits		3,228			43,903			(19,357	)		47,870
Income tax expense (benefit) related to other comprehensive income		976			17,936			(7,301	)		19,306

Other comprehensive income (loss), net of tax		2,252			25,967			(12,056	)		28,564


COMPREHENSIVE INCOME (LOSS)		24,174			73,691			23,862			(29,112	)

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		366			419			785			877


COMPREHENSIVE INCOME (LOSS) AVAILABLE TO PARENT	$	23,808		$	73,272		$	23,077		$	(29,989	)

PENNSYLVANIA ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
REVENUES:
Electric sales	$	385,936		$	371,293
Gross receipts tax collections		17,524			17,292
Total revenues		403,460			388,585
EXPENSES:
Purchased power from affiliates		168,400			96,081
Purchased power from non-affiliates		91,423			127,166
Other operating costs		72,394			77,289
Provision for depreciation		14,682			14,455
Amortization (deferral) of regulatory assets, net		(9,966	)		8,776
General taxes		16,534			20,593
Total expenses		353,467			344,360
OPERATING INCOME		49,993			44,225
OTHER INCOME (EXPENSE):
Miscellaneous income		1,613			798
Interest expense		(17,290	)		(13,233	)
Capitalized interest		140			22
Total other expense		(15,537	)		(12,413	)
INCOME BEFORE INCOME TAXES		34,456			31,812
INCOME TAXES		17,157			13,122
NET INCOME		17,299			18,690
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits		8,547			2,955
Unrealized gain on derivative hedges		16			16
Change in unrealized gain on available-for-sale securities		-			(22	)
Other comprehensive income		8,563			2,949
Income tax expense related to other comprehensive income		3,284			1,055
Other comprehensive income, net of tax		5,279			1,894
TOTAL COMPREHENSIVE INCOME	$	22,578		$	20,584
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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

2311

PENNSYLVANIA ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,			December 31,
	2010			2009
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12		$	14
Receivables-
Customers (less accumulated provisions of $3,768,000 and $3,483,000,
respectively, for uncollectible accounts)		138,010			139,302
Associated companies		92,197			77,338
Other		14,696			18,320
Notes receivable from associated companies		14,311			14,589
Prepaid taxes		69,403			18,946
Other		1,128			1,400
		329,757			269,909
UTILITY PLANT:
In service		2,453,558			2,431,737
Less - Accumulated provision for depreciation		908,550			901,990
		1,545,008			1,529,747
Construction work in progress		22,966			24,205
		1,567,974			1,553,952
OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts		147,757			142,603
Non-utility generation trusts		120,764			120,070
Other		287			289
		268,808			262,962
DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		768,628			768,628
Regulatory assets		119,483			9,045
Power purchase contract asset		5,456			15,362
Other		17,447			19,143
		911,014			812,178
	$	3,077,553		$	2,899,001
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	69,310		$	69,310
Short-term borrowings-
Associated companies		92,807			41,473
Accounts payable-
Associated companies		56,911			39,884
Other		23,680			41,990
Accrued taxes		4,267			6,409
Accrued interest		24,480			17,598
Other		23,300			22,741
		294,755			239,405
CAPITALIZATION:
Common stockholder's equity-
Common stock, $20 par value, authorized 5,400,000 shares-
4,427,577 shares outstanding		88,552			88,552
Other paid-in capital		913,403			913,437
Accumulated other comprehensive loss		(156,825	)		(162,104	)
Retained earnings		108,800			91,501
Total common stockholder's equity		953,930			931,386
Long-term debt and other long-term obligations		1,072,190			1,072,181
		2,026,120			2,003,567
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		274,846			242,040
Retirement benefits		166,509			174,306
Asset retirement obligations		93,374			91,841
Power purchase contract liability		171,244			100,849
Other		50,705			46,993
		756,678			656,029
COMMITMENTS AND CONTINGENCIES (Note 8)
	$	3,077,553		$	2,899,001
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

24THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

PENNSYLVANIA ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
	2010			2009
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	17,299		$	18,690
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		14,682			14,455
Amortization (deferral) of regulatory assets, net		(9,966	)		8,776
Deferred costs recoverable as regulatory assets		(20,461	)		(20,022	)
Deferred income taxes and investment tax credits, net		21,772			11,833
Accrued compensation and retirement benefits		(169	)		431
Cash collateral		(400	)		-
Increase in operating assets-
Receivables		(4,641	)		(1,709	)
Prepayments and other current assets		(50,186	)		(49,707	)
Increase (Decrease) in operating liabilities-
Accounts payable		(1,348	)		(5,340	)
Accrued taxes		(2,142	)		(9,065	)
Accrued interest		6,882			599
Other		7,162			(988	)
Net cash used for operating activities		(21,516	)		(32,047	)
CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Short-term borrowings, net		51,334			80,632
Dividend Payments-
Common stock		-			(15,000	)
Other		(6	)		-
Net cash provided from financing activities		51,328			65,632
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(27,388	)		(28,190	)
Sales of investment securities held in trusts		93,057			18,800
Purchases of investment securities held in trusts		(94,464	)		(22,108	)
Loan repayments to associated companies, net		279			(365	)
Other		(1,298	)		(1,732	)
Net cash used for investing activities		(29,814	)		(33,595	)
Net change in cash and cash equivalents		(2	)		(10	)
Cash and cash equivalents at beginning of period		14			23
Cash and cash equivalents at end of period	$	12		$	13
The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

CONSOLIDATED BALANCE SHEETS
(Unaudited)


	June 30,			December 31,
	2010			2009
	*(In thousands)*
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	245		$	86,230
Receivables-
Customers (less accumulated provisions of $4,809,000 and $5,239,000, respectively, for uncollectible accounts)		198,970			209,335
Associated companies		73,008			98,954
Other		10,377			11,661
Notes receivable from associated companies		24,480			26,802
Prepayments and other		4,390			9,973

		311,470			442,955

UTILITY PLANT:
In service		2,350,804			2,310,074
Less — Accumulated provision for depreciation		911,368			888,169

		1,439,436			1,421,905
Construction work in progress		30,665			36,907

		1,470,101			1,458,812

OTHER PROPERTY AND INVESTMENTS:
Investment in lessor notes		340,033			388,641
Other		10,108			10,220

		350,141			398,861

DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		1,688,521			1,688,521
Regulatory assets		468,119			545,505
Pension assets (Note 5)		—			13,380
Property taxes		77,319			77,319
Other		12,912			12,777

		2,246,872			2,337,502

	$	4,378,584		$	4,638,130

LIABILITIES AND CAPITALIZATION

CURRENT LIABILITIES:
Currently payable long-term debt	$	137		$	117
Short-term borrowings-
Associated companies		224,031			339,728
Accounts payable-
Associated companies		35,605			68,634
Other		15,707			17,166
Accrued taxes		77,051			90,511
Accrued interest		18,557			18,466
Other		49,897			45,440

		420,985			580,062

CAPITALIZATION:
Common stockholders’ equity-
Common stock, without par value, authorized 105,000,000 shares, 67,930,743 shares outstanding		884,878			884,897
Accumulated other comprehensive loss		(150,214	)		(138,158	)
Retained earnings		532,380			597,248

Total common stockholders’ equity		1,267,044			1,343,987
Noncontrolling interest		18,017			20,592

Total equity		1,285,061			1,364,579
Long-term debt and other long-term obligations		1,852,488			1,872,750

		3,137,549			3,237,329

NONCURRENT LIABILITIES:
Accumulated deferred income taxes		632,696			644,745
Accumulated deferred investment tax credits		11,415			11,836
Retirement benefits		81,872			69,733
Other		94,067			94,425

		820,050			820,739

COMMITMENTS AND CONTINGENCIES (Note 8)
	$	4,378,584		$	4,638,130

~~COMBINED~~The ~~NOTES~~accompanying TOCombined ~~THE~~Notes ~~CONSOLIDATED~~to ~~FINANCIAL~~the ~~STATEMENTS~~Consolidated ~~(UNAUDITED)~~Financial Statements are an integral part of these financial statements.

~~1. ORGANIZATION AND BASIS OF PRESENTATION~~12

FirstEnergyTable is a diversified energy company that holds, directly or indirectly, all of the outstanding common stock of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), ATSI, JCP&L, Met-Ed, Penelec, FENOC, FES and its subsidiaries FGCO and NGC, and FESC.Contents

~~FirstEnergy~~THE ~~and~~CLEVELAND ~~its~~ELECTRIC ~~subsidiaries~~ILLUMINATING follow GAAP and comply with the regulations, orders, policies and practices prescribed by the SEC, the FERC and, as applicable, the PUCO, the PPUC and the NJBPU. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. The reported results of operations are not indicative of results of operations for any future period. In preparing the financial statements, FirstEnergy and its subsidiaries have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.COMPANY

~~These~~CONSOLIDATED ~~statements~~STATEMENTS ~~should~~OF beCASH read in conjunction with the financial statements and notes included in the combined Annual Report on Form 10-K for the year ended December 31, 2009 for FirstEnergy, FES and the Utilities, as applicable. The consolidated unaudited financial statements of FirstEnergy, FES and each of the Utilities reflect all normal recurring adjustments that, in the opinion of management, are necessary to fairly present results of operations for the interim periods. Certain prior year amounts have been reclassified to conform to the current year presentation. Unless otherwise indicated, defined terms used herein have the meanings set forth in the accompanying Glossary of Terms.FLOWS (Unaudited)

FirstEnergy and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation. FirstEnergy consolidates a VIE when it is determined that it is the primary beneficiary (see Note 6). Investments in affiliates over which FirstEnergy and its subsidiaries have the ability to exercise significant influence, but are not the primary beneficiary and do not exercise control, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage share of the entity's earnings is reported in the Consolidated Statements of Income.


	Six Months Ended
	June 30
	2010			2009
	*(In thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	35,918		$	(57,676	)
Adjustments to reconcile net income (loss) to net cash from operating activities-
Provision for depreciation		36,447			36,132
Amortization of regulatory assets, net		75,946			286,317
Deferral of new regulatory assets		—			(134,587	)
Purchased power cost recovery reconciliation		—			2,072
Deferred income taxes and investment tax credits, net		(18,083	)		(58,506	)
Accrued compensation and retirement benefits		5,421			2,092
Accrued regulatory obligations		(444	)		12,057
Electric service prepayment programs		—			(3,510	)
Cash collateral from suppliers		685			5,365
Decrease (increase) in operating assets-
Receivables		51,757			(84,469	)
Prepayments and other current assets		5,392			(1,145	)
Increase (decrease) in operating liabilities-
Accounts payable		(34,488	)		18,991
Accrued taxes		(11,317	)		(29,434	)
Accrued interest		91			232
Other		1,932			3,265

Net cash provided from (used for) operating activities		149,257			(2,804	)


CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Short-term borrowings, net		—			47,423
Redemptions and Repayments-
Long-term debt		(54	)		(368	)
Short-term borrowings, net		(136,013	)		—
Common stock dividend payments		(100,000	)		(25,000	)
Other		(3,367	)		(3,019	)

Net cash provided from (used for) financing activities		(239,434	)		19,036


CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(44,373	)		(46,434	)
Loan repayments from (loans to) associated companies, net		2,322			(5,449	)
Redemptions of lessor notes		48,608			37,070
Other		(2,365	)		(1,415	)

Net cash provided from (used for) investing activities		4,192			(16,228	)


Net change in cash and cash equivalents		(85,985	)		4
Cash and cash equivalents at beginning of period		86,230			226

Cash and cash equivalents at end of period	$	245		$	230

~~2. EARNINGS~~The ~~PER~~accompanying ~~SHARE~~Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

Basic earnings per share of common stock is computed using the weighted average of actual common shares outstanding during the respective period as the denominator. The denominator for diluted earnings per share of common stock reflects the weighted average of common shares outstanding plus the potential additional common shares that could result if dilutive securities and other agreements to issue common stock were exercised. The following table reconciles basic and diluted earnings per share of common stock:13

	Three Months Ended
Reconciliation of Basic and Diluted Earnings per Share	March 31
of Common Stock	2010		2009
	(In millions, except per share amounts)
Earnings available to FirstEnergy Corp.	$	155	$	119
Weighted average number of basic shares outstanding		304		304
Assumed exercise of dilutive stock options and awards		2		2
Weighted average number of diluted shares outstanding		306		306
Basic earnings per share of common stock	$	0.51	$	0.39
Diluted earnings per share of common stock	$	0.51	$	0.39

26THE TOLEDO EDISON COMPANY

~~3. FAIR~~CONSOLIDATED ~~VALUE~~STATEMENTS OF ~~FINANCIAL~~INCOME ~~INSTRUMENTS~~AND COMPREHENSIVE INCOME (Unaudited)

(A) LONG-TERM DEBT AND OTHER LONG-TERM OBLIGATIONS


	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	*(In thousands)*
STATEMENTS OF INCOME

REVENUES:
Electric sales	$	114,691		$	219,911		$	240,122		$	456,996
Excise tax collections		6,059			6,297			13,100			14,026

Total revenues		120,750			226,208			253,222			471,022


EXPENSES:
Purchased power from affiliates		38,654			130,564			85,654			255,888
Purchased power from non-affiliates		23,675			18,244			49,784			58,781
Other operating expenses		25,499			35,480			51,044			80,484
Provision for depreciation		8,013			7,717			15,963			15,289
Amortization (deferral) of regulatory assets, net		(1,800	)		11,771			(10,299	)		21,668
General taxes		12,282			12,349			25,743			26,599

Total expenses		106,323			216,125			217,889			458,709


OPERATING INCOME		14,427			10,083			35,333			12,313


OTHER INCOME (EXPENSE):
Investment income		5,057			7,529			8,857			13,013
Miscellaneous income (expense)		(945	)		1,375			(2,351	)		35
Interest expense		(10,455	)		(9,262	)		(20,942	)		(14,795	)
Capitalized interest		80			50			158			92

Total other expense		(6,263	)		(308	)		(14,278	)		(1,655	)


INCOME BEFORE INCOME TAXES		8,164			9,775			21,055			10,658

INCOME TAXES		948			3,370			6,330			3,261


NET INCOME		7,216			6,405			14,725			7,397


Noncontrolling interest income		2			1			5			3


EARNINGS AVAILABLE TO PARENT	$	7,214		$	6,404		$	14,720		$	7,394


STATEMENTS OF COMPREHENSIVE INCOME

NET INCOME	$	7,216		$	6,405		$	14,725		$	7,397


OTHER COMPREHENSIVE INCOME (LOSS):
Pension and other postretirement benefits		714			19,016			1,010			19,149
Change in unrealized gain on available-for-sale securities		(330	)		(2,739	)		39			(3,548	)

Other comprehensive income		384			16,277			1,049			15,601
Income tax expense related to other comprehensive income		65			7,224			235			7,205

Other comprehensive income, net of tax		319			9,053			814			8,396


COMPREHENSIVE INCOME		7,535			15,458			15,539			15,793

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		2			1			5			3


COMPREHENSIVE INCOME AVAILABLE TO PARENT	$	7,533		$	15,457		$	15,534		$	15,790

~~All~~The ~~borrowings~~accompanying ~~with~~Combined ~~initial~~Notes ~~maturities~~to ~~of less than one year are defined as short-term financial instruments under GAAP and are reported on~~ the Consolidated ~~Balance~~Financial ~~Sheets~~Statements atare ~~cost,~~an ~~which~~integral ~~approximates~~part ~~their fair market value, in the caption "short-term borrowings." The following table provides the approximate fair value and related carrying amounts~~ of these ~~long-term~~financial ~~debt and other long-term obligations as of March 31, 2010 and December 31, 2009:~~statements.

	March 31, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(In millions)
FirstEnergy	$	13,581	$	14,373	$	13,753	$	14,502
FES		4,224		4,366		4,224		4,306
OE		1,167		1,293		1,169		1,299
CEI		1,853		2,018		1,873		2,032
TE		600		639		600		638
JCP&L		1,833		1,932		1,840		1,950
Met-Ed		742		808		842		909
Penelec		1,144		1,186		1,144		1,177

TheTable fair values of long-term debt and other long-term obligations reflect the present value of the cash outflows relating to those securities based on the current call price, the yield to maturity or the yield to call, as deemed appropriate at the end of each respective period. The yields assumed were based on securities with similar characteristics offered by corporations with credit ratings similar to those of FES and the Utilities.Contents

~~(B)~~THE ~~INVESTMENTS~~TOLEDO EDISON COMPANY

~~All~~CONSOLIDATED ~~temporary~~BALANCE cash investments purchased with an initial maturity of three months or less are reported as cash equivalents on the Consolidated Balance Sheets at cost, which approximates their fair market value. Investments other than cash and cash equivalents include held-to-maturity securities, available-for-sale securities, and notes receivable.SHEETS (Unaudited)

Available-For-Sale Securities


	June 30,			December 31,
	2010			2009
	*(In thousands)*
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	77,843		$	436,712
Receivables-
Customers		128			75
Associated companies		52,068			90,191
Other (less accumulated provisions of $298,000 and $208,000, respectively, for uncollectible accounts)		18,866			20,180
Notes receivable from associated companies		95,919			85,101
Prepayments and other		3,503			7,111

		248,327			639,370

UTILITY PLANT:
In service		932,788			912,930
Less — Accumulated provision for depreciation		437,327			427,376

		495,461			485,554
Construction work in progress		7,906			9,069

		503,367			494,623

OTHER PROPERTY AND INVESTMENTS:
Investment in lessor notes		103,872			124,357
Nuclear plant decommissioning trusts		75,540			73,935
Other		1,539			1,580

		180,951			199,872

DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		500,576			500,576
Regulatory assets		81,799			69,557
Property taxes		23,658			23,658
Other		38,655			55,622

		644,688			649,413

	$	1,577,333		$	1,983,278

LIABILITIES AND CAPITALIZATION

CURRENT LIABILITIES:
Currently payable long-term debt	$	216		$	222
Accounts payable-
Associated companies		16,535			78,341
Other		6,972			8,312
Notes payable to associated companies		—			225,975
Accrued taxes		20,069			25,734
Lease market valuation liability		36,900			36,900
Other		22,244			29,273

		102,936			404,757

CAPITALIZATION:
Common stockholders’ equity-
Common stock, $5 par value, authorized 60,000,000 shares, 29,402,054 shares outstanding		147,010			147,010
Other paid-in-capital		178,136			178,181
Accumulated other comprehensive loss		(48,989	)		(49,803	)
Retained earnings		99,210			214,490

Total common stockholders’ equity		375,367			489,878
Noncontrolling interest		2,590			2,696

Total equity		377,957			492,574
Long-term debt and other long-term obligations		600,463			600,443

		978,420			1,093,017

NONCURRENT LIABILITIES:
Accumulated deferred income taxes		112,670			80,508
Accumulated deferred investment tax credits		6,148			6,367
Retirement benefits		67,507			65,988
Asset retirement obligations		27,819			32,290
Lease market valuation liability		217,750			236,200
Other		64,083			64,151

		495,977			485,504

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 8)
	$	1,577,333		$	1,983,278

The ~~following~~accompanying ~~table~~Combined ~~summarizes~~Notes to the ~~amortized~~Consolidated ~~cost~~Financial ~~basis,~~Statements ~~unrealized~~are ~~gains~~an ~~and~~integral ~~losses and fair values~~ part of ~~investments~~these ~~held~~financial ~~in nuclear decommissioning trusts, nuclear fuel disposal trusts and NUG trusts as of March 31, 2010 and December 31, 2009:~~statements.

	March 31, 2010(1)								December 31, 2009(2)
	Cost		Unrealized		Unrealized		Fair		Cost		Unrealized		Unrealized		Fair
	Basis		Gains		Losses		Value		Basis		Gains		Losses		Value
Debt securities	(In millions)
FirstEnergy	$	1,741	$	23	$	-	$	1,764	$	1,727	$	22	$	-	$	1,749
FES		1,052		8		-		1,060		1,043		3		-		1,046
OE		55		-		-		55		55		-		-		55
TE		72		-		-		72		72		-		-		72
JCP&L		264		8		-		272		271		9		-		280
Met-Ed		127		3		-		130		120		5		-		125
Penelec		171		4		-		175		166		5		-		171
Equity securities
FirstEnergy	$	268	$	42	$	-	$	310	$	252	$	43	$	-	$	295
FES		-		-		-		-		-		-		-		-
OE		-		-		-		-		-		-		-		-
JCP&L		80		9		-		89		74		11		-		85
Met-Ed		125		22		-		147		117		23		-		140
Penelec		63		11		-		74		61		9		-		70
(1) Excludes cash balances: FirstEnergy - $131 million; FES - $32 million; OE - $65 million; TE - $1 million; JCP&L - $15 million; Met-Ed - $(2) million and Penelec - $20 million. (2) Excludes cash balances: FirstEnergy - $137 million; FES - $43 million; OE - $66 million; TE - $2 million; JCP&L - $3 million and Penelec - $23 million.

27Table of Contents

~~Proceeds~~THE ~~from~~TOLEDO ~~the~~EDISON ~~sale of investments in available-for-sale securities, realized gains and losses on those sales, and interest and dividend income for the three-month period ended March 31, 2010 were as follows:~~COMPANY

	FirstEnergy		FES		OE		TE		JCP&L		Met-Ed		Penelec
	(In millions)
Proceeds from sales	$	733	$	272	$	3	$	31	$	190	$	144	$	93
Realized gains		36		13		-		-		8		9		6
Realized losses		50		24		-		-		8		11		7
Interest and dividend income		21		13		-		1		4		2		1

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Held-To-Maturity Securities


	Six Months Ended
	June 30
	2010			2009
	*(In thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	14,725		$	7,397
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		15,963			15,289
Amortization (deferral) of regulatory assets, net		(10,299	)		21,668
Purchased power cost recovery reconciliation		60			(4,197	)
Deferred rents and lease market valuation liability		(42,264	)		(40,697	)
Deferred income taxes and investment tax credits, net		16,503			(1,206	)
Accrued compensation and retirement benefits		2,600			711
Accrued regulatory obligations		(632	)		4,450
Electric service prepayment programs		—			(1,458	)
Cash collateral from suppliers		343			2,755
Decrease (increase) in operating assets-
Receivables		52,754			1,075
Prepayments and other current assets		3,608			(220	)
Increase (decrease) in operating liabilities-
Accounts payable		(61,195	)		5,533
Accrued taxes		(4,007	)		(2,936	)
Accrued interest		—			3,983
Other		(9,020	)		1,788

Net cash provided from (used for) operating activities		(20,861	)		13,935


CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt		—			297,422
Short-term borrowings, net		—			59,938
Redemptions and Repayments-
Long-term debt		(111	)		(236	)
Short-term borrowings, net		(225,975	)		—
Common stock dividend payments		(130,000	)		(25,000	)
Other		(112	)		(247	)

Net cash provided from (used for) financing activities		(356,198	)		331,877


CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(20,237	)		(21,661	)
Leasehold improvement payments from associated companies		32,829			—
Loans to associated companies, net		(10,818	)		(19,819	)
Redemptions of lessor notes		20,485			18,330
Sales of investment securities held in trusts		106,814			77,323
Purchases of investment securities held in trusts		(107,978	)		(78,700	)
Other		(2,905	)		(1,845	)

Net cash provided from (used for) investing activities		18,190			(26,372	)


Net change in cash and cash equivalents		(358,869	)		319,440
Cash and cash equivalents at beginning of period		436,712			14

Cash and cash equivalents at end of period	$	77,843		$	319,454

The ~~following~~accompanying ~~table~~Combined ~~provides~~Notes ~~the amortized cost basis, unrealized gains and losses, and approximate fair values of investments in held-~~to~~-maturity~~ ~~securities~~the asConsolidated ofFinancial ~~March 31,~~Statements ~~2010~~are ~~and~~an ~~December~~integral ~~31, 2009 (excluding emission allowances, employee benefits, cost method investments and equity method investments~~ part of ~~$251 million~~these ~~and~~financial ~~$264 million, respectively, that are not required to be disclosed):~~statements.

	March 31, 2010								December 31, 2009
	Cost		Unrealized		Unrealized		Fair		Cost		Unrealized		Unrealized		Fair
	Basis		Gains		Losses		Value		Basis		Gains		Losses		Value
Debt securities	(In millions)
FirstEnergy	$	494	$	76	$	-	$	570	$	544	$	72	$	-	$	616
OE		217		42		-		259		217		29		-		246
CEI		340		33		-		373		389		43		-		432

NotesTable Receivableof Contents

~~The~~JERSEY ~~following~~CENTRAL ~~table~~POWER ~~provides~~& ~~the~~LIGHT ~~approximate fair value and related carrying amounts of notes receivable as of March 31, 2010 and December 31, 2009:~~COMPANY

	March 31, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Notes receivable	(In millions)
FirstEnergy	$	36	$	35	$	36	$	35
FES		1		1		2		1
OE		-		-		-		-
TE		104		115		124		141

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

The fair value of notes receivable represents the present value of the cash inflows based on the yield to maturity. The yields assumed were based on financial instruments with similar characteristics and terms. The maturity dates range from 2010 to 2040.


	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
				*(In thousands)*
REVENUES:
Electric sales	$	709,606		$	697,061		$	1,400,998		$	1,457,981
Excise tax collections		11,012			11,031			23,364			23,762

Total revenues		720,618			708,092			1,424,362			1,481,743


EXPENSES:
Purchased power		410,470			423,950			824,486			905,191
Other operating expenses		75,177			70,876			170,837			156,746
Provision for depreciation		27,093			25,301			55,064			50,404
Amortization of regulatory assets, net		81,326			80,018			150,774			166,849
General taxes		14,902			12,587			31,338			30,083

Total expenses		608,968			612,732			1,232,499			1,309,273


OPERATING INCOME		111,650			95,360			191,863			172,470


OTHER INCOME (EXPENSE):
Miscellaneous income		1,649			2,007			3,482			2,812
Interest expense		(30,041	)		(29,671	)		(59,464	)		(57,539	)
Capitalized interest		156			218			289			280

Total other expense		(28,236	)		(27,446	)		(55,693	)		(54,447	)


INCOME BEFORE INCOME TAXES		83,414			67,914			136,170			118,023

INCOME TAXES		33,521			29,848			57,051			52,399


NET INCOME		49,893			38,066			79,119			65,624


OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits		4,135			20,918			20,063			25,039
Unrealized gain on derivative hedges		69			69			138			138

Other comprehensive income		4,204			20,987			20,201			25,177
Income tax expense related to other comprehensive income		1,441			11,059			7,999			12,489

Other comprehensive income, net of tax		2,763			9,928			12,202			12,688


TOTAL COMPREHENSIVE INCOME	$	52,656		$	47,994		$	91,321		$	78,312

~~(C)~~The ~~RECURRING~~accompanying ~~FAIR~~Combined ~~VALUE~~Notes ~~MEASUREMENTS~~to the Consolidated Financial Statements are an integral part of these financial statements.

On January 1, 2010, FirstEnergy adopted the FASB Accounting Standards Update (Update) applicable to the Fair Value Measurements and Disclosures Topic. The Update provides amendments that require new disclosures surrounding (1) transfers of Level 1 and Level 2 fair value measurements, including the reason for transfers; (2) purchases, sales, issuances and settlements of Level 3 fair value measurements; (3) additional disaggregation of fair value measurements for each class of assets and liabilities; and (4) inputs and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements.17

FairTable value is the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants on the measurement date. A fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows:Contents

28JERSEY CENTRAL POWER & LIGHT COMPANY

~~Level~~CONSOLIDATED 1BALANCE – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those where transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. FirstEnergy’s Level 1 assets and liabilities primarily consist of exchange-traded derivatives and equity securities listed on active exchanges that are held in various trusts.SHEETS (Unaudited)

Level 2 – Pricing inputs are either directly or indirectly observable in the market as of the reporting date, other than quoted prices in active markets included in Level 1. FirstEnergy’s Level 2 assets and liabilities consist primarily of investments in debt securities held in various trusts and commodity forwards. Additionally, Level 2 includes those financial instruments that are valued using models or other valuation methodologies based on assumptions that are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Instruments in this category include non-exchange-traded derivatives such as forwards and certain interest rate swaps.


	June 30,			December 31,
	2010			2009
	*(In thousands)*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	99		$	27
Receivables-
Customers (less accumulated provisions of $3,362,000 and $3,506,000, respectively, for uncollectible accounts)		345,136			300,991
Associated companies		11,778			12,884
Other		25,626			21,877
Notes receivable — associated companies		17,883			102,932
Prepaid taxes		146,898			34,930
Other		11,357			12,945

		558,777			486,586


UTILITY PLANT:
In service		4,524,706			4,463,490
Less — Accumulated provision for depreciation		1,651,304			1,617,639

		2,873,402			2,845,851
Construction work in progress		55,825			54,251

		2,929,227			2,900,102


OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts		166,148			166,768
Nuclear fuel disposal trust		204,088			199,677
Other		2,209			2,149

		372,445			368,594


DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		1,810,936			1,810,936
Regulatory assets		800,898			888,143
Other		29,849			27,096

		2,641,683			2,726,175

	$	6,502,132		$	6,481,457


LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	31,508		$	30,639
Short-term borrowings-
Associated companies		57,850			—
Accounts payable-
Associated companies		15,158			26,882
Other		202,049			168,093
Accrued taxes		1,786			12,594
Accrued interest		18,189			18,256
Other		82,524			111,156

		409,064			367,620


CAPITALIZATION:
Common stockholders’ equity-
Common stock, $10 par value, authorized 16,000,000 shares, 13,628,447 shares outstanding		136,284			136,284
Other paid-in capital		2,507,003			2,507,049
Accumulated other comprehensive loss		(230,810	)		(243,012	)
Retained earnings		189,194			200,075

Total common stockholders’ equity		2,601,671			2,600,396
Long-term debt and other long-term obligations		1,787,235			1,801,589

		4,388,906			4,401,985


NONCURRENT LIABILITIES:
Accumulated deferred income taxes		705,219			687,545
Nuclear fuel disposal costs		196,623			196,511
Retirement benefits		132,565			150,603
Asset retirement obligations		104,878			101,568
Power purchase contract liability		378,448			399,105
Other		186,429			176,520

		1,704,162			1,711,852

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 8)
	$	6,502,132		$	6,481,457

~~Level~~The 3accompanying –Combined ~~Pricing~~Notes ~~inputs~~to include inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. FirstEnergy develops its view of the ~~future~~Consolidated ~~market~~Financial ~~price~~Statements of key commodities through a combination of market observation and assessment (generally for the short term) and fundamental modeling (generally for the long term). Key fundamental electricity model inputs are ~~generally~~an ~~directly~~integral observable in the market or derived from publicly available historic and forecast data. Some key inputs reflect forecasts published by industry leading consultants who generally employ similar fundamental modeling approaches. Fundamental model inputs and results, as well as the selection part of ~~consultants,~~these ~~reflect~~financial ~~the consensus of appropriate FirstEnergy management~~statements. ~~Level 3 instruments include those that may be more structured or otherwise tailored to customers’ needs. FirstEnergy’s Level 3 instruments consist exclusively of NUG contracts.~~

FirstEnergy utilizes market data and assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. FirstEnergy primarily applies the market approach for recurring fair value measurements using the best information available. Accordingly, FirstEnergy maximizes the use of observable inputs and minimizes the use of unobservable inputs.18

TheTable following tables set forth financial assets and financial liabilities that are accounted for at fair value by level within the fair value hierarchy as of March 31, 2010 and December 31, 2009. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. FirstEnergy's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the fair valuation of assets and liabilities and their placement within the fair value hierarchy levels.Contents

	Recurring Fair Value Measures as of March 31, 2010
	Level 1
Assets		FirstEnergy		FES		TE		OE		JCP&L		Met-Ed		Penelec
Nuclear Decommissioning Trust Investments
Equity securities - consumer products	$	136	$	-	$	-	$	-	$	39	$	65	$	32
Equity securities - technology		59		-		-		-		17		28		14
Equity securities - utilities & energy		59		-		-		-		17		28		14
Equity securities - financial		48		-		-		-		14		23		11
Equity securities - other		8		-		-		-		2		3		3
Total nuclear decommissioning trust investments	$	310	$	-	$	-	$	-	$	89	$	147	$	74
Total assets(1)	$	310	$	-	$	-	$	-	$	89	$	147	$	74
Liabilities
Derivatives – commodity contracts	$	8	$	8	$	-	$	-	$	-	$	-	$	-
Total liabilities	$	8	$	8	$	-	$	-	$	-	$	-	$	-

JERSEY CENTRAL POWER & LIGHT COMPANY

29CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Level 2
	Six Months Ended
Assets		FirstEnergy			FES			TE		OE		JCP&L		Met-Ed		Penelec
	June 30
Nuclear Decommissioning Trust Investments
	2010				2009
Debt securities issued by the U.S. government	$	595		$	345		$	66	$	56	$	32	$	88	$	8
	(In thousands)
Debt securities issued by states of the U.S.		90			-			-		-		30		1		59
CASH FLOWS FROM OPERATING ACTIVITIES:
Debt securities issued by foreign governments		299			299			-		-		-		-		-
Net Income	$	79,119			$	65,624
Corporate debt securities		486			413			7		-		21		39		6
Adjustments to reconcile net income to net cash from operating activities-
Other		90			23			-		65		1		-		1
Provision for depreciation		55,064				50,404
Total nuclear decommissioning trust investments	$	1,560		$	1,080		$	73	$	121	$	84	$	128	$	74
Amortization of regulatory assets, net		150,774				166,849
Rabbi Trust Investments
Deferred purchased power and other costs		(67,664	)			(50,542	)
Equity securities - financial	$	1		$	-		$	-	$	-	$	-	$	-	$	-
Deferred income taxes and investment tax credits, net		(1,425	)			3,440
Other		11			-			-		1		-		-		-
Accrued compensation and retirement benefits		2,608				(2,883	)
Total rabbi trust investments	$	12		$	-		$	-	$	1	$	-	$	-	$	-
Cash collateral paid, net		(23,400	)			(209	)
Nuclear Fuel Disposal Trust Investments
Decrease (increase) in operating assets-
Debt securities issued by states of the U.S.	$	201		$	-		$	-	$	-	$	201	$	-	$	-
Receivables		(46,788	)			41,228
Other		2			-			-		-		2		-		-
Prepayments and other current assets		(112,155	)			(145,740	)
Total nuclear fuel disposal trust investments	$	203		$	-		$	-	$	-	$	203	$	-	$	-
Increase (decrease) in operating liabilities-
NUG Trust Investments
Accounts payable		11,924				(19,321	)
Debt securities issued by states of the U.S.	$	98		$	-		$	-	$	-	$	-	$	-	$	98
Accrued taxes		10,368				(14,007	)
Other		23			-			-		-		-		-		23
Accrued interest		(67	)			9,373
Total NUG trust investments	$	121		$	-		$	-	$	-	$	-	$	-	$	121
Tax collections payable		—				(9,714	)
Derivatives
Other		(6,192	)			4,555
Commodity contracts	$	69		$	60		$	-	$	-	$	2	$	5	$	2
Net cash provided from operating activities		52,166				99,057
Interest rate contracts		2			-			-		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Total Derivatives	$	71		$	60		$	-	$	-	$	2	$	5	$	2
New Financing-
Total assets(1)	$	1,967		$	1,140		$	73	$	122	$	289	$	133	$	197
Long-term debt		—				299,619
Liabilities
Short-term borrowings, net		57,850				—
Derivatives
Redemptions and Repayments-
Commodity contracts	$	296		$	296		$	-	$	-	$	-	$	-	$	-
Common stock		—				(150,000	)
Interest rate contracts		5			-			-		-		-		-
Long-term debt		(13,830	)			(13,093	)
Total Derivatives	$	301		$	296		$	-	$	-	$	-	$	-	$	-
Short-term borrowings, net		—				(56,267	)
Total liabilities	$	301		$	296		$	-	$	-	$	-	$	-	$	-
Common stock dividend payments		(90,000	)			(88,000	)
Other		—				(2,260	)
Net cash used for financing activities		(45,980	)			(10,001	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(80,727	)			(78,401	)
Loan repayments from (loans to) associated companies, net		85,049				(1,341	)
Sales of investment securities held in trusts		281,242				244,880
Purchases of investment securities held in trusts		(289,454	)			(252,856	)
Other		(2,224	)			(1,266	)
Net cash used for investing activities		(6,114	)			(88,984	)
Net change in cash and cash equivalents		72				72
Cash and cash equivalents at beginning of period		27				66
Cash and cash equivalents at end of period	$	99			$	138

	Level 3
Assets		FirstEnergy		FES		TE		OE		JCP&L		Met-Ed		Penelec
Derivatives – NUG contracts(2)	$	148	$	-	$	-	$	-	$	6	$	137	$	5
Liabilities
Derivatives – NUG contracts(2)	$	738	$	-	$	-	$	-	$	400	$	167	$	171

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

~~(1) Excludes $11 million of receivables, payables and accrued income.~~19

(2) NUGTable contractsof are subject to regulatory accounting and do not impact earnings.Contents

30METROPOLITAN EDISON COMPANY

	Recurring Fair Value Measures as of December 31, 2009
	Level 1
Assets		FirstEnergy		FES		TE		OE		JCP&L		Met-Ed		Penelec
Nuclear Decommissioning Trust Investments
Equity securities - consumer products	$	130	$	-	$	-	$	-	$	38	$	59	$	33
Equity securities - technology		57		-		-		-		17		26		14
Equity securities - utilities & energy		59		-		-		-		17		27		15
Equity securities - financial		39		-		-		-		12		17		10
Equity securities - other		9		-		-		-		3		4		2
Total nuclear decommissioning trust investments(1)	$	294	$	-	$	-	$	-	$	87	$	133	$	74
Total assets	$	294	$	-	$	-	$	-	$	87	$	133	$	74
Liabilities
Derivatives – commodity contracts	$	11	$	11	$	-	$	-	$	-	$	-	$	-
Total liabilities	$	11	$	11	$	-	$	-	$	-	$	-	$	-

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)

	Level 2
	Three Months Ended								Six Months Ended
Assets		FirstEnergy			FES			TE			OE		JCP&L			Met-Ed		Penelec
	June 30								June 30
Nuclear Decommissioning Trust Investments
	2010				2009				2010			2009
Debt securities issued by the U.S. government	$	558		$	306		$	72		$	118	$	23		$	30	$	9
					(In thousands)
Debt securities issued by states of the U.S.		188			15			-			-		41			82		50
REVENUES:
Debt securities issued by foreign governments		279			279			-			-		-			-		-
Electric sales	$	422,030			$	360,022			$	873,590		$	769,708
Corporate debt securities		484			443			-			-		15			20		6
Gross receipts tax collections		20,629				17,586				42,196			37,569
Other		35			29			-			2		1			2		1
Total revenues		442,659				377,608				915,786			807,277
Total nuclear decommissioning trust investments	$	1,544		$	1,072		$	72		$	120	$	80		$	134	$	66
EXPENSES:
Rabbi Trust Investments
Purchased power from affiliates		149,000				78,652				310,080			178,729
Equity securities - financial	$	1		$	-		$	-		$	-	$	-		$	-	$	-
Purchased power from non-affiliates		85,276				123,299				177,204			247,210
Other		9			-			-			-		-			-		-
Other operating expenses		90,151				51,309				192,134			157,666
Total rabbi trust investments	$	10		$	-		$	-		$	-	$	-		$	-	$	-
Provision for depreciation		13,440				12,919				26,198			25,058
Nuclear Fuel Disposal Trust Investments
Amortization of regulatory assets, net		48,589				61,548				97,389			89,139
Debt securities issued by states of the U.S.	$	189		$	-		$	-		$	-	$	189		$	-	$	-
General taxes		19,894				22,034				41,634			43,969
Other		11			-			-			-		11			-		-
Total expenses		406,350				349,761				844,639			741,771
Total nuclear fuel disposal trust investments	$	200		$	-		$	-		$	-	$	200		$	-	$	-
OPERATING INCOME		36,309				27,847				71,147			65,506
NUG Trust Investments
OTHER INCOME (EXPENSE):
Debt securities issued by states of the U.S.	$	101		$	-		$	-		$	-	$	-		$	-	$	101
Interest income		880				2,769				2,097			5,955
Other		19			-			-			-		-			-		19
Miscellaneous income		1,381				1,058				3,554			1,914
Total NUG trust investments	$	120		$	-		$	-		$	-	$	-		$	-	$	120
Interest expense		(13,002	)			(14,763	)			(26,775	)		(28,122	)
Derivatives – commodity contracts	$	34		$	15		$	-		$	-	$	5		$	9	$	5
Capitalized interest		159				62				285			77
Other		1			-			-			-		-			-		-
Total other expense		(10,582	)			(10,874	)			(20,839	)		(20,176	)
Total assets(1)	$	1,909		$	1,087		$	72		$	120	$	285		$	143	$	191
INCOME BEFORE INCOME TAXES		25,727				16,973				50,308			45,330
Liabilities
INCOME TAXES		8,618				6,968				20,884			18,703
Derivatives – commodity contracts	$	224		$	224		$	-		$	-	$	-		$	-	$	-
NET INCOME		17,109				10,005				29,424			26,627
Total Liabilities	$	224		$	224		$	-		$	-	$	-		$	-	$	-
OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits		2,162				27,369				11,871			31,922
Unrealized gain on derivative hedges		84				84				168			168
Other comprehensive income		2,246				27,453				12,039			32,090
Income tax expense related to other comprehensive income		724				13,592				4,901			15,385
Other comprehensive income, net of tax		1,522				13,861				7,138			16,705
TOTAL COMPREHENSIVE INCOME	$	18,631			$	23,866			$	36,562		$	43,332

~~(1)~~The ~~Excludes~~accompanying ~~$21~~Combined ~~million~~Notes ofto ~~receivables,~~the ~~payables~~Consolidated ~~and~~Financial ~~accrued~~Statements ~~income~~are an integral part of these financial statements.

3120

	Level 3
Assets		FirstEnergy		FES		TE		OE		JCP&L		Met-Ed		Penelec
Derivatives – NUG contracts(2)	$	200	$	-	$	-	$	-	$	9	$	176	$	15
Liabilities
Derivatives – NUG contracts(2)	$	643	$	-	$	-	$	-	$	399	$	143	$	101

~~(2) NUG~~METROPOLITAN ~~contracts~~EDISON ~~are subject to regulatory accounting and do not impact earnings.~~COMPANY

~~The~~CONSOLIDATED ~~determination~~BALANCE ~~of the above fair value measures takes into consideration various factors. These factors include nonperformance risk, including counterparty credit risk and the impact of credit enhancements~~ SHEETS (~~such as cash deposits, LOCs and priority interests~~Unaudited)~~. The impact of nonperformance risk was immaterial in the fair value measurements.~~

The following tables set forth a reconciliation of changes in the fair value of NUG contracts classified as Level 3 in the fair value hierarchy for the three months ended March 31, 2010 and 2009 (in millions):


	June 30,			December 31,
	2010			2009
	*(In thousands)*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	126		$	120
Receivables-
Customers (less accumulated provisions of $3,877,000 and $4,044,000, respectively, for uncollectible accounts)		188,771			171,052
Associated companies		45,551			29,413
Other		13,221			11,650
Notes receivable from associated companies		11,207			97,150
Prepaid taxes		46,475			15,229
Other		649			1,459

		306,000			326,073

UTILITY PLANT:
In service		2,196,713			2,162,815
Less — Accumulated provision for depreciation		830,042			810,746

		1,366,671			1,352,069
Construction work in progress		30,214			14,901

		1,396,885			1,366,970

OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts		263,752			266,479
Other		881			890

		264,633			267,369

DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		416,499			416,499
Regulatory assets		385,392			356,754
Power purchase contract asset		120,436			176,111
Other		42,546			36,544

		964,873			985,908

	$	2,932,391		$	2,946,320


LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	28,500		$	128,500
Short-term borrowings-
Associated companies		17,898			—
Accounts payable-
Associated companies		51,308			40,521
Other		30,997			41,050
Accrued taxes		20,689			11,170
Accrued interest		16,085			17,362
Other		28,588			24,520

		194,065			263,123

CAPITALIZATION:
Common stockholders’ equity-
Common stock, without par value, authorized 900,000 shares, 859,500 shares outstanding		1,197,014			1,197,070
Accumulated other comprehensive loss		(136,413	)		(143,551	)
Retained earnings		33,824			4,399

Total common stockholders’ equity		1,094,425			1,057,918
Long-term debt and other long-term obligations		713,920			713,873

		1,808,345			1,771,791

NONCURRENT LIABILITIES:
Accumulated deferred income taxes		454,777			453,462
Accumulated deferred investment tax credits		7,090			7,313
Nuclear fuel disposal costs		44,416			44,391
Retirement benefits		29,194			33,605
Asset retirement obligations		186,373			180,297
Power purchase contract liability		158,987			143,135
Other		49,144			49,203

		929,981			911,406

COMMITMENTS AND CONTINGENCIES (Note 8)
	$	2,932,391		$	2,946,320

	FirstEnergy			JCP&L			Met-Ed			Penelec
Balance as of January 1, 2010	$	(444	)	$	(391	)	$	33		$	(86	)
Settlements(1)		78			40			17			21
Unrealized losses(1)		(224	)		(43	)		(80	)		(101	)
Balance as of March 31, 2010	$	(590	)	$	(394	)	$	(30	)	$	(166	)
Balance as of January 1, 2009	$	(332	)	$	(518	)	$	150		$	36
Settlements(1)		83			45			17			21
Unrealized gains(1)		(227	)		(45	)		(91	)		(91	)
Balance as of March 31, 2009	$	(476	)	$	(518	)	$	76		$	(34	)

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

~~(1) Changes in fair value of NUG contracts are subject to regulatory accounting and do not impact earnings.~~21

4.Table DERIVATIVEof INSTRUMENTSContents

~~FirstEnergy~~METROPOLITAN isEDISON exposed to financial risks resulting from fluctuating interest rates and commodity prices, including prices for electricity, natural gas, coal and energy transmission. To manage the volatility relating to these exposures, FirstEnergy uses a variety of derivative instruments, including forward contracts, options, futures contracts and swaps. The derivatives are used for risk management purposes. In addition to derivatives, FirstEnergy also enters into master netting agreements with certain third parties. FirstEnergy's Risk Policy Committee, comprised of members of senior management, provides general management oversight for risk management activities throughout FirstEnergy. The Committee is responsible for promoting the effective design and implementation of sound risk management programs and oversees compliance with corporate risk management policies and established risk management practices.COMPANY

~~FirstEnergy~~CONSOLIDATED ~~accounts~~STATEMENTS ~~for~~OF ~~derivative~~CASH instruments on its Consolidated Balance Sheets at fair value unless they meet the normal purchase and normal sales criteria. Derivatives that meet those criteria are accounted for at cost under the accrual method of accounting. The changes in the fair value of derivative instruments that do not meet the normal purchase and normal sales criteria are included in purchased power, other expense, unrealized gain FLOWS (~~loss~~Unaudited) on derivative hedges in other comprehensive income (loss), or as part of the value of the hedged item. A hypothetical 10% adverse shift (an increase or decrease depending on the derivative position) in quoted market prices in the near term on its derivative instruments would not have had a material effect on FirstEnergy’s consolidated financial position (assets, liabilities and equity) or cash flows as of March 31, 2010. Based on derivative contracts held as of March 31, 2010, an adverse 10% change in commodity prices would decrease net income by approximately $4 million during the next 12 months. A hypothetical 10% increase in the interest rates associated with variable-rate debt would decrease net income by approximately $2 million for the three months ended March 31, 2010.

Cash Flow Hedges


	Six Months Ended
	June 30
	2010			2009
	*(In thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	29,424		$	26,627
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		26,198			25,058
Amortization of regulatory assets, net		97,389			89,139
Deferral of regulatory assets		(38,358	)		(47,592	)
Deferred income taxes and investment tax credits, net		(12,079	)		30,135
Accrued compensation and retirement benefits		(1,573	)		3,250
Cash collateral received (paid), net		50			(6,800	)
Decrease (increase) in operating assets-
Receivables		(29,439	)		346
Prepayments and other current assets		(30,436	)		(39,068	)
Increase (decrease) in operating liabilities-
Accounts payable		733			(18,624	)
Accrued taxes		9,519			(1,754	)
Accrued interest		(1,277	)		10,230
Other		6,743			7,870

Net cash provided from operating activities		56,894			78,817


CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Long-term debt		—			300,000
Short-term borrowings, net		17,898			—
Redemptions and Repayments-
Long-term debt		(100,000	)		—
Short-term borrowings, net		—			(15,003	)
Other		—			(2,267	)

Net cash provided from (used for) financing activities		(82,102	)		282,730


CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(54,405	)		(48,464	)
Sales of investment securities held in trusts		376,610			63,086
Purchases of investment securities held in trusts		(381,219	)		(67,668	)
Loans from (to) associated companies, net		85,943			(306,448	)
Other		(1,715	)		(2,072	)

Net cash provided from (used for) investing activities		25,214			(361,566	)


Net change in cash and cash equivalents		6			(19	)
Cash and cash equivalents at beginning of period		120			144

Cash and cash equivalents at end of period	$	126		$	125

~~FirstEnergy~~The ~~used~~accompanying ~~forward~~Combined ~~starting~~Notes ~~swap agreements~~ to ~~hedge a portion of~~ the ~~consolidated~~Consolidated ~~interest~~Financial ~~rate~~Statements ~~risk~~are ~~associated~~an ~~with~~integral ~~issuances~~ part of ~~fixed-rate,~~these ~~long-term~~financial ~~debt securities of its subsidiaries~~statements. These derivatives were treated as cash flow hedges, protecting against the risk of changes in future interest payments resulting from changes in benchmark U.S. Treasury rates between the date of hedge inception and the date of the debt issuance. During the first three months of 2010, FirstEnergy terminated forward swaps with a notional value of $100 million. The termination of the forward starting swap agreements did not materially impact FirstEnergy’s net income and no forward starting swap agreements were outstanding as of March 31, 2010.

3222

TheTable table below provides the activity of AOCL related to interest rate cash flow hedges as of March 31, 2010 and 2009, which is inclusive of changes in fair value of interest rate cash flow hedges and the reclassification from AOCL into results of operations.Contents

		Three Months Ended
		March 31
		2010			2009
		(In millions)
Effective Portion
	Loss Recognized in AOCL	$	-		$	(2	)
	Reclassifications from AOCL into Interest Expense		(3	)		(5	)

PENNSYLVANIA ELECTRIC COMPANY

~~Total~~CONSOLIDATED ~~unamortized~~STATEMENTS ~~losses~~OF ~~included~~INCOME inAND ~~AOCL~~COMPREHENSIVE ~~associated with prior interest rate cash flow hedges totaled $101 million~~ INCOME (~~$63 million net of tax~~Unaudited) ~~as of March 31, 2010. Based on current estimates, approximately $11 million will be amortized to interest expense during the next twelve months.~~

Fair Value Hedges


	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
				*(In thousands)*
REVENUES:
Electric sales	$	350,335		$	316,881		$	736,271		$	688,174
Gross receipts tax collections		16,162			14,804			33,686			32,096

Total revenues		366,497			331,685			769,957			720,270


EXPENSES:
Purchased power from affiliates		152,945			72,166			321,345			168,247
Purchased power from non-affiliates		86,829			125,317			178,252			252,483
Other operating expenses		67,070			46,301			139,464			123,590
Provision for depreciation		16,605			15,581			31,287			30,036
Amortization (deferral) of regulatory assets, net		(10,522	)		18,113			(20,488	)		26,889
General taxes		18,647			18,251			35,181			38,844

Total expenses		331,574			295,729			685,041			640,089


OPERATING INCOME		34,923			35,956			84,916			80,181


OTHER INCOME (EXPENSE):
Miscellaneous income		1,310			911			2,923			1,709
Interest expense		(17,630	)		(11,843	)		(34,920	)		(25,076	)
Capitalized interest		183			29			323			51

Total other expense		(16,137	)		(10,903	)		(31,674	)		(23,316	)


INCOME BEFORE INCOME TAXES		18,786			25,053			53,242			56,865

INCOME TAXES		5,812			10,232			22,969			23,354


NET INCOME		12,974			14,821			30,273			33,511


OTHER COMPREHENSIVE INCOME:
Pension and other postretirement benefits		1,830			29,400			10,377			32,355
Unrealized gain on derivative hedges		16			16			32			32
Change in unrealized gain on available-for-sale securities		—			6			—			(16	)

Other comprehensive income		1,846			29,422			10,409			32,371
Income tax expense related to other comprehensive income		483			15,100			3,767			16,155

Other comprehensive income, net of tax		1,363			14,322			6,642			16,216


TOTAL COMPREHENSIVE INCOME	$	14,337		$	29,143		$	36,915		$	49,727

~~FirstEnergy~~The ~~uses~~accompanying ~~fixed-for-floating~~Combined ~~interest~~Notes ~~rate swap agreements~~ to ~~hedge a portion of~~ the ~~consolidated~~Consolidated ~~interest~~Financial ~~rate~~Statements ~~risk associated with the debt portfolio of its subsidiaries. These derivatives~~ are ~~treated~~an asintegral ~~fair~~part ~~value hedges~~ of these ~~fixed-rate,~~financial ~~long-term debt issues, protecting against the risk of changes in the fair value of fixed-rate debt instruments due to lower interest rates~~statements. Swap maturities, call options, fixed interest rates and interest payment dates match those of the underlying obligations. As of March 31, 2010, the debt underlying the $950 million outstanding notional amount of interest rate swaps had a weighted average fixed interest rate of 5.5%, which the swaps have converted to a current weighted average variable rate of 3.74%. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. As of March 31, 2010, the gain included in interest expense related to interest rate swaps totaled $1 million and there was no impact on the results of operations as a result of ineffectiveness from fair value hedges.

~~The following tables summarize the fair value of interest rate swaps in FirstEnergy’s Consolidated Balance Sheets:~~23

		Derivative Assets						Derivative Liabilities
		Fair Value						Fair Value
		March 31		December 31				March 31		December 31
		2010		2009				2010		2009
Fair Value Hedges		(In millions)			Fair Value Hedges			(In millions)
Interest Rate Swaps					Interest Rate Swaps
Noncurrent Assets	$	2	$	-		Noncurrent Assets	$	5	$	-
	$	2	$	-			$	5	$	-

OnPENNSYLVANIA ~~April~~ELECTRIC 29, 2010, April 30, 2010 and May 3, 2010, FirstEnergy executed multiple fixed-for-floating interest rate swap agreements with combined notional amounts of $1.3 billion, $300 million and $600 million, respectively, to hedge a portion of the consolidated interest rate risk associated with the debt portfolio of its subsidiaries. This is consistent with FirstEnergy’s risk management policy and its 2010 financial plan. These derivatives will be treated as fair value hedges of fixed-rate, long-term debt issues, protecting against the risk of changes in the fair value of fixed-rate debt instruments due to lower interest rates. As of May 3, 2010, the debt underlying the $2.2 billion outstanding notional amount of interest rate swaps had a weighted average fixed interest rate of 6%, which the swaps have converted to a current weighted average variable rate of 3.4%.COMPANY

~~Commodity~~CONSOLIDATED ~~Derivatives~~BALANCE SHEETS (Unaudited)

FirstEnergy uses both physically and financially settled derivatives to manage its exposure to volatility in commodity prices. Commodity derivatives are used for risk management purposes to hedge exposures when it makes economic sense to do so, including circumstances where the hedging relationship does not qualify for hedge accounting.


	June 30,			December 31,
	2010			2009
	*(In thousands)*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10		$	14
Receivables-
Customers (less accumulated provisions of $3,428,000 and $3,483,000, respectively, for uncollectible accounts)		137,450			139,302
Associated companies		88,612			77,338
Other		10,934			18,320
Notes receivable from associated companies		14,092			14,589
Prepaid taxes		56,450			18,946
Other		758			1,400

		308,306			269,909

UTILITY PLANT:
In service		2,481,942			2,431,737
Less — Accumulated provision for depreciation		918,963			901,990

		1,562,979			1,529,747
Construction work in progress		22,319			24,205

		1,585,298			1,553,952

OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts		140,611			142,603
Non-utility generation trusts		96,988			120,070
Other		283			289

		237,882			262,962

DEFERRED CHARGES AND OTHER ASSETS:
Goodwill		768,628			768,628
Regulatory assets		138,557			9,045
Power purchase contract asset		6,031			15,362
Other		20,245			19,143

		933,461			812,178

	$	3,064,947		$	2,899,001

LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Currently payable long-term debt	$	69,310		$	69,310
Short-term borrowings-
Associated companies		66,786			41,473
Accounts payable-
Associated companies		48,876			39,884
Other		28,460			41,990
Accrued taxes		5,071			6,409
Accrued interest		17,625			17,598
Other		24,696			22,741

		260,824			239,405

CAPITALIZATION:
Common stockholders’ equity-
Common stock, $20 par value, authorized 5,400,000 shares, 4,427,577 shares outstanding		88,552			88,552
Other paid-in capital		913,460			913,437
Accumulated other comprehensive loss		(155,462	)		(162,104	)
Retained earnings		121,774			91,501

Total common stockholders’ equity		968,324			931,386
Long-term debt and other long-term obligations		1,072,199			1,072,181

		2,040,523			2,003,567

NONCURRENT LIABILITIES:
Accumulated deferred income taxes		296,829			242,040
Retirement benefits		167,288			174,306
Asset retirement obligations		94,933			91,841
Power purchase contract liability		153,603			100,849
Other		50,947			46,993

		763,600			656,029

COMMITMENTS, GUARANTEES AND CONTINGENCIES (Note 8)
	$	3,064,947		$	2,899,001

33The accompanying Combined Notes to the Consolidated Financial Statements are an integral part of these financial statements.

~~The following tables summarize the fair value of commodity derivatives in FirstEnergy’s Consolidated Balance Sheets:~~24

Derivative Assets					Derivative Liabilities
		Fair Value					Fair Value
		March 31		December 31			March 31		December 31
		2010		2009			2010		2009
Cash Flow Hedges		(In millions)			Cash Flow Hedges		(In millions)
Electricity Forwards					Electricity Forwards
Current Assets	$	39	$	3	Current Liabilities	$	39	$	7
Noncurrent Assets		19		11	Noncurrent Liabilities		26		12
Natural Gas Futures					Natural Gas Futures
Current Assets		-		-	Current Liabilities		7		9
Noncurrent Assets		-		-	Noncurrent Liabilities		-		-
Other					Other
Current Assets		-		-	Current Liabilities		1		2
Noncurrent Assets		-		-	Noncurrent Liabilities		-		-
	$	58	$	14		$	73	$	30
Derivative Assets					Derivative Liabilities
		Fair Value					Fair Value
		March 31 2010		December 31 2009			March 31 2010		December 31 2009
Economic Hedges		(In millions)			Economic Hedges		(In millions)
NUG Contracts					NUG Contracts
Power Purchase					Power Purchase
Contract Asset	$	148	$	200	Contract Liability	$	738	$	643
Other					Other
Current Assets		1		-	Current Liabilities		139		106
Noncurrent Assets		10		19	Noncurrent Liabilities		92		97
	$	159	$	219		$	969	$	846
Total Commodity Derivatives	$	217	$	233	Total Commodity Derivatives	$	1,042	$	876

~~Electricity~~PENNSYLVANIA ~~forwards~~ELECTRIC are used to balance expected retail and wholesale sales with expected generation and purchased power. Natural gas futures are entered into based on expected consumption of natural gas, primarily used in FirstEnergy’s peaking units. Heating oil futures are entered into based on expected consumption of oil and the financial risk in FirstEnergy’s coal transportation contracts. Derivative instruments are not used in quantities greater than forecasted needs. The following table summarizes the volume of FirstEnergy’s outstanding derivative transactions as of March 31, 2010:COMPANY

	Purchases		Sales		Net		Units
	(In thousands)
Electricity Forwards		19,104		(11,924)		7,180	MWH
Heating Oil Futures		3,360		-		3,360	Gallons
Natural Gas Futures		2,000		(1,500)		500	mmBtu

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

The effect of derivative instruments on the consolidated statements of income and comprehensive income for the three months ended March 31, 2010 and 2009, for instruments designated in cash flow hedging relationships and not in hedging relationships, respectively, are summarized in the following tables:


	Six Months Ended
	June 30
	2010			2009
	*(In thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	30,273		$	33,511
Adjustments to reconcile net income to net cash from operating activities-
Provision for depreciation		31,287			30,036
Amortization (deferral) of regulatory assets, net		(20,488	)		26,889
Deferred costs recoverable as regulatory assets		(38,955	)		(46,349	)
Deferred income taxes and investment tax credits, net		42,943			24,700
Accrued compensation and retirement benefits		4,216			490
Cash collateral		(3,613	)		2
Decrease (increase) in operating assets-
Receivables		3,266			42,494
Prepayments and other current assets		(36,864	)		(35,750	)
Increase (decrease) in operating liabilities-
Accounts payable		(4,603	)		(10,108	)
Accrued taxes		(1,339	)		(7,629	)
Accrued interest		28			(1,669	)
Other		9,559			2,302

Net cash provided from operating activities		15,710			58,919


CASH FLOWS FROM FINANCING ACTIVITIES:
New Financing-
Short-term borrowings, net		25,313			146,654
Redemptions and Repayments-
Long-term debt		—			(100,000	)
Common stock dividend payments		—			(35,000	)
Other		5			—

Net cash provided from financing activities		25,318			11,654


CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(58,293	)		(59,606	)
Loans from associated companies, net		498			63
Sales of investment securities held in trusts		133,934			53,504
Purchases of investment securities held in trusts		(113,067	)		(60,378	)
Other		(4,104	)		(4,168	)

Net cash used for investing activities		(41,032	)		(70,585	)


Net change in cash and cash equivalents		(4	)		(12	)
Cash and cash equivalents at beginning of period		14			23

Cash and cash equivalents at end of period	$	10		$	11

		Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships		Electricity			Natural Gas			Heating Oil
		Forwards			Futures			Futures			Total
2010		(in millions)
Gain (Loss) Recognized in AOCL (Effective Portion)	$	(5	)	$	(1	)	$	-		$	(6	)
Effective Gain (Loss) Reclassified to:(1)
Purchased Power Expense		(4	)		-			-			(4	)
Fuel Expense		-			(3	)		(1	)		(4	)
2009
Gain (Loss) Recognized in AOCL (Effective Portion)	$	(2	)	$	(7	)	$	(1	)	$	(10	)
Effective Gain (Loss) Reclassified to:(1)
Purchased Power Expense		(18	)		-			-			(18	)
Fuel Expense		-			-			(4	)		(4	)
(1) The ineffective portion was immaterial.

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

3425

		Three Months Ended March 31,
Derivatives Not in Hedging Relationships			NUG
			Contracts			Other			Total
2010			(In millions)
Unrealized Gain (Loss) Recognized in:
Purchase Power Expense		$	-		$	(52	)	$	(52	)
Regulatory Assets(2)			(224	)		-			(224	)
		$	(224	)	$	(52	)	$	(276	)
Realized Gain (Loss) Reclassified to:
Purchase Power Expense		$	-		$	(25	)	$	(25	)
Regulatory Assets(2)			(78	)		9			(69	)
		$	(78	)	$	(16	)	$	(94	)
2009
Unrealized Gain (Loss) Recognized in:
Regulatory Assets(2)		$	(227	)	$	-		$	(227	)
Realized Gain (Loss) Reclassified to:
Fuel Expense(1)		$	-		$	(1	)	$	(1	)
Regulatory Assets(2)			(83	)		10			(73	)
		$	(83	)	$	9		$	(74	)
(1)	The realized gain (loss) is reclassified upon termination of the derivative instrument.
(2)	Changes in the fair value of NUG contracts are deferred for future recovery from (or refund to) customers.

~~Total~~COMBINED ~~unamortized~~NOTES ~~losses~~TO ~~included~~THE inCONSOLIDATED ~~AOCL~~FINANCIAL ~~associated~~STATEMENTS ~~with commodity derivatives were $14 million~~ (~~$9 million net of tax~~UNAUDITED) as of March 31, 2010, as compared to $32 million ($19 million net of tax) as of March 31, 2009. The net of tax change resulted from a net $5 million increase related to current hedging activity and a $5 million decrease due to net hedge losses reclassified to earnings during the first quarter of 2010. Based on current estimates, approximately $5 million (after tax) of the net deferred losses on derivative instruments in AOCL as of March 31, 2010 are expected to be reclassified to earnings during the next twelve months as hedged transactions occur. The fair value of these derivative instruments fluctuate from period to period based on various market factors.

~~Many of FirstEnergy’s commodity derivatives contain credit risk features~~1. AsORGANIZATION ofAND ~~March 31,~~BASIS ~~2010,~~OF FirstEnergy posted $225 million of collateral related to net liability positions and held no counterparties’ funds related to asset positions. The collateral FirstEnergy has posted relates to both derivative and non-derivative contracts. FirstEnergy’s largest derivative counterparties fully collateralize all derivative transactions. Certain commodity derivative contracts include credit risk-related contingent features that would require FirstEnergy to post additional collateral if the credit rating for its debt were to fall below investment grade. The aggregate fair value of derivative instruments with credit risk-related contingent features that are in a liability position on March 31, 2010 was $245 million, for which $225 million in collateral has been posted. If FirstEnergy’s credit rating were to fall below investment grade, it would be required to post $40 million of additional collateral related to commodity derivatives.PRESENTATION

5.FirstEnergy ~~PENSION~~is ~~AND~~a ~~OTHER~~diversified ~~POSTRETIREMENT~~energy ~~BENEFITS~~company that holds, directly or indirectly, all of the outstanding common stock of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), ATSI, JCP&L, Met-Ed, Penelec, FENOC, FES and its subsidiaries FGCO and NGC, and FESC.

FirstEnergy ~~provides~~and ~~noncontributory~~its ~~qualified~~subsidiaries ~~defined~~follow ~~benefit~~GAAP ~~pension~~and ~~plans~~comply with the regulations, orders, policies and practices prescribed by the SEC, the FERC and, as applicable, the PUCO, the PPUC and the NJBPU. The preparation of financial statements in conformity with GAAP requires management to make periodic estimates and assumptions that ~~cover~~affect ~~substantially~~the ~~all~~reported amounts of ~~its~~assets, ~~employees~~liabilities, revenues and expenses ~~non-qualified~~and ~~pension~~disclosure ~~plans~~of ~~that~~contingent ~~cover~~assets ~~certain~~and ~~employees~~liabilities. Actual results could differ from these estimates. The ~~plans~~reported ~~provide~~results ~~defined~~of ~~benefits~~operations ~~based~~are onnot ~~years~~indicative of ~~service~~results of operations for any future period. In preparing the financial statements, FirstEnergy and ~~compensation~~its ~~levels~~subsidiaries have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

~~FirstEnergy’s~~These ~~net~~statements ~~pension~~should be read in conjunction with the financial statements and ~~OPEB~~notes ~~expenses~~included ~~(benefits)~~in the combined Annual Report on Form 10-K for the ~~three~~year ~~months~~ ended ~~March~~December 31, ~~2010 and~~ 2009 ~~were~~for ~~$24 million~~FirstEnergy, FES and ~~$43 million~~the Utilities, ~~respectively~~as applicable. The ~~components~~consolidated unaudited financial statements of FirstEnergy's, FES ~~net~~and ~~pension~~each ~~and~~of ~~other~~the ~~postretirement~~Utilities ~~benefit~~reflect ~~costs~~all ~~(including~~normal ~~amounts~~recurring ~~capitalized)~~adjustments that, in the opinion of management, are necessary to fairly present results of operations for the ~~three~~interim ~~months~~periods. ~~ended~~Certain prior ~~March 31,~~year ~~2010~~amounts ~~and~~have ~~2009~~been reclassified to conform to the current year presentation. Unless otherwise indicated, ~~consisted~~defined ofterms used herein have the ~~following:~~meanings set forth in the accompanying Glossary of Terms.

	Three Months Ended
	March 31
Pension Benefits	2010			2009
	(In millions)
Service cost	$	25		$	22
Interest cost		78			80
Expected return on plan assets		(90	)		(81	)
Amortization of prior service cost		3			3
Recognized net actuarial loss		47			42
Net periodic cost	$	63		$	66

FirstEnergy and its subsidiaries consolidate all majority-owned subsidiaries over which they exercise control and, when applicable, entities for which they have a controlling financial interest. Intercompany transactions and balances are eliminated in consolidation. FirstEnergy consolidates a VIE when it is determined that it is the primary beneficiary (see Note 6). Investments in affiliates over which FirstEnergy and its subsidiaries have the ability to exercise significant influence, but are not the primary beneficiary and do not exercise control, follow the equity method of accounting. Under the equity method, the interest in the entity is reported as an investment in the Consolidated Balance Sheets and the percentage share of the entity’s earnings is reported in the Consolidated Statements of Income.

352. EARNINGS PER SHARE

	Three Months Ended
	March 31
Other Postretirement Benefits	2010			2009
	(In millions)
Service cost	$	2		$	5
Interest cost		11			20
Expected return on plan assets		(9	)		(9	)
Amortization of prior service cost		(48	)		(38	)
Recognized net actuarial loss		15			16
Net periodic credit	$	(29	)	$	(6	)

Pension and other postretirement benefit obligations are allocated to FirstEnergy's subsidiaries employing the plan participants. The net periodic pension costs and net periodic other postretirement benefit costs (including amounts capitalized) recognized by FES and each of the Utilities for the three months ended March 31, 2010 and 2009 were as follows:


	Three Months				Six Months
Reconciliation of Basic and Diluted Earnings per Share	Ended June 30				Ended June 30
of Common Stock	2010		2009		2010		2009
	*(In millions, except per share amounts)*

Earnings available to FirstEnergy Corp.	$	265	$	414	$	420	$	533


Weighted average number of basic shares outstanding		304		304		304		304
Assumed exercise of dilutive stock options and awards		1		1		1		2

Weighted average number of diluted shares outstanding		305		305		305		306


Basic earnings per share of common stock	$	0.87	$	1.36	$	1.38	$	1.75

Diluted earnings per share of common stock	$	0.87	$	1.36	$	1.37	$	1.75

	Three Months Ended
	March 31
Pension Benefit Cost	2010		2009
	(In millions)
FES	$	22	$	18
OE		6		7
CEI		5		5
TE		2		2
JCP&L		6		9
Met-Ed		2		6
Penelec		5		4
Other FirstEnergy subsidiaries		15		15
	$	63	$	66

	Three Months Ended
	March 31
Other Postretirement Benefit Cost (Credit)	2010			2009
	(In millions)
FES	$	(7	)	$	(1	)
OE		(6	)		(2	)
CEI		(1	)		1
TE		(1	)		1
JCP&L		(2	)		(1	)
Met-Ed		(2	)		(1	)
Penelec		(2	)		-
Other FirstEnergy subsidiaries		(8	)		(3	)
	$	(29	)	$	(6	)

63. ~~VARIABLE~~FAIR ~~INTEREST~~VALUE ~~ENTITIES~~OF FINANCIAL INSTRUMENTS

On(A) LONG-TERM ~~January~~DEBT 1,AND ~~2010,~~OTHER ~~FirstEnergy~~LONG-TERM adopted the amendments to the consolidation topic addressing VIEs. This standard requires that FirstEnergy and its subsidiaries perform a qualitative analysis to determine whether a variable interest gives FirstEnergy or its subsidiaries a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. This standard also requires an ongoing reassessment of the primary beneficiary of a VIE and eliminates the quantitative approach previously required for determining whether an entity is the primary beneficiary. There was no impact to FirstEnergy or its subsidiaries as a result of the adoption of this standard.OBLIGATIONS

~~FirstEnergy’s~~All ~~consolidated~~borrowings ~~financial~~with ~~statements~~initial ~~include~~maturities ~~the accounts~~ of ~~entities~~less inthan ~~which~~one ityear ~~has~~are adefined ~~controlling~~as short-term financial instruments ~~interest.~~under ~~FirstEnergy~~GAAP and ~~its~~are ~~subsidiaries~~reported ~~reflect~~on the ~~portion~~Consolidated ofBalance ~~VIEs~~Sheets ~~not~~at ~~owned~~cost, bywhich approximates ~~them~~their infair ~~the~~market ~~caption~~value, ~~noncontrolling~~in ~~interest within~~ the ~~consolidated~~caption ~~financial~~“short-term ~~statements~~borrowings.” The ~~change~~following intable provides ~~noncontrolling interest within~~ the ~~consolidated~~approximate ~~balance~~fair ~~sheets~~value isand ~~the~~related ~~result~~carrying amounts of ~~net~~long-term ~~losses~~debt ofand ~~the~~other long-term ~~noncontrolling~~obligations ~~interests~~as ~~($6~~of June ~~million)~~30, 2010 and ~~distributions to owners ($3~~December ~~million).~~31, 2009:

FirstEnergy has financial control through disproportionate economics in its equity investments and loans to certain VIEs, which include FEV’s joint venture in the Signal Peak mining and coal transportation operations, the PNBV and Shippingport bond trusts that were created to refinance debt originally issued in connection with sale and leaseback transactions, and wholly owned limited liability companies of JCP&L created to sell transition bonds to securitize the recovery of JCP&L's bondable stranded costs associated with the previously divested Oyster Creek Nuclear Generating Station, of which $333 million was outstanding as of March 31, 2010. As a result, FirstEnergy consolidates these VIEs.


	June 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
			*(In millions)*
FirstEnergy	$	13,346	$	14,992	$	13,753	$	14,502
FES		3,932		4,386		4,224		4,306
OE		1,166		1,378		1,169		1,299
CEI		1,853		2,110		1,873		2,032
TE		600		682		600		638
JCP&L		1,826		2,013		1,840		1,950
Met-Ed		742		840		842		909
Penelec		1,144		1,233		1,144		1,177

36The fair values of long-term debt and other long-term obligations reflect the present value of the cash outflows relating to those securities based on the current call price, the yield to maturity or the yield to call, as deemed appropriate at the end of each respective period. The yields assumed were based on securities with similar characteristics offered by corporations with credit ratings similar to those of FES and the Utilities.

~~In order to evaluate contracts under the consolidation guidance, FirstEnergy aggregated contracts into two categories based on similar risk characteristics and significance as follows:~~(B) INVESTMENTS

~~Power~~All ~~Purchase~~temporary ~~Agreements~~cash investments purchased with an initial maturity of three months or less are reported as cash equivalents on the Consolidated Balance Sheets at cost, which approximates their fair market value. Investments other than cash and cash equivalents include held-to-maturity securities, available-for-sale securities, and notes receivable.

FirstEnergy evaluated its power purchase agreements and determined that certain NUG entities may be VIEs to the extent they own a plant that sells substantially all of its output to the Utilities and the contract price for power is correlated with the plant's variable costs of production. FirstEnergy, through its subsidiaries JCP&L, MetAvailable-~~Ed and Penelec, maintains 20 long~~For-~~term~~

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