UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 2620, ~~2006~~ 2013

Commission	Registrant; State of Incorporation;	I.R.S. Employer
Commission File No.	Registrant; State of Incorporation; Address; and Telephone Number	I.R.S. EmployerIdentificationNumber
File Number	Address; and Telephone Number	Identification No.
	FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
1-2578	Ohio Edison Company	34-0437786
333-187692-06	(Exact name of Issuing Entity) (A Delaware Statutory Trust)	46-6795854
	(An Ohio Corporation)
001-02323	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY (Exact name of sponsor, servicer and depositor as specified in its charter) (An Ohio Corporation)	34-0150020
001-02578	OHIO EDISON COMPANY (Exact name of sponsor, servicer and depositor as specified in its charter) (An Ohio Corporation)	34-0437786
001-03583	THE TOLEDO EDISON COMPANY (Exact name of sponsor, servicer and depositor as specified in its charter) (An Ohio Corporation)	34-4375005
333-187692-03	CEI FUNDING LLC (A Delaware Limited Liability Company)	46-1367273
333-187692-01	OE FUNDING LLC (A Delaware Limited Liability Company)	46-1367425
333-187692-04	TE FUNDING LLC (A Delaware Limited Liability Company)	46-1367453
	c/o FirstEnergy Corp.
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736-3402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 8.~~03 Creation~~01 ofOther ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Events

On ~~June~~ 26June 20, ~~2006~~2013, FirstEnergy Ohio ~~Edison~~PIRB ~~Company~~Special Purpose Trust 2013 (~~Company~~the “Issuing Entity”) issued and sold $~~250~~444,922,000 ~~million~~ aggregate principal amount of Pass-Through Trust Certificates (the “Certificates”) consisting of (i) $111,971,000 aggregate principal amount of 60.~~400~~679% ~~Senior~~Pass-Through ~~Notes~~Trust ~~due~~Certificates, ~~2016~~Tranche ~~(2016~~A-1, ~~Notes)~~due ~~and~~2019, (ii) $~~350~~70,468,000 ~~million~~ aggregate principal amount of 61.~~875~~726% ~~Senior~~Pass-Through ~~Notes~~Trust Certificates, Tranche A-2, due ~~2036~~2022, ~~(2036~~and ~~Notes~~(iii) $262,483,000 aggregate principal amount of 3.450% Pass-Through Trust Certificates, Tranche A-3, due 2036, pursuant to an ~~underwriting~~ ~~agreement~~Underwriting Agreement, dated ~~June~~as 21of June 12, ~~2006~~2013, ~~with~~by ~~Barclays~~and ~~Capital~~among ~~Inc., Citigroup~~the ~~Global~~Issuing ~~Markets~~Entity, ~~Inc.~~The Cleveland Electric Illuminating Company, ~~Credit~~Ohio ~~Suisse~~Edison ~~Securities~~Company, ~~(USA)~~The Toledo ~~LLC~~Edison Company, ~~and~~CEI ~~Wachovia Capital~~Funding ~~Markets~~LLC, OE Funding LLC, asTE ~~representatives~~Funding ofLLC ~~the~~and ~~several~~Citigroup ~~underwriters~~Global ~~identified therein~~Markets, Inc., ~~The~~Goldman, ~~2016~~Sachs & ~~Notes~~Co. and ~~2036~~Credit ~~Notes~~Agricole ~~(Senior~~Securities ~~Notes~~(USA) ~~are~~Inc., ~~registered~~as ~~under~~ Representatives of the ~~Company’s~~ ~~shelf~~several ~~registration~~underwriters ~~statement~~named onin ~~Form~~Schedule ~~S-3~~I thereto. ~~(Registration~~The ~~Nos~~Issuing Entity received approximately $442.7 ~~33-49413~~million in net proceeds, ~~33-51139,~~ ~~333-05277 and~~before ~~333-133117)~~expenses.

The ~~Senior~~ ~~Notes were~~principal ~~issued~~assets ~~under~~of the ~~Indenture~~Issuing Entity ~~dated~~consist asof (i) $232,046,000 aggregate principal amount of ~~April~~phase-in-recovery 1bonds issued by CEI Funding LLC, ~~2003~~(ii) $169,504,000 ~~between~~aggregate ~~the~~principal ~~Company~~ amount of phase-in-recovery bonds issued by OE Funding LLC, and (iii) $43,372,000 ~~The~~aggregate ~~Bank~~principal amount of ~~New~~phase-in-recovery ~~York~~bonds issued by TE Funding LLC, aswhich ~~trustee.~~were ~~Interest~~acquired onby ~~each~~the ~~series~~Issuing ofEntity using the ~~Senior Notes~~net ~~will~~proceeds befrom ~~payable~~the ~~semiannually~~sale onof ~~January~~the 15Certificates. CEI Funding LLC, OE Funding LLC and ~~July 15~~TE ofFunding LLC ~~each~~received ~~year~~approximately $230.9 million, ~~beginning~~ on$168.7 ~~January~~million 15and $43.2 million, ~~2007~~respectively, for their phase-in-recovery bonds and atused ~~maturity.~~these ~~The~~proceeds ~~2016~~for ~~Notes~~the ~~will~~purchase ~~mature on July~~price ~~15,~~for ~~2016~~the applicable phase-in-recovery property and ~~the~~financing ~~2036~~costs ~~Notes~~pursuant ~~will~~to the ~~mature~~respective onphase-in-recovery ~~July~~property ~~15,~~purchase ~~2036~~and sale agreements.

~~The Company~~Item ~~will use a portion of the net proceeds aggregating approximately $593~~9.501 ~~million~~Financial ~~from the sale~~Statements of the Senior Notes to redeem all of its outstanding preferred stock at a total redemption price of approximately $64 million. The remaining net proceeds are expected to be used to repay approximately $23 million of short-term debt, to partially fund a proposed repurchase of up to $600 million of the Company’s common stock from its parent, FirstEnergy Corp., in the third quarter of 2006, and ~~for general corporate purposes.~~Exhibits

~~The officer’s certificate~~(d) establishing the terms of the Senior Notes, including the respective forms of the 2016 Notes and the 2036 Notes, is filed as Exhibit 4, and the underwriting agreement is filed as Exhibit 1 to this Form 8-K, and each document is incorporated herein by referenceExhibits.

Item 9.01 Financial Statement and Exhibits.


Exhibit No.		Description
1.1		Underwriting Agreement, dated as of June 12, 2013, by and among FirstEnergy Ohio PIRB Special Purpose Trust 2013, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, CEI Funding LLC, OE Funding LLC, TE Funding LLC and Citigroup Global Markets, Inc., Goldman, Sachs & Co. and Credit Agricole Securities (USA) Inc., as Representatives of the several underwriters named in Schedule I thereto.

3.1		Amended and Restated Limited Liability Company Agreement of CEI Funding LLC, dated June 20, 2013.

3.2		Amended and Restated Limited Liability Company Agreement of OE Funding LLC, dated June 20, 2013.

3.3		Amended and Restated Limited Liability Company Agreement of TE Funding LLC, dated June 20, 2013.

4.1		Certificate Indenture, dated as of June 20, 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013, and U.S. Bank National Association.

4.2		Amended and Restated Declaration of Trust of FirstEnergy Ohio PIRB Special Purpose Trust 2013 among CEI Funding LLC, OE Funding LLC and TE Funding LLC, acting jointly as Settlors and U.S. Bank Trust National Association, as Delaware Trustee and The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, as Administrative Trustee, dated as of June 20, 2013.

4.3		Bond Indenture, dated as of June 20, 2013, between CEI Funding LLC and U.S. Bank National Association.

4.4		Bond Indenture, dated as of June 20, 2013, between OE Funding LLC and U.S. Bank National Association.

4.5		Bond Indenture, dated as of June 20, 2013, between TE Funding LLC and U.S. Bank National Association.

4.6		Form of Pass-Through Trust Certificates (contained in Exhibit 4.1).

4.7		Form of CEI Funding LLC Bonds (contained in Exhibit 4.3).

4.8		Form of OE Funding LLC Bonds (contained in Exhibit 4.4).

4.9		Form of TE Funding LLC Bonds (contained in Exhibit 4.5).

(d) Exhibits



10.1		Fee and Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC, U.S. Bank National Association, U.S. Bank Trust National Association and FirstEnergy Ohio PIRB Special Purpose Trust 2013.

10.2		Cross-Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC and TE Funding LLC.

10.3		Administration Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company.

10.4		Administration Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company.

10.5		Administration Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company.

10.6		Bond Purchase Agreement, dated as of June 20, 2013, between CEI Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013.

10.7		Bond Purchase Agreement, dated as of June 20, 2013, between OE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013.

10.8		Bond Purchase Agreement, dated as of June 20, 2013, between TE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013.

10.9		Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013 between CEI Funding LLC and The Cleveland Electric Illuminating Company.

10.10		Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company.

10.11		Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company.

10.12		Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company.

10.13		Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company.

10.14		Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company.

Exhibit No.		Description
1		Underwriting Agreement, dated June 21, 2006, among Barclays Capital Inc., Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, and Wachovia Capital Markets, LLC as representatives of the Underwriters named in Schedule I to the Underwriting Agreement.
4		Officer’s Certificate (including the forms of the 6.40% Senior Notes due 2016 and the 6.875% Senior Notes due 2036), dated June 21, 2006.
5.1		Opinion of Gary D. Benz, Esq.
5.2		Opinion of Akin Gump Strauss Hauer & Feld LLP
12		Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1		Consent of Gary D. Benz, Esq. (contained in Exhibit 5.1 hereto).
23.2		Consent of Akin Gump Strauss Hauer & Feld LLP (contained in Exhibit 5.2 hereto).

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned thereunto authorized.

Forward-Looking Statements: Ohio Edison Company is a wholly owned subsidiary of FirstEnergy Corp. This Form 8-K includes forward-looking statements based on information currently available to management of FirstEnergy Corp. and Ohio Edison Company. Such statements are subject to certain risks and uncertainties. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "believe," "estimate" and similar words. Actual results may differ materially due to the speed and nature of increased competition and deregulation in the electric utility industry, economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices, replacement power costs being higher than anticipated or inadequately hedged, the continued ability of FirstEnergy Corp.’s regulated utilities to collect transition and other charges or to recover increased transmission costs, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), and the legal and regulatory changes resulting from the implementation of the Energy Policy Act of 2005 (including, but not limited to, the repeal of the Public Utility Holding Company Act of 1935), the uncertainty of the timing and amounts of the capital expenditures (including that such amounts could be higher than anticipated) or levels of emission reductions related to the Consent Decree resolving the New Source Review litigation, adverse regulatory or legal decisions and outcomes (including, but not limited to, the revocation of necessary licenses or operating permits, fines or other enforcement actions and remedies) of governmental investigations and oversight, including by the Securities and Exchange Commission, the United States Attorney’s Office, the Nuclear Regulatory Commission and the various state public utility commissions as disclosed in the registrant's Securities and Exchange Commission filings, generally, and with respect to the Davis-Besse Nuclear Power Station outage and heightened scrutiny at the Perry Nuclear Power Plant in particular, the timing and outcome of various proceedings before the Public Utilities Commission of Ohio and the Pennsylvania Public Utility Commission, the continuing availability and operation of generating units, the ability of generating units to continue to operate at, or near full capacity, the inability to accomplish or realize anticipated benefits from strategic goals (including employee workforce initiatives), the anticipated benefits from voluntary pension plan contributions, the ability to improve electric commodity margins and to experience growth in the distribution business, the ability to access the public securities and other capital markets and the cost of such capital, the outcome, cost and other effects of present and potential legal and administrative proceedings and claims related to the AugustJune 1425, ~~2003~~2013 regional power outage, circumstances which may lead management to use any portion of the net proceeds from the sale of the Senior Notes issued on June 26, 2006 for purposes other than as currently contemplated, the risks and other factors discussed from time to time in the registrant's Securities and Exchange Commission filings, and other similar factors. The registrant expressly disclaims any current intention to update any forward-looking statements contained herein as a result of new information, future events, or otherwise.


FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013

By:		The Cleveland Electric Illuminating Company Ohio Edison Company The Toledo Edison Company, as Administrative Trustees

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY OHIO EDISON COMPANY THE TOLEDO EDISON COMPANY CEI FUNDING LLC OE FUNDING LLC TE FUNDING LLC

By:		/s/ K. Jon Taylor
		K. Jon Taylor Vice President and Controller

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

June 26, 2006

OHIO EDISON COMPANY Registrant By: /s/ Harvey L. Wagner Harvey L. Wagner Vice President and Controller

Filing Compare · OHIO EDISON CO