Edgar Filing: PENNSYLVANIA POWER CO

Form 8-K

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) December 16, 2005

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

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

1-3491	PENNSYLVANIA POWER COMPANY	25-0718810
	(A Pennsylvania Corporation)
	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 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 1.01 Entry into a Material Definitive Agreement.

See Item 2.01 below with respect to certain new power supply agreements among subsidiaries of FirstEnergy Corp. and Item 2.03 below with respect to certain Guaranties of FirstEnergy referred to therein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 16, 2005, Ohio Edison Company (OE), The Cleveland Electric Illuminating Company (CEI), The Toledo Edison Company (TE) and Pennsylvania Power Company (Penn, and together with OE, CEI and TE, the Utility Subsidiaries), certain operating utility subsidiaries of FirstEnergy, completed an intra-system transfer of nuclear generation assets to FirstEnergy Nuclear Generation Corp. (NGC). Penn's asset transfer was consummated pursuant to the Subscription and Capital Contribution Agreement (Penn Contribution Agreement) entered into with NGC on May 13, 2005. OE's asset transfer was consummated pursuant to the Capital Contribution Agreement (OE Contribution Agreement) entered into with NGC on May 18, 2005. CEI's and TE's asset transfers were consummated pursuant to the separate Nuclear Purchase and Sale Agreements (Nuclear PSAs) entered into with NGC on May 18, 2005. These agreements were previously disclosed on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 19, 2005.

NGC was organized under the laws of the State of Ohio for the purpose of owning the nuclear generation assets transferred from the Utility Subsidiaries. The nuclear generating plant interests transferred do not include leasehold interests of OE and TE in certain of the nuclear plants that are currently subject to sale and leaseback arrangements with non-affiliates. FirstEnergy Nuclear Operating Company, a wholly owned subsidiary of FirstEnergy, will continue to operate and maintain the nuclear generation assets. In connection with the asset transfers, OE and TE have entered into a power supply agreement with NGC pursuant to which OE and TE will sell capacity, energy and ancillary services relating to their leasehold interests. The new agreement, which replaced in part a prior similar agreement among those companies and FirstEnergy Solutions Corp. (FES), is effective through December 31, 2010 with automatic one-year renewals thereafter unless terminated by the parties thereto. Under the new agreement, OE and TE will be compensated on a cost-of-service basis. NGC will sell all capacity, energy and ancillary services available from the nuclear assets transferred as well as under this new agreement to FES pursuant to a power sale agreement for subsequent resale to wholesale and retail customers.

Pursuant to the Penn Contribution Agreement, Penn previously acquired the common stock of NGC. Upon closing, Penn made a capital contribution to NGC of its undivided ownership interests in certain nuclear generation assets, together with associated decommissioning trust funds and other related assets. In connection with the contribution, NGC assumed Penn's obligations with respect to approximately $63 million aggregate principal amount of outstanding pollution control debt and certain other liabilities associated with the transferred assets. In addition, Penn received a promissory note from NGC in the principal amount of approximately $166 million, representing the net book value of the contributed assets as of September 30, 2005, less other liabilities assumed. The note bears interest at a rate per annum based on Penn's weighted average cost of long-term debt (5.39%), matures twenty years from the date of issuance, and is subject to prepayment at any time, in whole or in part, by NGC. Following the capital contribution, Penn distributed the common stock of NGC as a dividend to its parent, OE, such that NGC became a wholly owned subsidiary of OE, as further described below.

Pursuant to the OE Contribution Agreement, OE made a capital contribution to NGC of its undivided ownership interests in certain nuclear generation assets, the common stock of OES Nuclear Incorporated (OES Nuclear), a wholly owned subsidiary of OE that held an undivided ownership interest in the Perry Nuclear Power Plant, together with associated decommissioning trust funds and other related assets. In connection with the contribution, NGC assumed OE's obligations with respect to approximately $115 million aggregate principal amount of outstanding pollution control debt and certain other liabilities associated with the transferred assets. In addition, OE received a promissory note from NGC in the principal amount of approximately $232 million, representing the net book value of the contributed assets as of September 30, 2005, less other liabilities assumed. The note bears interest at a rate per annum based on OE's weighted average cost of long-term debt (3.98%), matures twenty years from the date of issuance, and is subject to prepayment at any time, in whole or in part, by NGC. Following the capital contribution, OES Nuclear was merged with and into NGC, and OE distributed the common stock of NGC as a dividend to its parent, FirstEnergy, such that NGC is currently a direct wholly owned subsidiary of FirstEnergy.

Pursuant to the Nuclear PSAs, NGC purchased CEI's and TE's respective undivided ownership interests in certain nuclear generation assets for a purchase price equal to their net book values as of September 30, 2005 (CEI - $993 million, TE - $706 million), together with CEI's and TE's respective interests in associated decommissioning trust funds and other related assets, less the amount of obligations under outstanding pollution control debt (CEI - $367 million, TE - $284 million) and the agreed upon value of certain other liabilities associated with the transferred assets. As consideration, NGC delivered to each of CEI and TE a promissory note that is secured by a lien on the transferred assets, which bears interest at a rate per annum based on CEI's and TE's weighted average cost of long-term debt (5.99% and 4.38%, respectively), and matures twenty years from the date of issuance. NGC may pre-pay each note at any time, in whole or in part, at its option without penalty.

In conjunction with the asset transfers, FirstEnergy made a cash capital contribution to NGC of approximately $750 million. NGC expects to use the proceeds from the capital contribution to pre-pay a portion of the promissory notes described above (CEI - $465 million; TE - $265 million; Penn - $20 million).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 16, 2005, FirstEnergy entered into five separate guaranties (Guaranties) in connection with the issuance of five new series of pollution control revenue refunding bonds (Bonds) by the Ohio Water Development Authority (OWDA), Ohio Air Quality Development Authority (OAQDA) and Beaver County Industrial Development Authority (BCIDA, and together with the OWDA and OAQDA, the Authorities) on behalf of NGC as follows:

Authority	Series	Principal Amount	Maturity
OWDA	Series 2005-A	$ 99,100,000	August 1, 2033
OWDA	Series 2005-B	82,800,000	January 1, 2034
OAQDA	Series 2005-A	8,000,000	August 1, 2033
OAQDA	Series 2005-B	7,200,000	January 1, 2034
BCIDA	Series 2005-A	72,650,000	January 1, 2035
Total		$269,750,000

Principal or redemption price of and interest on, and purchase price of, each series of the Bonds is payable from a pledge of revenues derived by the respective Authority pursuant to a separate Loan Agreement between the respective Authority and NGC, and NGC’s related unsecured promissory note. Payment of the principal or redemption price of and interest on, and purchase price of, the Bonds of each series will be fully secured by a separate irrevocable, direct-pay letter of credit (each a Letter of Credit) delivered to J.P. Morgan Trust Company, National Association, as Trustee for each series of Bonds, by Barclays Bank PLC (Barclays). Each Letter of Credit will permit the Trustee to draw up to (a) an amount sufficient to pay the principal of the applicable Bonds or the portion of the purchase price corresponding to principal of such Bonds, plus (b) an amount equal to 36 days’ interest accrued on applicable Bonds, computed at a maximum rate of 10% per annum, to pay accrued and unpaid interest on such Bonds or the portion of the purchase price corresponding to accrued and unpaid interest on such Bonds. Each Letter of Credit will expire December 16, 2010 unless terminated earlier or extended in accordance with its terms. If a Letter of Credit is not extended, is cancelled or is replaced as described herein, the Bonds entitled to the benefit of that Letter of Credit will be subject to mandatory purchase prior to the cancellation, expiration or replacement of such Letter of Credit.

From the date of issuance of the Bonds, the Bonds of each series will accrue interest at Weekly Rates determined by the applicable remarketing agent as set forth in the related Trust Indenture. The method of determining the interest rate on the Bonds may be converted from time to time in accordance with the Trust Indenture to a Daily Rate, a Weekly Rate, a Commercial Paper Rate, a Semi-Annual Rate, an Annual Rate, a Two-Year Rate, a Three-Year Rate, a Five-Year Rate, a Long Term Rate or a Dutch Auction Rate. The Bonds of each series will be subject to optional, extraordinary optional and special mandatory redemption prior to maturity, and to optional and mandatory tender for purchase and remarketing in certain circumstances described in the Trust Indentures.

FirstEnergy delivered a separate Guaranty to Barclays, as Administrative Agent and Fronting Bank under each Letter of Credit and Reimbursement Agreement, dated as of December 16, 2005, with NGC and the banks parties thereto pursuant to which Barclays issued each Letter of Credit. In certain circumstances relating to the attainment of investment grade credit ratings and specified levels of financial performance by FES or NGC in the future, FirstEnergy’ may elect to have its obligations under each Guaranty reduced to zero.

The proceeds of the Bonds were used, together with additional funds provided by NGC in respect of applicable accrued interest and premium, if any, to refund an equal principal amount of bonds (the Prior Bonds) previously issued by the Authorities on behalf of OE ($115 million), Penn ($63 million) and TE ($91 million). The Prior Bonds were issued to finance or refinance certain air quality and water pollution control facilities and sewage or solid waste disposal facilities at the Beaver Valley Power Station and the Perry Nuclear Power Plant.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of each Guaranty, Reimbursement Agreement, Trust Indenture and Loan Agreement.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The following unaudited financial statements reflect the pro forma impact on each Utility Subsidiary of the nuclear generation asset transfers discussed above in Item 2.01 and the fossil and hydro-electric (non-nuclear) generation asset transfers to FirstEnergy Generation Corp. (FGCO) completed on October 24, 2005, as disclosed on Form 8-K filed with the SEC on October 24, 2005. The unaudited Pro Forma Consolidated Balance Sheets as of September 30, 2005 depict the impact of the asset transfers as if the transactions had occurred on September 30, 2005. The unaudited Pro Forma Consolidated Statements of Income for the nine month period ended September 30, 2005 depict the pro forma impact of the asset transfers as if the transactions had occurred on January 1, 2005. The pro forma financial statements have been prepared for comparative purposes only and do not purport to be indicative of future results of operations or financial condition.

Combined Explanatory Notes for the Pro Forma Consolidated Statements of Income

a.	The elimination of operating revenues from the lease rental of non-nuclear generation assets to FGCO.
b.	The elimination of depreciation expense on non-nuclear generation assets.
c.	The elimination of property tax expense on non-nuclear generation assets.
d.	The addition of interest income on the new associated company note receivable from FGCO for the transfer of non-nuclear generation net assets.
e.	The elimination of wholesale revenues from the sale of nuclear generation to FES.
f.	The elimination of fuel expense related to nuclear generation assets.
g.	The elimination of operating costs related to nuclear generation assets.
h.	The elimination of depreciation expense and asset retirement obligation accretion related to nuclear generation assets.
i.	The elimination of property tax expense on nuclear generation assets.
j.	The elimination of earnings on nuclear decommissioning trusts.
k.	The addition of interest income on the new associated company note receivable from NGC for the transfer of nuclear generation assets.
l.	The elimination of interest expense on pollution control revenue bonds to be transferred with the disposition of nuclear generation assets.
m.	The elimination of the allowance for borrowed funds used during construction on nuclear capital expenditures.
n.	The reduction of interest expense on associated company money pool debt resulting from the utilization of NGC's initial payment on the new associated company note receivable.
o.	To reclassify the reversal of the lease market valuation liability from nuclear operating costs to purchased power.
p.	The income tax effect of the pro forma adjustments at a composite tax rate of approximately 41%.

OHIO EDISON COMPANY

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
for the nine month period ended September 30, 2005
(Unaudited)
				Non-Nuclear						Nuclear
	As Reported			Adjustments			Pro Forma			Adjustments			Pro Forma
	*(In thousands)*

OPERATING REVENUES	$	2,268,760		$	(132,999	) a	$	2,135,761		$	(219,942	) e	$	1,915,819

OPERATING EXPENSES AND TAXES:
Fuel		39,080						39,080			(32,188	) f		6,892
Purchased power		703,658						703,658						703,658
Nuclear operating costs		264,514						264,514			(122,527	) g		141,987
Other operating costs		293,530						293,530						293,530
Provision for depreciation		87,875			(30,124	) b		57,751			(10,520	) h		47,231
Amortization of regulatory assets		347,880						347,880						347,880
Deferral of new regulatory assets		(107,750	)					(107,750	)					(107,750	)
General taxes		146,066			(4,247	) c		141,819			(4,415	) i		137,404
Income taxes		245,942			(40,801	) p		205,141			(21,691	) p		183,450
Total operating expenses and taxes		2,020,795			(75,172	)		1,945,623			(191,341	)		1,754,282

OPERATING INCOME		247,965			(57,827	)		190,138			(28,601	)		161,537

											(6,590	) j
											7,504	k
OTHER INCOME (net of income taxes)		37,352			20,832	d		58,184			914			59,098

NET INTEREST CHARGES:
Interest on long-term debt		44,330						44,330			(4,109	) l		40,221
Allowance for borrowed funds used during construction		(8,255	)					(8,255	)		6,615	m		(1,640	)
Other interest expense		12,457						12,457			(455	) n		12,002
Subsidiary's preferred stock dividend requirements		1,534						1,534						1,534
Net interest charges		50,066			-			50,066			2,051			52,117

NET INCOME		235,251			(36,995	)		198,256			(29,738	)		168,518

PREFERRED STOCK DIVIDEND REQUIREMENTS		1,976						1,976						1,976

EARNINGS ON COMMON STOCK	$	233,275		$	(36,995	)	$	196,280		$	(29,738	)	$	166,542

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
for the nine month period ended September 30, 2005
(Unaudited)
				Non-Nuclear						Nuclear
	As Reported			Adjustments			Pro Forma			Adjustments			Pro Forma
	*(In thousands)*

OPERATING REVENUES	$	1,408,341		$	(43,922	) a	$	1,364,419		$	(165,683	) e	$	1,198,736

OPERATING EXPENSES AND TAXES:
Fuel		64,138						64,138			(24,614	) f		39,524
Purchased power		411,366						411,366			(23,400	) o		387,966
Nuclear operating costs		121,765						121,765			(121,765	) g,o		-
Other operating costs		227,759						227,759						227,759
Provision for depreciation		100,602			(15,064	) b		85,538			(30,036	) h		55,502
Amortization of regulatory assets		177,497						177,497						177,497
Deferral of new regulatory assets		(126,508	)					(126,508	)					(126,508	)
General taxes		115,546			(5,276	) c		110,270			(6,719	) i		103,551
Income taxes		94,897			(9,731	) p		85,166			20,605	p		105,771
Total operating expenses and taxes		1,187,062			(30,071	)		1,156,991			(185,929	)		971,062

OPERATING INCOME		221,279			(13,851	)		207,428			20,246			227,674

											(16,118	) j
											13,934	k
OTHER INCOME (net of income taxes)		37,691			10,276	d		47,967			(2,184	)		45,783

NET INTEREST CHARGES:
Interest on long-term debt		83,452						83,452						83,452
Allowance for borrowed funds used during construction		(2,012	)					(2,012	)		1,489	m		(523	)
Other interest expense		12,952						12,952			(10,567	) n		2,385
Net interest charges		94,392			-			94,392			(9,078	)		85,314

NET INCOME		164,578			(3,575	)		161,003			27,140			188,143

PREFERRED STOCK DIVIDEND REQUIREMENTS		2,918						2,918						2,918

EARNINGS ON COMMON STOCK	$	161,660		$	(3,575	)	$	158,085		$	27,140		$	185,225

THE TOLEDO EDISON COMPANY

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
for the nine month period ended September 30, 2005
(Unaudited)
				Non-Nuclear						Nuclear
	As Reported			Adjustments			Pro Forma			Adjustments			Pro Forma
	*(In thousands)*

OPERATING REVENUES	$	787,824		$	(10,887	) a	$	776,937		$	(97,584	) e	$	679,353

OPERATING EXPENSES AND TAXES:
Fuel		43,474						43,474			(15,112	) f		28,362
Purchased power		225,600						225,600						225,600
Nuclear operating costs		145,059						145,059			(82,810	) g		62,249
Other operating costs		123,823						123,823						123,823
Provision for depreciation		48,724			(2,505	) b		46,219			(19,867	) h		26,352
Amortization of regulatory assets		107,672						107,672						107,672
Deferral of new regulatory assets		(41,473	)					(41,473	)					(41,473	)
General taxes		41,960			(1,901	) c		40,059			(2,678	) i		37,381
Income taxes		44,160			(2,675	) p		41,485			11,725	p		53,210
Total operating expenses and taxes		738,999			(7,081	)		731,918			(108,742	)		623,176

OPERATING INCOME		48,825			(3,806	)		45,019			11,158			56,177

											(11,446	) j
											8,504	k
OTHER INCOME (net of income taxes)		18,173			1,915	d		20,088			(2,942	)		17,146

NET INTEREST CHARGES:
Interest on long-term debt		12,655						12,655						12,655
Allowance for borrowed funds used during construction		(117	)					(117	)		495	m		378
Other interest expense		4,192						4,192			(6,022	) n		(1,830	)
Net interest charges		16,730			-			16,730			(5,527	)		11,203

NET INCOME		50,268			(1,891	)		48,377			13,743			62,120

PREFERRED STOCK DIVIDEND REQUIREMENTS		6,109						6,109						6,109

EARNINGS ON COMMON STOCK	$	44,159		$	(1,891	)	$	42,268		$	13,743		$	56,011

PENNSYLVANIA POWER COMPANY

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
for the nine month period ended September 30, 2005
(Unaudited)
				Non-Nuclear						Nuclear
	As Reported			Adjustments			Pro Forma			Adjustments			Pro Forma
	*(In thousands)*

OPERATING REVENUES	$	414,306		$	(15,102	) a	$	399,204		$	(117,776	) e	$	281,428

OPERATING EXPENSES AND TAXES:
Fuel		17,351						17,351			(17,330	) f		21
Purchased power		131,948						131,948						131,948
Nuclear operating costs		56,710						56,710			(56,710	) g		-
Other operating costs		48,541						48,541						48,541
Provision for depreciation		11,351			(2,726	) b		8,625			(1,618	) h		7,007
Amortization of regulatory assets		29,499						29,499						29,499
General taxes		19,752			(253	) c		19,499			(769	) i		18,730
Income taxes		43,055			(5,026	) p		38,029			(17,780	) p		20,249
Total operating expenses and taxes		358,207			(8,005	)		350,202			(94,207	)		255,995

OPERATING INCOME		56,099			(7,097	)		49,002			(23,569	)		25,433

OTHER INCOME (net of income taxes)		623			2,951	d		3,574			3,445	k		7,019

NET INTEREST CHARGES:
Interest expense		7,477						7,477			(2,821	) l,n		4,656
Allowance for borrowed funds used during construction		(4,508	)					(4,508	)		4,357	m		(151	)
Net interest charges		2,969			-			2,969			1,536			4,505

NET INCOME		53,753			(4,146	)		49,607			(21,660	)		27,947

PREFERRED STOCK DIVIDEND REQUIREMENTS		1,534						1,534						1,534

EARNINGS ON COMMON STOCK	$	52,219		$	(4,146	)	$	48,073		$	(21,660	)	$	26,413

Combined Explanatory Notes for the Pro Forma Consolidated Balance Sheets

a.	The transfer of non-nuclear generation plant in service to FGCO.
b.	The transfer of the accumulated provision for depreciation on non-nuclear plant in service to FGCO.
c.	The establishment of an associated company note receivable as consideration for pollution control debt to be assumed by FGCO or NGC at a future date.
d.	The establishment of an associated company note receivable as consideration for the purchased assets and assumption of liabilities.
e.	The transfer of other property and investments related to non-nuclear plant assets to FGCO.
f.	The transfer of the current portion of pollution control revenue bonds related to nuclear generation plant to NGC.
g.	The transfer of materials and supplies for non-nuclear generation plant to FGCO.
h.	The transfer of accrued interest for debt related to nuclear generation plant to NGC.
i.	The distribution of the nuclear net assets spin as a dividend to the respective parent company.
j.	To record in other paid-in capital the difference between the net book value and the purchase price, pursuant to the purchase option in the Master Lease, for the non-nuclear generation assets.
k.	The transfer of unrealized gains and losses on decommissioning trust investments recorded as other comprehensive income to NGC.
l.	The use of proceeds from the nuclear asset transfer to reduce associated company money pool debt.
m.	The transfer of accumulated deferred income taxes for non-nuclear generation plant to FGCO.
n.	The transfer of accumulated deferred investment tax credits for non-nuclear generation plant to FGCO.
o.	The transfer of asset retirement obligations related to the non-nuclear generation plants to FGCO.
p.	The transfer of other property and investments related to nuclear plant assets to NGC.
q.	The transfer of nuclear plant in service and nuclear fuel in service to NGC.
r.	The transfer of the accumulated provision for depreciation and amortization for nuclear plant in service and nuclear fuel in service to NGC.
s.	The transfer of nuclear plant construction work in progress to NGC.
t.	The transfer of nuclear fuel construction work in progress to NGC.
u.	The transfer of nuclear plant decommissioning trusts to NGC.
v.	The establishment of a parent company investment in NGC.
w.	The transfer of materials and supplies for nuclear plant to NGC.
x.	The reversal of regulatory liabilities to reflect the discontinued application of SFAS No. 71 accounting for decommissioning trust activity.
y.	The transfer of other current liabilities related to nuclear generation plant to NGC.
z.	The transfer of accumulated deferred income taxes for nuclear generation plant to NGC.
aa.	The transfer of other deferred charges for nuclear plant to NGC.
bb.	The transfer of asset retirement obligations related to the nuclear generation plants to NGC.
cc.	The transfer of the long-term portion of pollution control revenue bonds related to nuclear generation plant to NGC.
dd.	The transfer of accumulated deferred investment tax credits for nuclear generation plant to NGC.
ee.	The transfer of OES Nuclear common stock to NGC.

OHIO EDISON COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2005
(Unaudited)
													Transfer
				Non-nuclear						Nuclear			Investment in
	As Reported			Adjustments			Pro Forma			Adjustments			Subsidiary			Pro Forma

	(In thousands)
ASSETS
UTILITY PLANT:
In service	$	5,573,996		$	(2,248,017	) a	$	3,325,979		$	(1,056,145	) q	$	-		$	2,269,834
Less-Accumulated provision for depreciation		2,793,343			(1,317,719	) b		1,475,624			(631,569	) r					844,055
		2,780,653			(930,298	)		1,850,355			(424,576	)		-			1,425,779
Construction work in progress-																	-
Electric plant		246,325						246,325			(225,116	) s					21,209
Nuclear Fuel		17,972						17,972			(17,972	) t					-
		264,297			-			264,297			(243,088	)		-			21,209
		3,044,950			(930,298	)		2,114,652			(667,664	)		-			1,446,988
OTHER PROPERTY AND INVESTMENTS:																	-
Investment in lease obligation bonds		341,335						341,335									341,335
Nuclear plant decommissioning trusts		462,439						462,439			(362,099	) u					100,340
Long-term notes receivable from associated companies		207,089			1,146,169	c,d		1,353,258			377,430	c,d					1,730,688
Other		44,623			(367	) e		44,256			112,709	p,v		(112,911	) i		44,054
		1,055,486			1,145,802			2,201,288			128,040			(112,911	)		2,216,417
CURRENT ASSETS:																	-
Cash and cash equivalents		900						900									900
Receivables-																	-
Customers		285,462						285,462									285,462
Associated companies		121,262						121,262									121,262
Other		20,653						20,653									20,653
Notes receivable from associated companies		798,513						798,513									798,513
Materials and supplies, at average cost		92,610			(2,644	) g		89,966			(89,966	) w					-
Prepayments and other		17,336						17,336									17,336
		1,336,736			(2,644	)		1,334,092			(89,966	)		-			1,244,126
DEFERRED CHARGES:																	-
Regulatory assets		844,590						844,590			63,367	x					907,957
Property taxes		61,419						61,419									61,419
Unamortized sale and leaseback costs		56,477						56,477									56,477
Other		67,093						67,093			(3,454	) aa					63,639
		1,029,579			-			1,029,579			59,913						1,089,492
	$	6,466,751		$	212,860		$	6,679,611		$	(569,677	)	$	(112,911	)	$	5,997,023
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stockholder's equity-
Common stock, without par value	$	2,099,099		$	174,835	j	$	2,273,934		$	(10	) ee	$	-		$	2,273,924
Accumulated other comprehensive loss		(58,484	)					(58,484	)		(7,181	) k					(65,665	)
Retained earnings		434,473						434,473			37,147	x		(112,911	) i		358,709
Total common stockholder's equity		2,475,088			174,835			2,649,923			29,956			(112,911	)		2,566,968
Preferred stock		60,965						60,965									60,965
Preferred stock of consolidated subsidiary		14,105						14,105									14,105
Long-term debt and other long-term obligations		1,099,147						1,099,147			(267,728	) cc					831,419
		3,649,305			174,835			3,824,140			(237,772	)		(112,911	)		3,473,457
CURRENT LIABILITIES:
Currently payable long-term debt		273,656						273,656			(15,500	) f					258,156
Short-term borrowings-
Associated companies		120,971						120,971			(20,000	) l					100,971
Other		123,584						123,584									123,584
Accounts payable-
Associated companies		81,980						81,980									81,980
Other		11,289						11,289									11,289
Accrued taxes		213,843						213,843									213,843
Other		117,268						117,268			(4,756	) y					112,512
		942,591			-			942,591			(40,256	)		-			902,335
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		688,702			71,153	m		759,855			2,432	z					762,287
Accumulated deferred investment tax credits		52,108			(23,908	) n		28,200			(812	) dd					27,388
Asset retirement obligation		364,525			(9,220	) o		355,305			(293,269	) bb					62,036
Retirement benefits		320,044						320,044									320,044
Other		449,476						449,476									449,476
		1,874,855			38,025			1,912,880			(291,649	)		-			1,621,231
COMMITMENTS AND CONTINGENCIES
	$	6,466,751		$	212,860		$	6,679,611		$	(569,677	)	$	(112,911	)	$	5,997,023

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
as of September 30, 2005
(Unaudited)

			Non-nuclear					Nuclear
	As Reported		Adjustments			Pro Forma		Adjustments			Pro Forma
ASSETS
	(In thousands)
UTILITY PLANT:
In service	$	4,498,876	$	(1,252,552	) a	$	3,246,324	$	(1,235,420	) q	$	2,010,904
Less-Accumulated provision for depreciation		2,020,868		(823,166	) b		1,197,702		(422,802	) r		774,900
		2,478,008		(429,386	)		2,048,622		(812,618	)		1,236,004
Construction work in progress-
Electric plant		90,911					90,911		(53,982	) s		36,929
Nuclear fuel		8,632					8,632		(8,632	) t		-
		99,543		-			99,543		(62,614	)		36,929
		2,577,551		(429,386	)		2,148,165		(875,232	)		1,272,933
OTHER PROPERTY AND INVESTMENTS:
Investment in lessor notes		564,169					564,169					564,169
Nuclear plant decommissioning trusts		427,920					427,920		(427,920	) u		-
Long-term notes receivable from associated companies		8,774		389,462	c,d		398,236		528,102	c,d		926,338
Other		16,028		(3,889	) e		12,139		(1,518	) p		10,621
		1,016,891		385,573			1,402,464		98,664			1,501,128
CURRENT ASSETS:
Cash and cash equivalents		207					207					207
Receivables-
Customers		255,769					255,769					255,769
Associated companies		19,883					19,883					19,883
Other		9,651					9,651					9,651
Materials and supplies, at average cost		72,506		(11,461	) g		61,045		(61,045	) w		-
Prepayments and other		2,769					2,769					2,769
		360,785		(11,461	)		349,324		(61,045	)		288,279
DEFERRED CHARGES:
Goodwill		1,688,966					1,688,966					1,688,966
Regulatory assets		889,127					889,127					889,127
Property taxes		77,792					77,792					77,792
Other		29,995					29,995					29,995
		2,685,880		-			2,685,880		-			2,685,880
	$	6,641,107	$	(55,274	)	$	6,585,833	$	(837,613	)	$	5,748,220
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stockholder's equity-
Common stock, without par value	$	1,356,998	$	(31,330	) j	$	1,325,668	$	-		$	1,325,668
Accumulated other comprehensive income		12,148					12,148		(30,231	) k		(18,083	)
Retained earnings		574,394					574,394					574,394
Total common stockholder's equity		1,943,540		(31,330	)		1,912,210		(30,231	)		1,881,979
Long-term debt and other long-term obligations		1,939,730					1,939,730					1,939,730
		3,883,270		(31,330	)		3,851,940		(30,231	)		3,821,709
CURRENT LIABILITIES:
Currently payable long-term debt		75,706					75,706					75,706
Short-term borrowings-
Associated companies		518,784					518,784		(465,000	) l		53,784
Other		35,000					35,000					35,000
Accounts payable-
Associated companies		33,802					33,802					33,802
Other		6,702					6,702					6,702
Accrued taxes		156,630					156,630					156,630
Accrued interest		27,242					27,242					27,242
Lease market valuation liability		60,200					60,200					60,200
Other		39,094					39,094		(4,412	) y		34,682
		953,160		-			953,160		(469,412	)		483,748
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		552,072		(6,472	) m		545,600		(39,443	) z		506,157
Accumulated deferred investment tax credits		58,736		(14,682	) n		44,054		(21,552	) dd		22,502
Lease market valuation liability		623,100					623,100					623,100
Asset retirement obligation		280,765		(2,790	) o		277,975		(276,975	) bb		1,000
Retirement benefits		86,597					86,597					86,597
Other		203,407					203,407					203,407
		1,804,677		(23,944	)		1,780,733		(337,970	)		1,442,763
COMMITMENTS AND CONTINGENCIES
	$	6,641,107	$	(55,274	)	$	6,585,833	$	(837,613	)	$	5,748,220

THE TOLEDO EDISON COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
as of September 30, 2005
(Unaudited)

			Non-nuclear					Nuclear
	As Reported		Adjustments			Pro Forma		Adjustments			Pro Forma
ASSETS
	(In thousands)
UTILITY PLANT:
In service	$	1,906,941	$	(250,615	) a	$	1,656,326	$	(839,701	) q	$	816,625
Less-Accumulated provision for depreciation		820,562		(179,503	) b		641,059		(273,936	) r		367,123
		1,086,379		(71,112	)		1,015,267		(565,765	)		449,502
Construction work in progress-
Electric plant		55,376					55,376		(42,989	) s		12,387
Nuclear Fuel		7,370					7,370		(7,371	) t		(1	)
		62,746		-			62,746		(50,360	)		12,386
		1,149,125		(71,112	)		1,078,013		(616,125	)		461,888
OTHER PROPERTY AND INVESTMENTS:
Investment in lessor notes		178,765					178,765					178,765
Nuclear plant decommissioning trusts		335,553					335,553		(275,419	) u		60,134
Long-term notes receivable from associated companies		39,964		99,257	c,d		139,221		440,780	c,d		580,001
Other		1,741		(149	) e		1,592		(62	) p		1,530
		556,023		99,108			655,131		165,299			820,430
CURRENT ASSETS:
Cash and cash equivalents		15					15					15
Receivables-
Customers		2,412					2,412					2,412
Associated companies		10,168					10,168					10,168
Other		8,658					8,658					8,658
Notes receivable from associated companies		52,639					52,639					52,639
Materials and supplies, at average cost		42,404		(620	) g		41,784		(41,783	) w		1
Prepayments and other		1,712					1,712					1,712
		118,008		(620	)		117,388		(41,783	)		75,605
DEFERRED CHARGES:
Goodwill		501,022					501,022					501,022
Regulatory assets		309,835					309,835					309,835
Property taxes		24,100					24,100					24,100
Other		26,520					26,520					26,520
		861,477		-			861,477		-			861,477
	$	2,684,633	$	27,376		$	2,712,009	$	(492,609	)	$	2,219,400
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stockholder's equity-
Common stock, $5 par value	$	195,670				$	195,670	$	-		$	195,670
Other paid-in capital		428,572		23,220	j		451,792					451,792
Accumulated other comprehensive income		15,878					15,878		(18,487	) k		(2,609	)
Retained earnings		225,218					225,218					225,218
Total common stockholder's equity		865,338		23,220			888,558		(18,487	)		870,071
Preferred stock not subject to mandatory redemption		96,000					96,000					96,000
Long-term debt		296,373					296,373					296,373
		1,257,711		23,220			1,280,931		(18,487	)		1,262,444
CURRENT LIABILITIES:
Currently payable long-term debt		53,650					53,650					53,650
Accounts payable-							-					-
Associated companies		28,456					28,456					28,456
Other		3,252					3,252					3,252
Notes payable to associated companies		378,190					378,190		(265,000	) l		113,190
Accrued taxes		72,214					72,214					72,214
Lease market valuation liability		24,600					24,600					24,600
Other		28,735					28,735		(3,460	) y		25,275
		589,097		-			589,097		(268,460	)		320,637
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		222,985		9,510	m		232,495		(21,331	) z		211,164
Accumulated deferred investment tax credits		24,697		(3,675	) n		21,022		(8,953	) dd		12,069
Lease market valuation liability		249,550					249,550					249,550
Retirement benefits		42,998					42,998					42,998
Asset retirement obligation		200,078		(1,679	) o		198,399		(175,378	) bb		23,021
Other		97,517					97,517					97,517
		837,825		4,156			841,981		(205,662	)		636,319
COMMITMENTS AND CONTINGENCIES
	$	2,684,633	$	27,376		$	2,712,009	$	(492,609	)	$	2,219,400

PENNSYLVANIA POWER COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
as of September 30, 2005
(Unaudited)
													Transfer
				Non-nuclear						Nuclear			Investment
	As Reported			Adjustments			Pro Forma			Adjustments			in Subsidiary			Pro Forma

	(In thousands)
ASSETS
UTILITY PLANT:
In service	$	907,382		$	(252,767	) a	$	654,615		$	(298,067	) q	$	-		$	356,548
Less-Accumulated provision for depreciation		378,707			(129,810	) b		248,897			(122,028	) r					126,869
		528,675			(122,957	)		405,718			(176,039	)		-			229,679
Construction work in progress-
Electric plant		133,790						133,790			(130,909	) s					2,881
Nuclear Fuel		10,428						10,428			(10,428	) t					-
		144,218			-			144,218			(141,337	)		-			2,881
		672,893			(122,957	)		549,936			(317,376	)		-			232,560
OTHER PROPERTY AND INVESTMENTS:
Nuclear plant decommissioning trusts		146,706						146,706			(146,706	) u					-
Long-term notes receivable from associated companies		32,864			124,699	c,d		157,563			145,559	d					303,122
Other		502			(183	) e		319			112,911	v		(112,911	) i		319
		180,072			124,516			304,588			111,764			(112,911	)		303,441
CURRENT ASSETS:
Cash and cash equivalents		24						24									24
Notes receivable from associated companies		566						566									566
Receivables-
Customers		44,990						44,990									44,990
Associated companies		6,206						6,206									6,206
Other		2,617						2,617									2,617
Materials and supplies, at average cost		37,974			(671	) g		37,303			(37,303	) w					-
Prepayments and other		12,110						12,110									12,110
		104,487			(671	)		103,816			(37,303	)		-			66,513
DEFERRED CHARGES:
Regulatory assets		-						-			15,558	x					15,558
Other		10,721						10,721			(2,253	) aa					8,468
		10,721			-			10,721			13,305			-			24,026
	$	968,173		$	888		$	969,061		$	(229,610	)	$	(112,911	)	$	626,540
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stockholder's equity-
Common stock, $30 par value	$	188,700		$	-		$	188,700		$	-		$	-		$	188,700
Other paid-in capital		65,035			2,455	j		67,490									67,490
Accumulated other comprehensive loss		(13,706	)					(13,706	)								(13,706	)
Retained earnings		131,914						131,914			37,147	x		(112,911	) i		56,150
Total common stockholder's equity		371,943			2,455			374,398			37,147			(112,911	)		298,634
Preferred stock not subject to mandatory redemption		14,105						14,105									14,105
Long-term debt and other long-term obligations		121,170						121,170			(52,828	) cc					68,342
		507,218			2,455			509,673			(15,681	)		(112,911	)		381,081
CURRENT LIABILITIES:
Currently payable long-term debt		25,774						25,774			(10,300	) f					15,474
Short-term borrowings-
Associated companies		34,821						34,821			(20,000	) l					14,821
Accounts payable-
Associated companies		16,864						16,864									16,864
Other		1,884						1,884									1,884
Accrued taxes		26,163						26,163									26,163
Accrued interest		1,635						1,635			(679	) h					956
Other		8,491						8,491									8,491
		115,632			-			115,632			(30,979	)		-			84,653
NONCURRENT LIABILITIES:
Accumulated deferred income taxes		79,801			1,054	m		80,855			19,202	z					100,057
Asset retirement obligation		155,959			(2,243	) o		153,716			(153,716	) bb					-
Retirement benefits		51,389						51,389									51,389
Regulatory liabilities		47,809						47,809			(47,809	) x					-
Other		10,365			(378	) n		9,987			(627	) dd					9,360
		345,323			(1,567	)		343,756			(182,950	)		-			160,806
COMMITMENTS AND CONTINGENCIES
	$	968,173		$	888		$	969,061		$	(229,610	)	$	(112,911	)	$	626,540

Forward-Looking Statements: This Form 8-K includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements 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 our regulated utilities to collect transition and other charges, maintenance costs being higher than anticipated, legislative and regulatory changes (including revised environmental requirements), 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 settlement agreement 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 government 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 registrants' 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, rising interest rates and other inflationary trends, 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 of strategic goals (including employee workforce factors), 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 August 14, 2003 regional power outage, circumstances which may lead management to not seek, or the Board of Directors to not grant, in each case in its sole discretion, authority for the implementation of a share repurchase program in the future, the risks and other factors discussed from time to time in the registrants' Securities and Exchange Commission filings, including their annual report on Form 10-K for the year ended December 31, 2004, and other similar factors. The registrants expressly disclaim any current intention to update any forward-looking statements contained in this document as a result of new information, future events, or otherwise.

SIGNATURE

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

December 16, 2005

	FIRSTENERGY CORP.
	Registrant

	OHIO EDISON COMPANY
	Registrant

	THE CLEVELAND ELECTRIC
	ILLUMINATING COMPANY
	Registrant

	THE TOLEDO EDISON COMPANY
	Registrant

	PENNSYLVANIA POWER COMPANY
	Registrant


			/s/ Harvey L. Wagner
			Harvey L. Wagner Vice President, Controller and Chief Accounting Officer