TEXT-Fitch affirms FirstEnergy's utility subsidiaries ratings

May 24 - Fitch has affirmed the long-term ratings of the regulated electric
utility subsidiaries of FirstEnergy Corp. (FE, Issuer Default Rating
'BBB'; Outlook Negative by Fitch). A full list of ratings follows at the end of
this release.

Utility companies included in the rating action are: Ohio Edison Co. (OE);
Pennsylvania Power Co. (Penn Power); Toledo Edison Co. (TE); Cleveland Electric
Illuminating Co. (CEI); Metropolitan Edison (MetEd); Pennsylvania Electric Co.
(PenElec); West Penn Power Co. (WPP), Jersey Central Power & Light Co. (JCPL);
Potomac Edison (PotEd); Monongahela Power Co. (MP); Trans-Allegheny Interstate
Line Co. (TrAILCo); and, American Transmission Systems Inc. (ATSI).

In addition, Fitch has downgraded the short-term ratings of the above mentioned
utilities, with the exception of TrAILCo and ATSI, to F3 from F2. The reduction
in short-term ratings reflects Fitch's more common corporate
long-term/short-term notching. TrAILCo and ATSI's short-term IDRs have been
affirmed at 'F2'.

The Rating Outlook is Stable for all the aforementioned utilities. Approximately
$11 billion of debt is affected by the rating action.

Concurrently, Fitch has taken several rating actions impacting the ratings of FE
and its unregulated power supply subsidiaries. For additional details, please
refer to Fitch's press release titled 'Fitch Affirms FirstEnergy Corp &
FirstEnergy Solutions at 'BBB'; Outlook Revised to Negative' dated May 24, 2012.

Key rating drivers for the electric transmission and distribution (T&D)
companies include:

--Low risk regulated T&D operations, with no commodity exposure
--Electric security plan (ESP) in place for Ohio utilities (OE, TE, CEI) through
2014, likely to be extended through May 2016
--Reasonably balanced regulatory environments in Pennsylvania and New Jersey
--Below average, albeit improving, regulatory environments in Maryland and West
Virginia
--Functional and financial ties with parent, FE

FE's electric utility subsidiaries are primarily distribution operating
companies serving significant portions of Ohio, Pennsylvania, New Jersey,
Maryland and West Virginia. The utilities benefit from generally balanced
regulatory jurisdictions, relatively low risk profiles and credit metrics that
are generally consistent with the rating categories. Ohio, Pennsylvania and New
Jersey account for more than 85% of FE's total estimated 2012 electric
distribution deliveries.

FE's electric utility subsidiaries participate in a money pool and have
sub-limits that allow them to borrow under the parent company's $2 billion
credit facility. FE recently renegotiated the $2 billion facility, extending its
termination date to May, 2017. In addition, FE Transmission, ATSI, and TrAILCO
closed on a $1 billion five-year credit facility, which replaces the $450
million TrAILCo credit facility.

Fitch expects management to invest significant capital in its distribution and
transmission businesses over the next several years to enhance service quality
and reliability.

While the transition to competition in Ohio has been a slowly evolving,
sometimes controversial process, FirstEnergy moved early to separate its
generation out of the regulatory compact. In Fitch's opinion, its distribution
utilities in the state, OE, CEI and TE, are likely to benefit from a relatively
balanced regulatory environment.

FE's Ohio-based utilities have Public Utilities Commission of Ohio
(PUCO)-approved electric security plans (ESP) in effect. The ESPs include
generation supply procurement via competitive bid process, no increase in base
distribution rates through May 31, 2014 and a rider to recover a return of and
on capital investment in the utilities' delivery system.

In April 2012, FE filed to extend the ESPs through May 2016. Under the proposal,
the last two auctions in the current plans (scheduled for October 2012 and
January 2013) would extend the time frame from one to three years, locking in
low power prices for consumers. A final ruling in the proposed rate agreement is
expected in June 2012.

The filing is supported by 19 parties including: Industrial Energy Users, Ohio
Energy Group, PUCO Staff, the City of Akron, Ohio Manufacturers Association,
Ohio Partners for Affordable Energy, and the Council of Smaller Enterprises.

FE's Pennsylvania-based utilities exited their multi-year
transition-to-competition plans Dec. 31, 2010. Pennsylvania Public Utility
Commission-approved default service plans are in place through May 31, 2015.

Fitch considers New Jersey regulation to be supportive of JCP&L's credit
ratings. Importantly, the power to serve electric customers that do not select a
competitive generation provider is procured through a competitive bid process,
and JCP&L is not at risk for fluctuations in market prices.

The division of rate counsel (DRC) filed a petition asserting that JCP&L may be
earning an unreasonable return on its New Jersey rate base and requesting that
the New Jersey Board of Public Utilities (BPU) order JCP&L to file a base rate
case to determine if the utility's current rates are just and reasonable.

The company has asserted in its testimony in the proceeding that there are
errors and inaccuracies in the DRC's calculations and that JCP&L's rates are
just and reasonable. The BPU President is the presiding officer in the case. A
ruling in the proceeding is expected in June 2012.

MP operates under a traditional, integrated regulatory model in West Virginia.
While the regulatory environment in West Virginia has been somewhat restrictive
from an investor viewpoint recent decisions have been more balanced in Fitch's
view.

MP owns approximately 2,700 megawatts of generating capacity and intends to
close the Albright, Willow Island and Rivesville coal-fired generation plants as
part of FE and its subsidiaries' plan to comply with the EPA's Mercury and Air
Toxics Standard (MATS). The plants earmarked for closure represent 660 megawatts
of generating capacity and are expected to close by September 1, 2012.

MP is contractually obligated to provide generation to PotEd to meet its load
obligations in West Virginia.

PotEd provides transmission and distribution services in portions of Maryland
and West Virginia.

In recent years, energy regulation has been less of a political focal point in
Maryland than it had been previously, in Fitch's opinion. This period of
relative calm in Maryland follows a multi-year period in which the regulatory
environment had been highly politicized.

The rating affirmations with Stable Rating Outlooks for TrAILCo and ATSI reflect
constructive FERC regulation, relatively predictable operating earnings and cash
flows and credit metrics consistent with the rating category.

Fitch has taken the following rating actions:

Ohio Edison Company
-- Issuer Default Rating (IDR) affirmed at 'BBB-'
--Senior Secured debt affirmed at 'BBB+'
--Senior unsecured debt and revenue bonds affirmed at 'BBB'
--Short-term IDR and commercial paper downgraded to 'F3' from 'F2'

Pennsylvania Power
--IDR affirmed at 'BBB-'
--Senior Secured debt affirmed at 'BBB+'
--Short-term IDR downgraded to 'F3' from 'F2'

Cleveland Electric Illuminating Co.
--IDR affirmed at 'BB+'
--Senior Secured debt affirmed at 'BBB'
--Senior unsecured debt affirmed at 'BBB-'
--Short-term IDR withdrawn

Toledo Edison
--IDR affirmed at 'BB+'
--Senior Secured debt affirmed at 'BBB'
--Short-term IDR withdrawn

BVPS II Funding Corp.
--Secured debt affirmed at 'BBB'

Beaver Valley II Funding Corp.
--Senior Secured debt affirmed at 'BBB'

PNPP II Funding Corp.
--Secured Debt affirmed at 'BBB-'

Jersey Central Power & Light
--IDR affirmed at 'BBB'
--Senior unsecured debt affirmed at 'BBB+'
--Short-term IDR and commercial paper downgraded to 'F3' from 'F2'

Pennsylvania Electric Co.
--IDR affirmed at 'BBB-'
--Senior Secured debt affirmed at 'BBB+'
--Senior unsecured debt affirmed at 'BBB'
--Short-term IDR and commercial paper downgraded to 'F3' from 'F2'

MetEd
--IDR affirmed at 'BBB'
--Senior Secured affirmed at 'A-'
--Senior unsecured affirmed at 'BBB+'
--Short-term IDR and commercial paper downgraded to 'F3' from 'F2'

Monongahela Power
--IDR affirmed at 'BBB'
--Senior Secured debt affirmed at 'A-'
--Secured revenue bonds affirmed at 'A-'
--Senior unsecured revenue bonds affirmed at 'BBB+'
--Short-term IDR downgraded to 'F3' from 'F2'

Potomac Edison
IDR affirmed at 'BBB';
Senior Secured debt affirmed at 'A-'
Secured revenue bonds affirmed at 'A-'
Senior unsecured debt affirmed at 'BBB+'
Senior unsecured revolving credit facility affirmed at 'BBB+'
Short-term IDR downgraded to 'F3' from 'F2'

West Penn Power
--IDR affirmed at 'BBB'
--Senior Secured debt affirmed at 'A-'
--Senior unsecured revolving credit facility affirmed at 'BBB+'
--Short-term IDR downgraded to 'F3' from 'F2'

Trans-Allegheny Interstate Line Co.
--IDR affirmed at 'BBB+'
--Senior unsecured debt affirmed at 'A-'
--Senior unsecured revolving credit facility affirmed at 'A-'
--Short-term IDR affirmed at 'F2'

American Transmission Systems Inc.
--IDR affirmed at 'BBB+'
--Senior unsecured debt affirmed at 'A-'
--Short-term IDR affirmed at 'F2'

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 12, 2011);
--'Utility Sector Notching and Recovery Ratings' (May 16, 2011);
--'Parent and Subsidiary Rating Linkage' (Aug. 12, 2011).

Applicable Criteria and Related Research:
Corporate Rating Methodology
Recovery Ratings and Notching Criteria for Utilities
Parent and Subsidiary Rating Linkage