Bond EnerFirst 1.6% ( US337932AN77 ) in USD

EnerFirst

100 % ▲

United States

US337932AN77 ( in USD )

1.6% per year ( payment 2 times a year)

15/01/2026

Prospectus brochure of the bond FirstEnergy US337932AN77 en USD 1.6%, maturity 15/01/2026

2 000 USD

300 000 000 USD

337932AN7

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

15/01/2026 ( In 32 days )

FirstEnergy Corp. is an American investor-owned energy company primarily serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland, and New York.

The Bond issued by EnerFirst ( United States ) , in USD, with the ISIN code US337932AN77, pays a coupon of 1.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2026

The Bond issued by EnerFirst ( United States ) , in USD, with the ISIN code US337932AN77, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by EnerFirst ( United States ) , in USD, with the ISIN code US337932AN77, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d926062d424b2.htm 424B2
Table of Contents
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION No. 333-223472
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee(1)(2)
1.600% Notes, Series A, due 2026

$300,000,000

99.850%

$299,550,000

$38,882
2.250% Notes, Series B, due 2030

$450,000,000

99.850%

$449,325,000

$58,323
Total

$750,000,000

$748,875,000

$97,205

(1)
Calculated in accordance with Rule 457(o) and Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in FirstEnergy Corp.'s
Registration Statement on Form S-3 (File No. 333-223472) filed on March 6, 2018.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2018)
$750,000,000

FirstEnergy Corp.
$300,000,000 1.600% Notes, Series A, due 2026
$450,000,000 2.250% Notes, Series B, due 2030
FirstEnergy Corp. is offering $300,000,000 aggregate principal amount of 1.600% Notes, Series A, due January 15, 2026, which we refer to as
the Series A Notes, and $450,000,000 aggregate principal amount of 2.250% Notes, Series B, due September 1, 2030, which we refer to as the Series B
Notes, and, together with the Series A Notes, as the Notes. The Notes will be our unsecured and unsubordinated obligations and will rank equally with all
of our other existing and future unsecured and unsubordinated indebtedness.
Interest on the Series A Notes will be payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. Interest
on the Series B Notes will be payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2021. The Series A Notes will
mature on January 15, 2026 and the Series B Notes will mature on September 1, 2030.
We may redeem some or all of the Notes from time to time prior to their maturity at the applicable redemption price more fully described in
this prospectus supplement. The Notes do not provide for a sinking fund. For a more detailed description of the Notes, see "Description of the Notes"
beginning on page S-8.
Investing in our Notes involves risks. See "Risk Factors" in this prospectus supplement beginning on page S-5 and in the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus dated March 6, 2018.

Proceeds Before

Price to Public(1)
Underwriting Discount
Expenses, to Us
Per Series A Note

99.850%

0.600%

99.250%
Total

$
299,550,000
$
1,800,000
$ 297,750,000
Per Series B Note

99.850%

0.650%

99.200%
Total

$
449,325,000
$
2,925,000
$ 446,400,000
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424B2

(1)
Plus accrued interest from June 8, 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of the Depository Trust Company for the accounts
of its participants, including Clearstream Banking, S.A., and Euroclear Bank S.A./N.V., as operator of Euroclear System, on or about June 8, 2020.
Joint Book-Running Managers

Mizuho Securities

Morgan Stanley

Scotiabank

CIBC Capital Markets

KeyBanc Capital Markets

TD Securities

US Bancorp
Co-Managers

Citizens Capital Markets

Fifth Third Securities

Huntington Capital Markets
The date of this prospectus supplement is June 3, 2020.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-i
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
DESCRIPTION OF THE NOTES
S-8
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-16
UNDERWRITING (CONFLICTS OF INTEREST)
S-21
LEGAL MATTERS
S-27
EXPERTS
S-27
WHERE YOU CAN FIND MORE INFORMATION
S-27
PROSPECTUS

ABOUT THIS PROSPECTUS
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
1
THE COMPANY
4
RISK FACTORS
4
USE OF PROCEEDS
4
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
6
DESCRIPTION OF DEBT SECURITIES
11
DESCRIPTION OF WARRANTS
19
PLAN OF DISTRIBUTION
20
LEGAL MATTERS
22
EXPERTS
22
WHERE YOU CAN FIND MORE INFORMATION
22
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about our company and about the Notes.
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You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus and any free writing prospectus that we prepare or authorize. Neither we nor any underwriter, agent or dealer has authorized anyone to provide
you with information other than that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and any free
writing prospectus that we prepare or authorize. Neither we nor any underwriter, agent or dealer is making an offer of these securities in any state where
such offer is not permitted.
You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of those documents, or that the information incorporated by reference is accurate as of any date other than the date of the
document incorporated by reference.
Unless the context requires otherwise, references to "we," "us," "our" and "FirstEnergy" refer specifically to FirstEnergy Corp. and its
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We caution you that this prospectus supplement, the accompanying prospectus and the periodic reports and other documents that are
incorporated by reference in this prospectus supplement and the accompanying prospectus contain forward-looking statements based on information
currently available to us. 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," "forecast,"
"target," "will," "intend," "believe," "project," "estimate," "plan" 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.
The forward-looking statements contained and incorporated by reference herein are qualified in their entirety by reference to the following
important factors, which are difficult to predict, contain uncertainties, are in some cases beyond our control and may cause actual results to differ materially
from those contained in forward-looking-statements:

·
The extent and duration of the novel coronavirus (known as COVID-19) and the impacts to our business, operations and financial
condition resulting from the outbreak of COVID-19 including, but not limited to, disruption of businesses in our territories, volatile

capital and credit markets, legislative and regulatory actions, the effectiveness of our pandemic and business continuity plans, the
precautionary measures we are taking on behalf of our customers and employees, our customers' ability to make their utility payment
and the potential for supply-chain disruptions.

·
Mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets, including, but not

limited to, risks associated with the decommissioning of Three Mile Island Unit 2.

·
The ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, executing our

transmission and distribution investment plans, controlling costs, improving our credit metrics, strengthening our balance sheet and
growing earnings.

S-i
Table of Contents

·
Legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity.

·
Economic and weather conditions affecting future operating results, such as significant weather events and other natural disasters, and

associated regulatory events or actions.

·
Changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system,

or the availability of capital or other resources supporting identified transmission and distribution investment opportunities.

·
Changes in customers' demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak

demand reduction mandates.

·
Changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with

which we do business.

·
The risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our

operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information.

·
The ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates.
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·
Changes to environmental laws and regulations, including, but not limited to, those related to climate change.

·
Changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other

trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated.

·
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings.

·
Labor disruptions by our unionized workforce.

·
Changes to significant accounting policies.

·
Any changes in tax laws or regulations, or adverse tax audit results or rulings.

·
The ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such

capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions
evaluating the impact of climate change on their investment decisions.

·
Actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial

condition and liquidity.

·
The risks and other factors discussed from time to time in our Securities and Exchange Commission, or SEC, filings.
A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating
agency. Each rating should be evaluated independently of any other rating.

S-ii
Table of Contents
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus supplement,
or the date of the document incorporated herein by reference, as applicable, and should be read in conjunction with the risk factors and other disclosures
contained or incorporated by reference into this prospectus supplement. The foregoing review of factors also 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
FirstEnergy's 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. We expressly disclaim any obligation to update or revise, except as required by law, any forward-looking statements
contained herein as a result of new information, future events or otherwise.

S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary may not contain all of the information that may be important to you. This summary contains basic information about us
and this offering and highlights selected information from this prospectus supplement. The following summary is qualified in its entirety by the
information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. You should read this
entire prospectus supplement and the accompanying prospectus carefully, including the Risk Factors section beginning on page S-5 of this prospectus
supplement, as well as the financial statements and notes to those statements and the documents incorporated by reference in this prospectus
supplement and in the accompanying prospectus, before making an investment decision.
FirstEnergy Corp.
We were incorporated under the laws of the State of Ohio in 1996. Our principal business is the holding, directly or indirectly, of all of the
outstanding equity of our principal subsidiaries: Ohio Edison Company, The Cleveland Electric Illuminating Company, The Toledo Edison Company,
Pennsylvania Power Company (a wholly owned subsidiary of Ohio Edison Company), Jersey Central Power & Light Company, or JCP&L,
Metropolitan Edison Company, Pennsylvania Electric Company, FirstEnergy Service Company, Allegheny Energy Supply Company, LLC,
Monongahela Power Company, or MP, Allegheny Generating Company, or AGC (a wholly owned subsidiary of MP), The Potomac Edison
Company, West Penn Power Company and FirstEnergy Transmission, LLC and its principal subsidiaries (American Transmission Systems,
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Incorporated, Mid-Atlantic Interstate Transmission, LLC and Trans-Allegheny Interstate Line Company). In addition, FirstEnergy holds all of the
outstanding equity of other direct subsidiaries including: Allegheny Energy Service Corporation, FirstEnergy Properties, Inc., FirstEnergy Ventures
Corp., FELHC, Inc., GPU Nuclear, Inc., Allegheny Ventures, Inc., and Suvon, LLC doing business as both FirstEnergy Home and FirstEnergy
Advisors.
We are principally involved in the transmission, distribution and generation of electricity. FirstEnergy's ten utility operating companies
comprise one of the nation's largest investor-owned electric systems, based on serving over six million customers in the Midwest and Mid-Atlantic
regions. FirstEnergy's transmission operations include approximately 24,500 miles of lines and two regional transmission operation centers. AGC,
JCP&L and MP control 3,790 megawatts of total capacity.
Our principal executive office is located at 76 South Main Street, Akron, Ohio 44308-1890; telephone: (800) 736-3402.

S-1
Table of Contents
The Offering

Issuer
FirstEnergy Corp.
Securities Offered
$300,000,000 aggregate principal amount of 1.600% Notes, Series A, due 2026 and
$450,000,000 aggregate principal amount of 2.250% Notes, Series B, due 2030.
Maturity
The Series A Notes will mature on January 15, 2026 and the Series B Notes will mature on
September 1, 2030.
Interest Rate
The Series A Notes will accrue interest at a rate of 1.600% per annum and the Series B Notes will
accrue interest at a rate of 2.250% per annum.
Interest Payment Dates
Interest on the Series A Notes will accrue from the date of original issuance and will be payable
semi-annually in arrears on each January 15 and July 15, beginning on January 15, 2021.

Interest on the Series B Notes will accrue from the date of original issuance and will be payable
semi-annually in arrears on each March 1 and September 1, beginning on March 1, 2021.
Optional Redemption
The Notes will be redeemable, in whole or in part, at our option, at any time prior to the date that
is one month prior to the maturity for the Series A Notes and the date that is three months prior to
maturity for the Series B Notes, at a "make-whole" redemption price as described under
"Description of the Notes--Optional Redemption" below. After the date that is one month prior to
maturity for the Series A Notes and the date that is three months prior to maturity for the Series B
Notes, the Notes are redeemable at par. We also will pay accrued and unpaid interest to, but not
including, the date of redemption on the Notes to be redeemed.
Security and Ranking
The Notes will be our unsecured and unsubordinated obligations and will rank equally with all of
our other unsecured and unsubordinated indebtedness. Because we are a holding company, our
obligations under the Notes will be effectively subordinated to all existing and future liabilities of
our subsidiaries. As of March 31, 2020, FirstEnergy Corp. had approximately $7.9 billion of total
indebtedness on a standalone basis. All of such standalone indebtedness was unsecured and
unsubordinated indebtedness. As of March 31, 2020, the subsidiaries of FirstEnergy Corp. had
approximately $14.2 billion of indebtedness outstanding.
Sinking Fund
There is no sinking fund for any series of Notes.
Limitation on Liens
Subject to certain exceptions, so long as any Notes are outstanding, we may not pledge, mortgage,
hypothecate or grant a security interest in or permit any pledge, mortgage, security interest or other
lien upon, any capital stock of any subsidiary now or hereafter directly owned by us, to secure any
indebtedness without also securing all outstanding Notes, equally and ratably with that
indebtedness, and all other indebtedness entitled to be similarly secured. See "Risk Factors" in this
prospectus
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S-2
Table of Contents
supplement and "Description of Debt Securities--Limitation on Liens" in the accompanying
prospectus.
Consolidation, Merger, etc.
Our ability to sell, transfer, convey or otherwise dispose of our properties and assets substantially
as an entirety to any other person is limited. See "Description of Debt Securities--Consolidation,
Merger, Conveyance, Sale or Transfer" in the accompanying prospectus.
Additional Issuances
We may from time to time, without the consent of the holders of any series of the Notes, create
and issue additional notes having the same terms and conditions as the Notes of such series so that
the additional issuance is consolidated and forms a single series with the previously issued Notes
of such series. Unless such additional notes are issued pursuant to a "qualified reopening" or are
otherwise treated as part of the same "issue" as the Notes for U.S. federal income tax purposes,
such notes shall be issued with a separate CUSIP number.
Form and Denomination
The Notes will be issued in fully registered form only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. For more information, see "Description of the Notes--
Book-Entry."
Use of Proceeds
We intend to use the net proceeds from this offering to repay all amounts outstanding under our
term loan credit agreement, dated October 19, 2018, as amended, among us, The Bank of Nova
Scotia, as administrative agent, and the lenders identified therein, which we refer to as our 364-day
facility. See "Use of Proceeds."
Conflicts of Interest
Affiliates of certain underwriters are lenders under our 364-day facility. Upon any application of
net proceeds from this offering to repay amounts outstanding under our 364-day facility, each such
lender would receive its proportionate share of the amount being repaid. Those lending affiliates of
underwriters who will receive more than 5% of the net proceeds from this offering in the form of
the repayment of such indebtedness will be deemed to have a "conflict of interest" under the
Financial Industry Regulatory, or FINRA, Rule 5121(f)(5)(C)(i). Pursuant to FINRA Rule 5121,
the appointment of a qualified independent underwriter is not necessary in connection with this
offering because the securities offered are investment grade rated or are securities in the same
series that have equal rights and obligations as investment grade rated securities. See
"Underwriting (Conflicts of Interest)--Conflicts of Interest."
Risk Factors
You should carefully read and consider, in addition to matters set forth elsewhere in this
prospectus supplement, the information in the "Risk Factors" section beginning on page S-5.
Trustee and Paying Agent
The Bank of New York Mellon Trust Company, N.A., or the Trustee.
Governing Law
The Notes and the Indenture, dated as of November 15, 2001 between us and the Trustee, as
amended and supplemented, or the Indenture, will be governed by, and construed in accordance
with, the laws of the State of New York.

S-3
Table of Contents
Summary Historical Consolidated Financial Information
We present below selected historical consolidated financial data for each of the five fiscal years ended December 31, 2019, which have
been derived from our audited consolidated financial statements, and for each of the quarterly periods ended March 31, 2020 and 2019, which have
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been derived from our unaudited consolidated financial statements.
You should read the information set forth below in conjunction with our audited and unaudited consolidated financial statements included
in our filings with the SEC and those incorporated by reference in this prospectus supplement and the accompanying prospectus.

As of or for the
three months
ended

As of or for the year ended December 31,

March 31,

(In millions, except per share amounts)

2019

2018

2017

2016

2015

2020

2019

Income Statement Data:

Revenues
$
11,035 $
11,261 $
10,928 $
10,700 $
10,583 $
2,709 $
2,883
Income (Loss) From Continuing Operations
$
904 $
1,022 $
(289) $
551 $
383 $
24 $
355
Net Income (Loss) Attributable to Common Stockholders
$
908 $
981 $
(1,724) $
(6,177) $
578 $
74 $
315
Earnings (Loss) per Share of Common Stock:

Basic Continuing Operations
$
1.69 $
1.33 $
(0.65) $
1.29 $
0.91 $
0.05 $
0.66
Basic Discontinued Operations

0.01
0.66
(3.23)
(15.78)
0.46
0.09
(0.07)

Basic Net Income (Loss) Attributable to Common Stockholders
$
1.70 $
1.99 $
(3.88) $
(14.49) $
1.37 $
0.14 $
0.59
Diluted Continuing Operations
$
1.67 $
1.33 $
(0.65) $
1.29 $
0.91 $
0.05 $
0.66
Diluted Discontinued Operations

0.01
0.66
(3.23)
(15.78)
0.46
0.09
(0.07)

Diluted Net Income (Loss) Attributable to Common Stockholders
$
1.68 $
1.99 $
(3.88) $
(14.49) $
1.37 $
0.14 $
0.59
Weighted Average Number of Common Shares Outstanding

Basic

535
492
444
426
422
541
530
Diluted

542
494
444
426
424
543
533
Dividends Declared per Share of Common Stock
$
1.53 $
1.82 $
1.44 $
1.44 $
1.44 $
0.39 $
0.38
Balance Sheet Data:

Total Assets
$
42,301 $
40,063 $
42,257 $
43,148 $
52,094 $
42,090 $
40,490
Capitalization:

Total Equity
$
6,975 $
6,814 $
3,925 $
6,241 $
12,422 $
6,814 $
6,932
Long-Term Debt and Other Long-Term Obligations

19,618
17,751
18,687
15,251
16,444
20,821
18,814

Total Capitalization
$ 26,593 $ 24,565 $ 22,612 $ 21,492 $ 28,866 $ 27,635 $ 25,746

S-4
Table of Contents
RISK FACTORS
Before investing in the Notes you should carefully consider the risks described below, as well as the other information contained in this prospectus
supplement and the accompanying prospectus or incorporated by reference herein or therein from our other filings with the SEC, to which we refer you
for more detailed information on our business, industry, and financial and corporate structure. These are risks we consider to be material to your decision
whether to invest in the Notes. There may be risks that you view in a different way than we do, and we may omit a risk that we consider immaterial, but
you consider important. If any of the risks discussed below or in our documents incorporated by reference occur, our business, cash flows, financial
condition or results of operations could be materially harmed.
Risks Related to our Business, Industry and Financial Structure
For a discussion of these risks please see the risks disclosed and discussed in the sections entitled "Risk Factors," and "Management's
Discussion and Analysis of Results of Operations and Financial Condition" in our Annual Report on Form 10-K for the year ended December 31, 2019
and our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.
Risks Related to this Offering
We Must Rely on Cash from Our Subsidiaries to Make Payments on the Notes.
We conduct our operations primarily through our subsidiaries and substantially all of our consolidated assets are held by our subsidiaries.
Accordingly, our cash flow and our ability to meet our obligations under the Notes are largely dependent upon the earnings of our subsidiaries and the
distribution or other payment of these earnings to us in the form of dividends. Our subsidiaries are separate and distinct legal entities and have no obligation
to pay any amounts due on the Notes or to make any funds available for payment of amounts due on the Notes. Some of our subsidiaries may require a
disproportional commitment of our cash flows.
Because we are a holding company, our obligations under the Notes will be effectively subordinated to all existing and future liabilities of our
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subsidiaries. Therefore, our rights and the rights of our creditors, including the rights of the holders of the Notes, to participate in the liquidation of assets of
any subsidiary will be subject to the prior claims of the subsidiary's creditors. To the extent that we may be a creditor with recognized claims against any of
our subsidiaries, our claims would still be effectively subordinated to any security interest in, or mortgages or other liens on, the assets of the subsidiary
and would be subordinated to any indebtedness, other liabilities, and preferred securities, of the subsidiary, that is senior to that held by us. As of March 31,
2020, our subsidiaries had approximately $14.2 billion of indebtedness outstanding consisting of first mortgage bonds, senior notes, securitizations,
promissory notes and obligations under bank credit facilities. Our subsidiaries have no preferred securities outstanding.
We May Be Able to Issue Substantially More Debt, A Portion of Which Could Be Secured Debt.
The Indenture does not limit the amount of indebtedness we may issue; however, the limitation on liens provision of the Indenture does limit
the amount of secured debt that we may issue without ratably securing the Notes. In addition to liens expressly permitted under that provision of the
Indenture, which is summarized in the accompanying prospectus, we are permitted by the Indenture to pledge, mortgage, hypothecate or grant a security
interest in, or permit any mortgage, pledge, security interest or other lien upon, capital stock of any subsidiary now or hereafter owned by us to secure
aggregate indebtedness in an amount not to exceed 10% of our consolidated net tangible assets. As of March 31, 2020, our consolidated net tangible assets
were $32.6 billion. Consequently, as of March 31, 2020, the Indenture would have allowed us to incur up to $3.3 billion of secured debt under this test.
Such secured debt would be senior to the Notes and all other notes issued under the Indenture, all of which are currently unsecured. Notwithstanding this
Indenture provision, we note that our current revolving credit facility generally prohibits us, subject to certain exceptions, from pledging capital stock or
limited liability interests in our subsidiaries.

S-5
Table of Contents
If an Active Trading Market Does Not Develop for the Notes, You May Be Unable to Sell the Notes or to Sell Them at a Price You Deem
Sufficient.
Each series of the Notes will be new securities for which there is no established trading market. We do not intend to apply for listing of the
Notes on any national securities exchange or to arrange for the Notes to be quoted on any automated system. We provide no assurance as to:

·
the liquidity of any trading market that may develop for the Notes;

·
the ability of holders to sell their Notes; or

·
the price at which holders would be able to sell their Notes.
Even if a trading market develops, the Notes may trade at higher or lower prices than their principal amount or purchase price, depending on
many factors, including:

·
prevailing interest rates;

·
the number of holders of the Notes;

·
the interest of securities dealers in making a market for the Notes; and

·
our operating results.
If a market for the Notes does not develop, purchasers may be unable to resell the Notes for an extended period of time. Consequently, a
holder of the Notes may not be able to liquidate its investment readily, and the Notes may not be readily accepted as collateral for loans. In addition,
market-making activities will be subject to restrictions of the Securities Act of 1933, or the Securities Act, and the Securities Exchange Act of 1934, or the
Exchange Act.
A Downgrade, Suspension or Withdrawal of the Rating Assigned by a Rating Agency to the Notes, or Changes in the Financial and Credit
Markets, Could Cause the Liquidity or Market Prices of the Notes to Decline Significantly.
We expect the Notes to be rated by Moody's Investors Service, Inc., Standard & Poor's Financial Services LLC and Fitch Ratings Inc. These
ratings are not recommendations to purchase, sell or hold the Notes. Credit rating agencies continually revise their ratings for companies they follow,
including us. Accordingly, any rating assigned to the Notes by one or more of these rating agencies may not remain, may be lowered or may be withdrawn
entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our
business, warrant a change to the rating assigned.

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USE OF PROCEEDS
We estimate that our net proceeds from the issuance and sale of the Notes, after deducting the underwriters' discount and estimated expenses,
will be approximately $742,150,000.
We intend to use the net proceeds from this offering to repay all amounts outstanding under our 364-day facility. Our 364-day facility expires
on September 9, 2020, and as of March 31, 2020 bore interest at a rate of 1.3% per annum. As of March 31, 2020, there was $750.0 million of borrowings
outstanding under our 364-day facility.
Affiliates of certain underwriters are lenders under our 364-day facility. Upon any application of net proceeds from this offering to repay
amounts outstanding under the 364-day facility, each such lender would receive its proportionate share of the amount being repaid. Those lending affiliates
of underwriters who will receive more than 5% of the net proceeds from this offering in the form of the repayment of such indebtedness will be deemed to
have a "conflict of interest" under FINRA Rule 5121(f)(5)(C)(i). Pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is
not necessary in connection with this offering because the securities offered are investment grade rated or are securities in the same series that have equal
rights and obligations as investment grade rated securities. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."

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DESCRIPTION OF THE NOTES
We will issue the Notes under the Indenture, dated as of November 15, 2001, as amended and supplemented, between us and The Bank of New York
Mellon Trust Company, N.A., as successor trustee. The Notes constitute debt securities as described in the accompanying prospectus and will contain all of
the terms described in the accompanying prospectus under the heading "Description of Debt Securities." The Notes will contain the additional provisions
described below.
For purposes of this "Description of the Notes," references to "we," "us" and "our" refer specifically to FirstEnergy Corp., excluding its
subsidiaries.
General
The Indenture provides for the issuance of debt securities in one or more series. The Indenture does not limit the amount of indebtedness that
may be issued under the Indenture. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at
differing rates. We need not issue all debt securities of one series at the same time and, unless otherwise provided, we may reopen a series, without the
consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series. Each series of Notes will constitute a
series of debt securities under the Indenture. The Notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other
existing and future unsecured and unsubordinated indebtedness.
Interest Rate and Interest Payment Dates
Interest on the Series A Notes will accrue at the fixed rate of 1.600% per annum and interest on the Series B Notes will accrue at the fixed rate
of 2.250% per annum. Interest on the Notes will accrue from the date of original issuance, June 8, 2020, or from the most recent interest payment date to
which interest has been paid or provided for. Interest on the Series A Notes will be payable on January 15 and July 15 of each year, beginning on January
15, 2021, to holders of record at the close of business on the January 1 or July 1 immediately preceding the corresponding interest payment date, except
that interest payable at maturity will be paid to the person to whom principal is paid. Interest on the Series B Notes will be payable on March 1 and
September 1 of each year, beginning on March 1, 2021, to holders of record at the close of business on the February 15 or August 15 immediately preceding
the corresponding interest payment date, except that interest payable at maturity will be paid to the person to whom principal is paid.
Maturity Date
The Series A Notes will mature on January 15, 2026 and the Series B Notes will mature on September 1, 2030.
Form
We will issue the Notes only in registered form in denominations of $2,000 and integral multiples of $1,000 thereafter. The Notes initially will
be issued in book-entry form only, through The Depository Trust Company for the accounts of its participants, including, Clearstream Banking, S.A., or
Euroclear Bank S.A./N.V., as operator of Euroclear Systems. See "--Book-Entry" below.
Optional Redemption
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The Notes will be redeemable, in whole or in part, at our option, at any time prior to the date that is one month prior to maturity for the Series
A Notes and the date that is three months prior to maturity for the Series B Notes at a redemption price equal to the greater of:

·
100% of the principal amount of the Notes to be redeemed then outstanding; or

·
as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and

interest on the Notes to be redeemed (not including any

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portion of the payments of interest accrued to the date of redemption) that would be due if the Series A Notes matured on the date that is
one month prior to maturity for the Series A Notes and if the Series B Notes matured on the date that is three months prior to maturity

for the Series B Notes, as applicable, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points in the case of the Series A Notes and plus 25 basis points in
the case of the Series B Notes,
plus, in each case, accrued and unpaid interest to, but not including, the date of redemption on the notes to be redeemed. After the date that is one month
prior to maturity for the Series A Notes and the date that is three months prior to maturity for the Series B Notes, as applicable, the Notes are redeemable at
our election, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest
to, but not including, the date of redemption on the Notes to be redeemed.
The term "Adjusted Treasury Rate" as used above means, with respect to any redemption date:

·
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity, for the

maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from these yields on a straight line basis, rounding to the nearest month); or

·
if the release (or any successor release) is not published during the week preceding the calculation date or does not contain these yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for

the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the
redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date.
The term "Comparable Treasury Issue" as used above means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purposes, that the Series A Notes mature on
the date that is one month prior to maturity for the Series A Notes and the Series B Notes mature on the date that is three months prior to maturity for the
Series B Notes) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such securities, or the Remaining Life.
The term "Comparable Treasury Price" as used above means (1) the average of three Reference Treasury Dealer Quotations for the redemption
date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than three
Reference Treasury Dealer Quotations, the average of all such quotations.
The term "Independent Investment Banker" as used above means one of the Reference Treasury Dealers appointed by us.
The term "Reference Treasury Dealer" as used above means:

·
each of Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. and their respective successors and

affiliates; provided, however, that if any of the foregoing cease

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to be a primary U.S. Government securities dealer in the United States, or a Primary Treasury Dealer, we will substitute another Primary

Treasury Dealer; and
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