Obbligazione EnerFirst 2.75% ( US337932AE78 ) in USD

EnerFirst

100 USD ⇌

Stati Uniti

US337932AE78 ( in USD )

2.75% per anno ( pagato 2 volte l'anno)

15/03/2018 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione FirstEnergy US337932AE78 in USD 2.75%, scaduta

2 000 USD

650 000 000 USD

337932AE7

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

FirstEnergy è una società energetica statunitense che opera nella produzione, trasmissione e distribuzione di energia elettrica negli Stati Uniti nord-orientali e centro-orientali.

The Obbligazione issued by EnerFirst ( United States ) , in USD, with the ISIN code US337932AE78, pays a coupon of 2.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/03/2018

The Obbligazione issued by EnerFirst ( United States ) , in USD, with the ISIN code US337932AE78, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by EnerFirst ( United States ) , in USD, with the ISIN code US337932AE78, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
424B2 1 d494303d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-181519
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities to be Registered

Offering Price

Fee (1)(2)
2.75% Notes, Series A, due 2018

$649,935,000

$88,651.13
4.25% Notes, Series B, due 2023

$849,371,000

$115,854.20
Total

$1,499,306,000

$204,505.34

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(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. 333-181519) filed on May 18,
2012.
1 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 18, 2012)
$1,500,000,000

$650,000,000 2.75% Notes, Series A, due 2018
$850,000,000 4.25% Notes, Series B, due 2023
FirstEnergy Corp. is offering $650,000,000 aggregate principal amount of 2.75% Notes, Series A, due March 15, 2018, which we refer to as the Series A Notes, and $850,000,000 aggregate principal amount of
4.25% Notes, Series B, due March 15, 2023, 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 Notes will be payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2013, and at maturity. The Series A Notes will mature on March 15, 2018 and the Series
B Notes will mature on March 15, 2023.
The interest rate on the Notes may be adjusted under the circumstances described in this prospectus supplement under "Description of the Notes--Interest Rate Adjustment."
We may redeem some or all of the Notes from time to time prior to their maturity at the 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-10.
Investing in our Notes involves risks. See "Risk Factors" in this prospectus supplement beginning on page S-6 and in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus dated May 18, 2012.

Underwriting
Proceeds, Before

Price to Public(1)

Discounts

Expenses, to Us
Per Series A Note

99.990%

0.600%

99.390%
Total

$
649,935,000
$ 3,900,000
$
646,035,000
Per Series B Note

99.926%

0.650%

99.276%
Total

$
849,371,000
$ 5,525,000
$
843,846,000
(1)
Plus accrued interest, if any, from March 5, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this prospectus supplement 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, société anonyme,
Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about March 5, 2013.
Joint Book-Running Managers

J.P. Morgan
Morgan Stanley
RBS

Citigroup

Goldman, Sachs & Co.

PNC Capital Markets LLC

RBC Capital Markets

Scotiabank

Co-Managers

CIBC

Credit Agricole CIB

Huntington Investment Company

Mizuho Securities
The date of this prospectus supplement is February 28, 2013.
2 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-ii

PROSPECTUS SUPPLEMENT SUMMARY

S-1

FIRSTENERGY CORP.

S-1

THE OFFERING

S-2

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

S-4

RATIOS OF EARNINGS TO FIXED CHARGES

S-5

RISK FACTORS

S-6

USE OF PROCEEDS

S-8

CAPITALIZATION

S-9

DESCRIPTION OF THE NOTES

S-10

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

S-19

UNDERWRITING

S-24

LEGAL MATTERS

S-26

EXPERTS

S-26

WHERE YOU CAN FIND MORE INFORMATION

S-27

PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

2

THE COMPANY

4

RISK FACTORS

4

USE OF PROCEEDS

4

RATIO OF EARNINGS TO FIXED CHARGES

4

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

5

DESCRIPTION OF DEBT SECURITIES

8

DESCRIPTION OF WARRANTS

16
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

17
PLAN OF DISTRIBUTION

18
LEGAL MATTERS

19
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

20
WHERE YOU CAN FIND MORE INFORMATION

20

S-i
3 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about our company and about the Notes.
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 our or our
management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms "anticipate," "potential," "expect," "believe," "estimate" and similar words. Forward-looking
statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause our 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 speed and nature of increased competition in the electric utility industry, in general, and the retail sales market in particular.

·
The impact of the regulatory process on the pending matters before the Federal Energy Regulatory Commission and in the various states in which we do business including, but not limited to, matters related

to rates and pending rate cases.

·
The uncertainties of various cost recovery and cost allocation issues resulting from American Transmission Systems, Incorporated's realignment into PJM Interconnection LLC.

·
Economic or weather conditions affecting future sales and margins.

·
Regulatory outcomes associated with Hurricane Sandy.

·
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil, and availability and their impact on retail margins.

S-ii
4 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents

·
Financial derivative reforms that could increase our liquidity needs and collateral costs.

·
The continued ability of our regulated utilities to collect transition and other costs.

·
Operation and maintenance costs being higher than anticipated.

·
Other legislative and regulatory changes, and revised environmental requirements, including possible greenhouse gas emission, water discharge, water intake and coal combustion residual regulations, the

potential impacts of the Clean Air Interstate Rule, and any laws, rules or regulations that ultimately replace the Clean Air Interstate Rule, and the effects of the Environmental Protection Agency's Mercury and
Air Toxics Standards rules including our estimated costs of compliance.

·
The uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including New Source Review litigation or potential regulatory initiatives or rulemakings

(including that such expenditures could result in our decision to deactivate or idle certain generating units).

·
The uncertainties associated with the deactivation of certain older unscrubbed regulated and competitive fossil units, including the impact on vendor commitments, and the timing thereof as they relate to,

among other things, the Reliability Must-Run arrangements and the reliability of the transmission grid.

·
Adverse regulatory or legal decisions and outcomes with respect to our nuclear operations (including, but not limited to the revocation or non-renewal of necessary licenses, approvals or operating permits

by the Nuclear Regulatory Commission or as a result of the incident at Japan's Fukushima Daiichi Nuclear Plant).

·
Adverse legal decisions and outcomes related to Metropolitan Edison Company's and Pennsylvania Electric Company's ability to recover certain transmission costs through their Transmission Service

Charge riders.

·
The impact of future changes to the operational status or availability of our generating units.

·
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments.

·
Replacement power costs being higher than anticipated or inadequately hedged.

·
The ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates.

·
Changes in customers' demand for power, including but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates.

·
The ability to accomplish or realize anticipated benefits from strategic and financial goals including, but not limited to, the ability to successfully complete the proposed West Virginia asset transfer and to

improve our credit metrics.

·
Our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of fuel and fuel transportation on such margins.

·
The ability to experience growth in the Regulated Distribution segment and to continue to successfully implement our direct retail sales strategy in the Competitive Energy Services segment.

·
Changing market conditions that could affect the measurement of liabilities and the value of assets held in our Nuclear Decommissioning Trusts, pension trusts and other trust funds, and cause us and our

subsidiaries to make additional contributions sooner, or in amounts that are larger than currently anticipated.

·
The impact of changes to material accounting policies.

S-iii
5 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents
·
The ability to access the public securities and other capital and credit markets in accordance with our financing plans, the cost of such capital and overall condition of the capital and credit markets affecting

us and our subsidiaries.

·
Actions that may be taken by credit rating agencies that could negatively affect us and our subsidiaries' access to financing, increase the costs thereof, and increase requirements to post additional collateral to

support outstanding commodity positions, letters of credit and other financial guarantees.

·
Changes in national and regional economic conditions affecting us, our subsidiaries and our major industrial and commercial customers, and other counterparties including fuel suppliers, with which we do

business.

·
Issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business.

·
The risks and other factors discussed from time to time in our SEC filings, and other similar factors.
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 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 current intention to update, except as required by law, any forward-looking statements contained herein
as a result of new information, future events or otherwise.

S-iv
6 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
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-6 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 are a diversified energy holding company. We were organized under the laws of the State of Ohio in 1996. Our principal business is the holding, directly or indirectly, of all of the outstanding common stock
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), Jersey
Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric Company, Allegheny Energy, Inc., or AE, and its principal subsidiaries (Allegheny Energy Supply Company, LLC, or AE Supply,
Allegheny Generating Company, Monongahela Power Company, or Mon Power, The Potomac Edison Company, West Penn Power Company, FirstEnergy Transmission, LLC and its principal subsidiaries (American
Transmission Systems, Incorporated, Trans-Allegheny Interstate Line Company and Potomac-Appalachian Transmission Highline, LLC), and Allegheny Energy Service Corporation), FirstEnergy Solutions Corp., or
FES, and its principal subsidiaries (FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC), and FirstEnergy Service Company, or FESC. In addition, FirstEnergy holds all of the outstanding common
stock of other direct subsidiaries including: FirstEnergy Properties, Inc., FirstEnergy Ventures Corp., FirstEnergy Nuclear Operating Company, FELHC, Inc., and GPU Nuclear, Inc.
Our principal executive office is located at 76 South Main Street, Akron, Ohio 44308-1890; telephone: (330) 384-5620.

S-1
7 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents
THE OFFERING

Issuer
FirstEnergy Corp.

Securities Offered
$650,000,000 aggregate principal amount of 2.75% Notes, Series A, due 2018 and $850,000,000 aggregate principal amount of 4.25%
Notes, Series B, due 2023.

Maturity
The Series A Notes will mature on March 15, 2018 and the Series B Notes will mature on March 15, 2023.

Interest Rate
The Series A Notes will accrue interest at a rate of 2.75% per annum and the Series B Notes will accrue interest at a rate of 4.25% per
annum, in each case subject to adjustment as described below.

Interest Rate Adjustment
The interest rate payable on the Notes will be subject to adjustment from time to time if the debt rating assigned to the Notes is
downgraded (or subsequently upgraded), as set forth under "Description of the Notes--Interest Rate Adjustment" below.

Interest Payment Dates
Interest on the Notes will accrue from the date of original issuance and will be payable semi-annually in arrears on each March 15 and
September 15, beginning on September 15, 2013, and at maturity.

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 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.

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 December 31, 2012, we had approximately $2.5 billion of total
indebtedness on a standalone basis. All of our standalone indebtedness was unsecured and unsubordinated indebtedness. As of
December 31, 2012, our subsidiaries had approximately $16.6 billion of indebtedness outstanding.

Sinking Fund
There is no sinking fund for either 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

S-2
8 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
Table of Contents
outstanding Notes, equally and ratably with that indebtedness, and all other indebtedness entitled to be similarly secured. See "Risk

Factors" in this prospectus 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 the Notes, create and issue additional notes having the same terms and
conditions as the Notes so that the additional issuance is consolidated and forms a single series with the Notes.

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 a portion of the net proceeds ultimately to fund all or a portion of the amounts necessary for FES and AE Supply to
complete the concurrent tender offers for certain series of their respective outstanding long-term debt securities. Pending such
repayment, we may use the net proceeds to temporarily repay our short-term borrowings under the money pool for our unregulated
companies, if any, and our revolving credit facility, with the remainder being invested in that money pool. In addition, to the extent
available, net proceeds may be used for general corporate purposes. See "Use of Proceeds."

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-6.

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
9 of 56
3/4/2013 8:12 AM

424B2
http://www.sec.gov/Archives/edgar/data/1031296/000119312513087829/d494303d424b2.htm
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, 2012, which have been derived from our audited 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 incorporated by reference in this
prospectus supplement and the accompanying prospectus.

As of or for the year ended December 31,

2012

2011

2010

2009

2008

(In millions, except per share amounts)

Revenues

$ 15,303
$ 16,147
$ 13,339
$ 12,973
$ 13,627
Earnings Available to FirstEnergy Corp.

$
770
$
885
$
7

42
$
8

72
$
623
Earnings per Share of Common Stock:

Basic

$
1.85
$
2.
22
$
2.
44
$
2.
87
$
2.05
Diluted

$
1.84
$
2.
21
$
2.
42
$
2.
85
$
2.03
Weighted Average Shares Outstanding:

Basic

418

399

304

304

304

Diluted

419

401

305

306

307

Dividends Declared per Share of Common Stock

$
2.20
$
2.
20
$
2.
20
$
2.
20
$
2.20
Total Assets

$ 50,406
$ 47,326
$ 35,531
$ 35,054
$ 34,206
Capitalization as of December 31:

Total Equity

$ 13,093
$ 13,299
$ 8,952
$ 9,014
$ 8,748
Long-Term Debt and Other Long-Term Obligations

15,179

15,716

12,579

12,008

9,100

Total Capitalization

$ 28,272
$ 29,015
$ 21,531
$ 21,022
$ 17,848

S-4
10 of 56
3/4/2013 8:12 AM