Obligation EnerFirst 4.85% ( US337932AJ65 ) en USD

EnerFirst

83.533 % ▼

Etas-Unis

US337932AJ65 ( en USD )

4.85% par an ( paiement semestriel )

15/07/2047

Prospectus brochure de l'obligation FirstEnergy US337932AJ65 en USD 4.85%, échéance 15/07/2047

2 000 USD

1 000 000 000 USD

337932AJ6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/07/2025 ( Dans 43 jours )

FirstEnergy Corp. est une société américaine d'électricité qui fournit de l'électricité à des millions de clients dans six États du Midwest et de la côte Est des États-Unis.

L'Obligation émise par EnerFirst ( Etas-Unis ) , en USD, avec le code ISIN US337932AJ65, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2047

L'Obligation émise par EnerFirst ( Etas-Unis ) , en USD, avec le code ISIN US337932AJ65, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par EnerFirst ( Etas-Unis ) , en USD, avec le code ISIN US337932AJ65, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee (1)(2)
2.85% Notes, Series A, due 2022

$499,055,000

$57,840.48
3.90% Notes, Series B, due 2027

$1,495,005,000

$173,271.08
4.85% Notes, Series C, due 2047

$993,690,000

$115,168.67
Total

$2,987,750,000

$346,280.23

(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. 333-204422) filed on May 22, 2015.
Table of Contents
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-204422

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 22, 2015)
$3,000,000,000

FirstEnergy Corp.
$500,000,000 2.85% Notes, Series A, due 2022
$1,500,000,000 3.90% Notes, Series B, due 2027
$1,000,000,000 4.85% Notes, Series C, due 2047
FirstEnergy Corp. is offering $500,000,000 aggregate principal amount of 2.85% Notes, Series A, due July 15, 2022, which we refer to as the Series
A Notes, $1,500,000,000 aggregate principal amount of 3.90% Notes, Series B, due July 15, 2027, which we refer to as the Series B Notes, and
$1,000,000,000 aggregate principal amount of 4.85% Notes, Series C, due July 15, 2047, which we refer to as the Series C Notes and, together with the Series
A Notes and the Series B 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 January 15 and July 15 of each year, beginning on January 15, 2018, and at maturity. The
Series A Notes will mature on July 15, 2022, the Series B Notes will mature on July 15, 2027 and the Series C Notes will mature on July 15, 2047.
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 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-14.
Investing in our Notes involves risks. See "Risk Factors" in this prospectus supplement beginning on page S-8 and in the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus dated May 22, 2015.

Proceeds Before

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

99.811%

0.600%

99.211%
Total

$
499,055,000
$
3,000,000
$ 496,055,000
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Per Series B Note

99.667%

0.650%

99.017%
Total

$ 1,495,005,000
$
9,750,000
$1,485,255,000
Per Series C Note

99.369%

0.875%

98.494%
Total

$
993,690,000
$
8,750,000
$ 984,940,000

(1) Plus accrued interest, if any, from June 21, 2017, 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, société anonyme, Luxembourg and Euroclear Bank S.A./N.V., as operator of Euroclear System, on or about June
21, 2017.
Joint Book-Running Managers

Barclays

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley

Citigroup

Goldman Sachs & Co. LLC

Mizuho Securities
PNC Capital Markets LLC
Scotiabank
Co-Managers

KeyBanc Capital Markets

US Bancorp
The date of this prospectus supplement is June 19, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-i
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RATIOS OF EARNINGS TO FIXED CHARGES
S-7
RISK FACTORS
S-8
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF THE NOTES
S-14
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-23
UNDERWRITING (CONFLICTS OF INTEREST)
S-28
LEGAL MATTERS
S-33
EXPERTS
S-33
WHERE YOU CAN FIND MORE INFORMATION
S-33

PROSPECTUS

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
5
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
5
DESCRIPTION OF DEBT SECURITIES
9
DESCRIPTION OF WARRANTS
17
PLAN OF DISTRIBUTION
18
LEGAL MATTERS
19
EXPERTS
20
WHERE YOU CAN FIND MORE INFORMATION
20
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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," "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 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 ability to experience growth in the Regulated Distribution and Regulated Transmission segments and the effectiveness of our

strategy to transition to a fully regulated business profile.

·
The accomplishment of our regulatory and operational goals in connection with our transmission investment plan, including, but

not limited to, our planned transition to forward-looking formula rates.

·
Changes in assumptions regarding economic conditions within our territories, assessment of the reliability of our transmission

system, or the availability of capital or other resources supporting identified transmission investment opportunities.

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

to continue to reduce costs and to successfully execute our financial plans designed to improve our credit metrics and strengthen
our balance sheet through, among other actions, our cash flow improvement plan and other proposed capital raising initiatives.

S-i
Table of Contents

·
Success of legislative and regulatory solutions for generation assets that recognize their environmental or energy security benefits.

·
The risks and uncertainties associated with the lack of viable alternative strategies regarding the Competitive Energy Services
segment, or the CES segment, thereby causing FirstEnergy Solutions Corp., or FES, and possibly FirstEnergy Nuclear Operating

Company, or FENOC, to restructure its debt and other financial obligations with its creditors or seek protection under U.S.
bankruptcy laws and the losses, liabilities and claims arising from such bankruptcy proceeding, including any obligations at
FirstEnergy.
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·
The risks and uncertainties at the CES segment, including FES and its subsidiaries and FENOC, related to continued depressed
wholesale energy and capacity markets, and the viability and/or success of strategic business alternatives, such as pending and

potential CES generating unit asset sales, the potential conversion of the remaining generation fleet from competitive operations to
a regulated or regulated-like construct or the potential need to deactivate additional generating units.

·
The substantial uncertainty as to FES's ability to continue as a going concern and substantial risk that it may be necessary for FES,

and possibly FENOC, to seek protection under U.S. bankruptcy laws.

·
The risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any

such proceedings related to vendor commitments, such as long-term fuel and transportation agreements.

·
The uncertainties associated with the deactivation of older regulated and competitive units, including the impact on vendor

commitments, such as long-term fuel and transportation agreements, and as it relates to the reliability of the transmission grid, the
timing thereof.

·
The impact of other future changes to the operational status or availability of our generating units and any capacity performance

charges associated with unit unavailability.

·
Changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil prices, and their

availability and impact on margins.

·
Costs being higher than anticipated and the success of our policies to control costs and to mitigate low energy, capacity and market

prices.

·
Replacement power costs being higher than anticipated or not fully hedged.

·
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 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 initiatives or rulemakings
could result in our decision to deactivate or idle certain generating units).

·
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.

·
Economic or weather conditions affecting future sales and margins such as a polar vortex or other significant weather events, and

all associated regulatory events or actions.

·
Changes in national and regional economic conditions affecting us, our subsidiaries and/or our major industrial and commercial

customers, and other counterparties with which we do business, including fuel suppliers.

S-ii
Table of Contents

·
The impact of labor disruptions by our unionized workforce.

·
The risks associated with cyber-attacks and other disruptions to our information technology system that may compromise our
generation, transmission and/or distribution services and data security breaches of sensitive data, intellectual property and

proprietary or personally identifiable information regarding our business, employees, shareholders, customers, suppliers, business
partners and other individuals in our data centers and on our networks.

·
The impact of the regulatory process and resulting outcomes on the matters at the federal level and in the various states in which

we do business including, but not limited to, matters related to rates.

·
The impact of the federal regulatory process on Federal Energy Regulatory Commission, or FERC,-regulated entities and
transactions, in particular FERC regulation of wholesale energy and capacity markets, including PJM Interconnection, L.L.C., or
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PJM, markets and FERC-jurisdictional wholesale transactions; FERC regulation of cost-of-service rates; and FERC's compliance
and enforcement activity, including compliance and enforcement activity related to the North American Electric Reliability
Corporation's mandatory reliability standards.

·
The uncertainties of various cost recovery and cost allocation issues resulting from American Transmission Systems,

Incorporated's realignment into PJM.

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

mandates.

·
Other legislative and regulatory changes, including the new federal administration's required review and potential revision of
environmental requirements, including, but not limited to, the effects of the Environmental Protection Agency's Clean Power Plan,

Coal Combustion Residuals, Cross-State Air Pollution Rule and Mercury and Air Toxics Standards programs, including our
estimated costs of compliance, Clean Water Act, or CWA, waste water effluent limitations for power plants, and CWA 316(b)
water intake regulation.

·
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).

·
Issues arising from the indications of cracking in the shield building at Davis-Besse.

·
Changing market conditions that could affect the measurement of certain liabilities and the value of assets held in our Nuclear

Decommissioning Trusts, pension trusts and other trust funds, and cause us and/or our subsidiaries to make additional
contributions sooner, or in amounts that are larger than currently anticipated.

·
The impact of changes to significant accounting policies.

·
The impact of 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 and our subsidiaries.

·
Further actions that may be taken by credit rating agencies that could negatively affect us and/or our subsidiaries' access to
financing, increase the costs thereof, increase requirements to post additional collateral to support, or accelerate payments under

outstanding commodity positions, Letters of Credit and other financial guarantees, and the impact of these events on the financial
condition and liquidity of FirstEnergy and/or its subsidiaries, specifically FES and its subsidiaries.

S-iii
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·
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 Securities and Exchange Commission, or 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
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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-8 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 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), Jersey Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric Company, FirstEnergy Service
Company, FES, and its principal subsidiaries (FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC), Allegheny Energy
Supply Company, LLC, or AE Supply, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company,
FirstEnergy Transmission, LLC and its principal subsidiaries (American Transmission Systems, Incorporated, Mid-Atlantic Interstate
Transmission, LLC and Trans-Allegheny Interstate Line Company), and Allegheny Energy Service Corporation. In addition, FirstEnergy
holds all of the outstanding equity of other direct subsidiaries including: FirstEnergy Properties, Inc., FirstEnergy Ventures Corp., FENOC,
FELHC, Inc., GPU Nuclear, Inc. and Allegheny Ventures, Inc.
Our principal executive office is located at 76 South Main Street, Akron, Ohio 44308-1890; telephone: (800) 736-3402.
Recent Developments
In January 2017, we announced that AE Supply and Allegheny Generating Company, or AGC, entered into a purchase agreement to
sell 1,572 megawatts of gas/hydro assets to a subsidiary of LS Power Equity Partners III, LP, or LS. The transaction is subject to various
closing conditions, including receipt of regulatory approvals and third-party consents. The consent of Virginia Electric and Power Company,
or VEPCO, is needed for the sale of a portion of AGC's interest in the Bath County pumped hydro facility, as well as agreement among AGC,
LS and VEPCO with respect to certain amendments to the Bath project agreements. While negotiations among the parties and VEPCO
continue, as of the date of this prospectus supplement, no agreement has been reached. On May 24, 2017, AE Supply/AGC and LS exercised a
provision in the purchase agreement that allows either party to terminate the purchase agreement without penalty after 30 days if, among other
things, the parties and VEPCO have not reached agreement on the amendments to the Bath project agreements. Accordingly, if these
conditions have not been satisfied by June 23, 2017, either party may terminate the proposed transaction. We believe the proposed transaction
can be closed, but, in the event the purchase agreement with LS is terminated, we intend to market these assets to other potential buyers.

S-1
Table of Contents
The Offering

Issuer
FirstEnergy Corp.

Securities Offered
$500,000,000 aggregate principal amount of 2.85% Notes, Series A, due 2022,
$1,500,000,000 aggregate principal amount of 3.90% Notes, Series B, due 2027 and
$1,000,000,000 aggregate principal amount of 4.85% Notes, Series C, due 2047.

Maturity
The Series A Notes will mature on July 15, 2022, the Series B Notes will mature on July
15, 2027 and the Series C Notes will mature on July 15, 2047.

Interest Rate
The Series A Notes will accrue interest at a rate of 2.85% per annum, the Series B Notes
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will accrue interest at a rate of 3.90% per annum and the Series C Notes will accrue
interest at a rate of 4.85% 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 January 15 and July 15, beginning on January 15, 2018,
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 two months prior to maturity for the Series A Notes, the date that is three
months prior to maturity for the Series B Notes and the date that is six months prior to
maturity for the Series C Notes, at a "make-whole" redemption price as described under
"Description of the Notes--Optional Redemption" below. After the date that is two
months prior to maturity for the Series A Notes, the date that is three months prior to
maturity for the Series B Notes and the date that is six months prior to maturity for the
Series C 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, 2017, FirstEnergy Corp. had
approximately $7.2 billion of total indebtedness on a standalone basis. All of such
standalone indebtedness was unsecured and unsubordinated indebtedness. As of March 31,
2017, the subsidiaries of FirstEnergy Corp. had approximately $15.5 billion of
indebtedness outstanding.

Sinking Fund
There is no sinking fund for any series of Notes.

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Table of Contents
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 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
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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 to repay our 2.75% Notes, Series A, due 2018, and for
general corporate purposes, including the repayment of our short-term borrowings under
our revolving credit facility. See "Use of Proceeds."

Conflicts of Interest
Affiliates of certain underwriters are lenders under our revolving credit facility. Upon any
application of net proceeds from this offering to repay amounts outstanding under this
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-
8.

S-3
Table of Contents
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-4
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, 2016, which
have been derived from our audited consolidated financial statements, and for the three months ended March 31, 2017 and 2016, which have
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 incorporated by reference in this prospectus supplement and the accompanying prospectus.
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As of or for the three

months ended March 31,
As of or for the year ended December 31,

2017
2016
2016
2015
2014
2013 2012

(In millions, except per share amounts)

Income Statement Data:

Revenues

$
3,552
$
3,869
$
14,562
$
15,026
$
15,049
$
14,892 $
15,255
Earnings (Loss) Available to
FirstEnergy Corp.

$
205
$
328
$
(6,177)
$
578
$
299
$
392 $
770
Earnings (Loss) per Share of
Common Stock:

Basic Continuing Operations
$
0.46
$
0.78
$
(14.49)
$
1.37
$
0.51
$
0.90 $
1.81
Basic Discontinued
Operations1

--

--

--

--

0.20

0.04
0.04

Basic Earnings (Loss)
Available to First Energy
Corp.

$
0.46
$
0.78
$
(14.49)
$
1.37
$
0.71
$
0.94 $
1.85
Diluted Continuing
Operations

$
0.46
$
0.77
$
(14.49)
$
1.37
$
0.51
$
0.90 $
1.80
Diluted Discontinued
Operations1

--

--

--

--

0.20

0.04
0.04

Diluted Earnings (Loss)
Available to FirstEnergy
Corp.

$
0.46
$
0.77
$
(14.49)
$
1.37
$
0.71
$
0.94 $
1.84
Weighted Average Shares
Outstanding:

Basic

443

424

426

422

420

418
418
Diluted

444

426

426

424

421

419
419
Dividends Declared per Share of
Common Stock

$
0.72
$
0.72
$
1.44
$
1.44
$
1.44
$
1.65 $
2.20
Balance Sheet Data:

Total Assets

$
43,212
$
52,695
$
43,148
$
52,094
$
51,552
$
49,980 $
50,110
Capitalization:

Total Equity

$
6,139
$
12,464
$
6,241
$
12,422
$
12,422
$
12,695 $
13,093
Long-Term Debt and Other
Long-Term Obligations

17,762

18,878

18,192

19,099

19,080

15,753
15,114

Total Capitalization

$
23,901
$
31,342
$
24,433
$
31,521
$
31,502
$
28,448 $
28,207

1 On February 12, 2014, certain of our subsidiaries sold eleven hydroelectric power stations to a subsidiary of LS Power Equity Partners II,
LP for approximately $394 million. The carrying value of the assets sold was

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$235 million, including goodwill of $29 million. Pre-tax income for the hydroelectric facilities of $155 million, $26 million and $24 million
for the years ended December 31, 2014, 2013 and 2012, respectively, are reported in FirstEnergy's Consolidated Statement of Income as
discontinued operations. Included in income for discontinued operations in the year ended December 31, 2014 was a pre-tax gain on the
sale of assets of $142 million. Revenues for the hydroelectric facilities of $5 million, $33 million and $30 million for the years ended
December 31, 2014, 2013 and 2012, respectively, are reported in FirstEnergy's Consolidated Statement of Income as discontinued
operations.

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424B2
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these
ratios in connection with our audited consolidated financial statements, including the notes to those statements, incorporated by reference in
this prospectus supplement and the accompanying prospectus.

Three
Months
Ended

March 31,
Year Ended December 31,

2017

2016(2)
2015
2014
2013
2012
Consolidated Ratio of Earnings to Fixed Charges(1)

2.04

N/A

1.68

1.09

1.45

2.08

(1) "Earnings" for purposes of the calculation of Ratio of Earnings to Fixed Charges have been computed by adding to "Income from
continuing operations" total interest and other charges, before reduction for amounts capitalized and deferred, provision for income taxes
and the estimated interest element of rentals charged to income. "Fixed charges" include interest on long-term debt, other interest
expense, subsidiaries' preferred stock dividend requirements and the estimated interest element of rentals charged to income.

(2) The ratio of earnings to fixed charges was negative for the year ended December 31, 2016, resulting from pre-tax impairment charges of
$10.7 billion. Additional earnings of $9.3 billion would have been required to have a one-to-one ratio of earnings to fixed charges.

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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,
2016 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2017.
Risks Related to Our Transition to a Fully Regulated Utility and Risks Related to the CES Segment
Risks Related to Our Transition to a Fully Regulated Utility and Risks Related to the CES Segment Could Have an Adverse Effect on
Holders of the Notes.
The reports we file with the SEC describe material risks that could adversely affect our business, cash flows, financial condition or
results of operations, including risks related to our transition to a fully regulated utility and risks related to the CES segment. Further adverse
developments in our CES segment, including at FES, could require FES to (i) restructure debt and other financial obligations or (ii) borrow
additional funds from us under its secured credit facility or the unregulated companies money pool. In addition, FES, and possibly FENOC, may
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