Obligation EnerFirst 2.65% ( US337932AL12 ) en USD

EnerFirst

100 % ▲

Etas-Unis

US337932AL12 ( en USD )

2.65% par an ( paiement semestriel )

01/03/2030

Prospectus brochure de l'obligation FirstEnergy US337932AL12 en USD 2.65%, échéance 01/03/2030

2 000 USD

600 000 000 USD

337932AL1

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

01/09/2025 ( Dans 91 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 US337932AL12, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2030

L'Obligation émise par EnerFirst ( Etas-Unis ) , en USD, avec le code ISIN US337932AL12, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par EnerFirst ( Etas-Unis ) , en USD, avec le code ISIN US337932AL12, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d888019d424b2.htm 424B2
Table of Contents
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION No. 333-223472
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)(2)
2.050% Notes, Series A, due 2025

$299,385,000

$38,861
2.650% Notes, Series B, due 2030

$599,574,000

$77,825
3.400% Notes, Series C, due 2050

$848,716,500

$110,164
Total

$1,747,675,500

$226,850

(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)
$1,750,000,000

FirstEnergy Corp.
$300,000,000 2.050% Notes, Series A, due 2025
$600,000,000 2.650% Notes, Series B, due 2030
$850,000,000 3.400% Notes, Series C, due 2050
FirstEnergy Corp. is offering $300,000,000 aggregate principal amount of 2.050% Notes, Series A, due March 1, 2025, which we refer to as
the Series A Notes, $600,000,000 aggregate principal amount of 2.650% Notes, Series B, due March 1, 2030, which we refer to as the Series B Notes, and
$850,000,000 aggregate principal amount of 3.400% Notes, Series C, due March 1, 2050, 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 March 1 and September 1 of each year, beginning on September 1, 2020. The Series A
Notes will mature on March 1, 2025, the Series B Notes will mature on March 1, 2030 and the Series C Notes will mature on March 1, 2050.
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-9.
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 March 6, 2018.

Proceeds Before

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

99.795%

0.600%

99.195%
Total

$299,385,000

$1,800,000

$297,585,000
Per Series B Note

99.929%

0.650%

99.279%
Total

$599,574,000

$3,900,000

$595,674,000
Per Series C Note

99.849%

0.875%

98.974%
Total

$848,716,500

$7,437,500

$841,279,000

https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
(1) Plus accrued interest, if any, from February 20, 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 February 20, 2020.
Joint Book-Running Managers

Barclays
BofA Securities

Citigroup

J.P. Morgan

Morgan Stanley

Mizuho Securities
PNC Capital Markets LLC

RBC Capital Markets
Santander
Scotiabank
SMBC Nikko
Co-Managers

CIBC Capital Markets

KeyBanc Capital Markets

MUFG

TD Securities

US Bancorp
The date of this prospectus supplement is February 18, 2020.
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
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
DESCRIPTION OF THE NOTES
S-9
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-17
UNDERWRITING (CONFLICTS OF INTEREST)
S-22
LEGAL MATTERS
S-28
EXPERTS
S-28
WHERE YOU CAN FIND MORE INFORMATION
S-28
PROSPECTUS

Page
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.
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
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 ability to successfully execute an exit from commodity-based generation, including, without limitation, mitigating exposure for

remedial activities associated with formerly owned generation assets.

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

operate and grow as a fully regulated business, to execute our transmission and distribution investment plans, to continue to reduce costs,
and to improve our credit metrics, strengthen our balance sheet and grow earnings.

·
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.

S-i
Table of Contents
·
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.

·
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.

https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
·
The risks associated with the FirstEnergy Solutions Corp., or FES, debtors voluntary petitions for bankruptcy protection under Chapter
11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in the Northern District of Ohio in Akron, which we refer to as the FES
Bankruptcy, that could adversely affect us, our liquidity or results of operations, including, without limitation, that conditions to the FES

Bankruptcy settlement agreement may not be met or that the FES Bankruptcy settlement agreement may not be otherwise consummated,
and if so, the potential for litigation and payment demands against us by FES or FirstEnergy Nuclear Operating Company or their
creditors.

·
The risks associated with the decommissioning of our retired and former nuclear facilities.

·
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.

S-ii
Table of Contents
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.
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-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 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,
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
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,
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 MWs 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 2.050% Notes, Series A, due 2025,
$600,000,000 aggregate principal amount of 2.650% Notes, Series B, due 2030 and
$850,000,000 aggregate principal amount of 3.400% Notes, Series C, due 2050.
Maturity
The Series A Notes will mature on March 1, 2025, the Series B Notes will mature on March 1,
2030 and the Series C Notes will mature on March 1, 2050.
Interest Rate
The Series A Notes will accrue interest at a rate of 2.050% per annum, the Series B Notes will
accrue interest at a rate of 2.650% per annum and the Series C Notes will accrue interest at a rate
of 3.400% per annum.
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 1 and September 1, beginning on September 1, 2020.
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, 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 one month 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 December 31, 2019, FirstEnergy Corp. had approximately $7.1 billion of
total indebtedness on a standalone basis. All of such standalone indebtedness was unsecured and
unsubordinated indebtedness. As of December 31, 2019, the subsidiaries of FirstEnergy Corp.
had approximately $13.9 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
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
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.

S-2
Table of Contents
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, together with cash on hand, (i) to repay all amounts
outstanding under our term loan credit agreement, dated October 19, 2018, as amended, among
us, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders identified therein,
which we refer to as our two-year facility, (ii) to make (x) a $225 million cash payment, (y) an
up to $628 million cash payment and (z) certain tax payments pursuant to the FES Bankruptcy
settlement agreement, which we refer to collectively as the FES Payments, (iii) to repay a portion
of the 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 and, collectively with our two-year facility, our
term loan credit agreements, and (iv) for working capital needs and general corporate purposes.
See "Use of Proceeds."
Conflicts of Interest
Affiliates of certain underwriters are lenders under our term loan credit agreements. Upon any
application of net proceeds from this offering to repay amounts outstanding under these
agreements, 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-6.

S-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
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, 2019, which have
been derived from our audited consolidated financial statements.
You should read the information set forth below in conjunction with our audited 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 year ended December 31,

(In millions, except per share amounts)

2019

2018

2017

2016

2015

Income Statement Data:

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

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

0.01
0.66
(3.23)
(15.78)
0.46

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

0.01
0.66
(3.23)
(15.78)
0.46

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

Basic

535
492
444
426
422
Diluted

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

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

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

19,618
17,751
18,687
15,251
16,444

Total Capitalization
$ 26,593 $ 24,565 $ 22,612 $ 21,492 $ 28,866

S-5
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.
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
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.
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
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
December 31, 2019, our subsidiaries had approximately $13.9 billion of indebtedness outstanding consisting of first mortgage bonds, senior notes,
promissory notes and obligations under bank credit facilities, including our term loan credit agreements. 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 these 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 December 31, 2019, our consolidated net tangible
assets were $31.6 billion. Consequently, as of December 31, 2019, the Indenture would have allowed us to incur up to $3.2 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-6
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.
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
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 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.

S-7
Table of Contents
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 $1,730,663,000.
We intend to use the net proceeds, together with cash on hand, (i) to repay all amounts outstanding under our two-year facility, (ii) to make
the FES Payments, (iii) to repay a portion of the amounts outstanding under our 364-day facility, and (iv) for working capital needs and general corporate
purposes. Our two-year facility expires on September 11, 2021, and as of December 31, 2019 bore interest at a rate of 2.48% per annum. Our 364-day
facility expires on September 9, 2020, and as of December 31, 2019 bore interest at a rate of 2.28% per annum. As of December 31, 2019, there was $750.0
million and $1.0 billion of borrowings outstanding under our two-year facility and 364-day facility, respectively.
Affiliates of certain underwriters are lenders under our term loan credit agreements. Upon any application of net proceeds from this offering to
repay amounts outstanding under these agreements, 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."

S-8
Table of Contents
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 also 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 unsecured and unsubordinated and will rank equally with all of our other existing and
future senior unsecured and unsubordinated indebtedness.
Interest Rate and Interest Payment Dates
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

424B2
Interest on the Series A Notes will accrue at the fixed rate of 2.050% per annum, interest on the Series B Notes will accrue at the fixed rate of
2.650% per annum and interest on the Series C Notes will accrue at the fixed rate of 3.400% per annum. Interest on the Notes will accrue from the date of
original issuance, February 20, 2020, or from the most recent interest payment date to which interest has been paid or provided for. Interest on the Notes
will be payable on March 1 and September 1 of each year, beginning on September 1, 2020, 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 March 1, 2025, the Series B Notes will mature on March 1, 2030 and the Series C Notes will mature on
March 1, 2050.
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
The Notes are redeemable at our election, in whole or in part, at any time prior to the date that is one month 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
redemption price equal to the greater of:

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

S-9
Table of Contents
·
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 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, if the Series B Notes matured

on the date that is three months prior to maturity for the Series B Notes and if the Series C Notes matured on the date that is six months
prior to maturity for the Series C 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 12.5 basis points in the case of the Series A Notes, 20 basis
points in the case of the Series B Notes and 25 basis points in the case of the Series C 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, 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 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, the Series B Notes mature on the date that is three months prior to maturity for the
Series B Notes and the Series C Notes mature on the date that is six months prior to maturity for the Series C 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
https://www.sec.gov/Archives/edgar/data/1031296/000119312520041705/d888019d424b2.htm[2/19/2020 2:06:58 PM]

Document Outline

#1">
- #1">