Form 425
February 2010
Filed by FirstEnergy Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: Allegheny Energy, Inc.
Commission File No: 001-00267


2
Safe
Harbor
-
FirstEnergy
This communication includes forward-looking statements based on information currently available to management. 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,”
“believe,”
“estimate”
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. Forward-looking statements relating to the proposed merger include, but are not limited to, statements about the
benefits of the proposed merger involving Allegheny and FirstEnergy, including future financial and operating results, Allegheny's and FirstEnergy's
plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements relating to the merger that
are not historical facts.   
Actual
results
may
differ
materially
due
to
the
speed
and
nature
of
increased
competition
in
the
electric
utility
industry
and
legislative
and
regulatory
changes affecting how generation rates will be determined following the expiration of existing rate plans in Pennsylvania, the impact of the Public
Utilities
Commission
of
Ohio’s
regulatory
process
on
the
Ohio
utility
subsidiaries
associated
with
the
distribution
rate
case,
business
and
regulatory
impacts from American Transmission System, Incorporated’s realignment into PJM Interconnection L.L.C., economic or weather conditions
affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices and availability,
replacement power costs being higher than anticipated or inadequately hedged, the continued ability of FirstEnergy’s regulated utilities to collect
transition and other charges or to recover increased transmission costs, operating and maintenance costs being higher than anticipated, other
legislative and regulatory changes, revised environmental requirements, including possible greenhouse gas emission regulations, the potential
impacts
of
the
U.S.
Court
of
Appeals’
July
11,
2008
decision
requiring
revisions
to
the
Clean
Air
Interstate
Rules
and
the
scope
of
any
laws,
rules
or regulations that may ultimately take their place, the uncertainty of the timing and amounts of the capital expenditures needed to, among other
things,
implement
FirstEnergy’s
Air
Quality
Compliance
Plan
(including
that
such
amounts
could
be
higher
than
anticipated
or
that
certain
generating
units
may
need
to
be
shut
down)
or
levels
of
emission
reductions
related
to
the
Consent
Decree
resolving
the
New
Source
Review
litigation or other similar potential regulatory initiatives or actions, adverse regulatory or legal decisions and outcomes (including, but not limited to,
the
revocation
of
necessary
licenses
or
operating
permits
and
oversight)
by
the
Nuclear
Regulatory
Commission,
Met-Ed’s
and
Penelec’s
transmission
service
charge
filings
with
the
PaPUC,
the
continuing
availability
of
generating
units
and
their
ability
to
operate
at
or
near
full
capacity,
the
ability
to
comply
with
applicable
state
and
federal
reliability
standards,
the
ability
to
accomplish
or
realize
anticipated
benefits
from
strategic
goals
(including
employee
workforce
initiatives),
the
ability
to
improve
electric
commodity
margins
and
to
experience
growth
in
the
distribution
business, the changing market conditions that could affect the value of assets held in FirstEnergy’s nuclear decommissioning trusts, pension trusts
and other trust funds, and cause it to make additional contributions sooner, or in an amount that is larger than currently anticipated, the ability to
access the public securities and other capital and credit markets in accordance with FirstEnergy’s financing plan and the cost of such capital,
changes
in
general
economic
conditions
affecting
the
company,
the
state
of
the
capital
and
credit
markets
affecting
the
company,
interest
rates
and
any actions taken by credit rating agencies that could negatively affect FirstEnergy’s access to financing or its costs or increase its requirements to
post additional collateral to support outstanding commodity positions, letters of credit and other financial guarantees, the continuing decline of the
national
and
regional
economy
and
its
impact
on
the
company’s
major
industrial
and
commercial
customers,
issues
concerning
the
soundness
of
financial
institutions
and
counterparties
with
which
FirstEnergy
does
business,
and
the
risks
and
other
factors
discussed
from
time
to
time
in
its
SEC filings, and other similar factors. 


3
Safe
Harbor
-
FirstEnergy
(Continued)
With respect to the proposed merger, actual results may differ materially due to the risks and uncertainties relating to the ability to obtain the
requisite Allegheny and FirstEnergy stockholder approvals; the risk that FirstEnergy or Allegheny may be unable to obtain governmental and
regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of
conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to
closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of
management time on merger-related issues; and the risk that the credit ratings of the combined company or its subsidiaries may be different from
what the companies expect.   
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. FirstEnergy expressly
disclaims any current intention to update any forward-looking statements contained herein as a result of new information, future events, or
otherwise.


4
Safe
Harbor
-
Allegheny
In addition to historical information, this presentation may contain a number of "forward-looking statements" as defined in the Private Securities
Litigation
Reform
Act
of
1995.
Words
such
as
anticipate,
expect,
project,
intend,
plan,
believe,
and
words
and
terms
of
similar
substance
used
in
connection with any discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements relating to the
proposed merger include, but are not limited to, statements about the benefits of the proposed merger involving Allegheny and FirstEnergy, including
future financial and operating results, Allegheny's and FirstEnergy's plans, objectives, expectations and intentions, the expected timing of completion
of the transaction, and other statements relating to the merger that are not historical facts.  Additional forward-looking statements include, but are not
limited to, statements with respect to rate regulation and the status of retail generation service supply competition in states served by Allegheny’s
distribution business, Allegheny Power; financing plans; demand for energy and the cost and availability of raw materials, including coal; provider-of-
last-resort and power supply contracts; results of litigation; results of operations; internal controls and procedures; capital expenditures; status and
condition of plants and equipment; capacity purchase commitments; and regulatory matters.
Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no
assurance that actual results will not materially differ from expectations.  Important factors could cause actual results to differ materially from those
indicated by such forward-looking statements.  With respect to the proposed merger, these factors include risks and uncertainties relating to the ability
to
obtain
the
requisite
Allegheny
and
FirstEnergy
stockholder
approvals;
the
risk
that
FirstEnergy
or
Allegheny
may
be
unable
to
obtain
governmental
and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition
of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to closing
of
the
merger
may
not
be
satisfied;
the
length
of
time
necessary
to
consummate
the
proposed
merger;
the
risk
that
the
businesses
will
not
be
integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to
realize
than
expected;
disruption
from
the
transaction
making
it
more
difficult
to
maintain
relationships
with
customers,
employees
or
suppliers;
the
diversion of management time on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the
credit ratings of the combined company or its subsidiaries may be different from what the companies expect.  With respect to other forward-looking
statements, factors that could cause actual results to differ materially include, among others, plant performance and unplanned outages; changes in
the price of power and fuel for electric generation; general economic and business conditions; changes in access to capital markets and actions of
rating agencies; complications or other factors that render it difficult or impossible to obtain necessary lender consents or regulatory authorizations on
a timely basis; environmental regulations; the results of regulatory proceedings, including proceedings related to rates; changes in industry capacity,
development and other activities by Allegheny’s competitors; changes in the weather and other natural phenomena; changes in customer switching
behavior
and
their
resulting
effects
on
existing
and
future
load
requirements;
changes
in
the
underlying
inputs
and
assumptions,
including
market
conditions
used
to
estimate
the
fair
values
of
commodity
contracts;
changes
in
laws
and
regulations
applicable
to
Allegheny,
its
markets
or
its
activities;
the
loss
of
any
significant
customers
or
suppliers;
dependence
on
other
electric
transmission
and
gas
transportation
systems
and
their
constraints
or
availability;
inflationary
and
interest
rate
trends
changes
in
market
rules,
including
changes
to
PJM
participant
rules
and
tariffs;
the
effect of accounting pronouncements  issued periodically by accounting standard-setting bodies and accounting issues facing our organization; and
the
continuing
effects
of
global
instability,
terrorism
and
war.
Additional
risks
and
uncertainties
are
identified
and
discussed
in
Allegheny’s
reports
filed with the SEC. These forward-looking statements speak only as of the date of this document. Allegheny undertakes no obligation to update its
forward-looking statements to reflect events or circumstances after the date of this presentation.


5
Additional Information and Where to Find It
In connection with the proposed merger, FirstEnergy will file with the SEC a Registration Statement on Form S-4 that will
include a joint proxy statement of FirstEnergy and Allegheny that also constitutes a prospectus of FirstEnergy. FirstEnergy
and Allegheny will mail the joint proxy statement/prospectus to their respective shareholders. FirstEnergy and Allegheny
urge investors and shareholders to read the joint proxy statement/prospectus regarding the proposed merger
when it becomes available, as well as other documents filed with
the SEC, because they will contain important
information.
You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the
SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from FirstEnergy’s website
(www.firstenergycorp.com)
under
the
tab
“Investors”
and
then
under
the
heading
“Financial
Information”
and
then
under
the item “SEC Filings.”
You may also obtain these documents, free of charge, from Allegheny’s website
(www.alleghenyenergy.com)
under
the
tab
“Investors”
and
then
under
the
heading
“SEC
Filings.”
FirstEnergy,
Allegheny
and
their
respective
directors,
executive
officers
and
certain
other
members
of
management
and
employees may be soliciting proxies from FirstEnergy and Allegheny shareholders in favor of the merger and related
matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of FirstEnergy and Allegheny shareholders in connection with the proposed merger will be set forth
in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about
FirstEnergy’s executive officers and directors in its definitive proxy statement filed with the SEC on April 1, 2009.
You can find information about Allegheny's executive officers and directors in its definitive proxy statement filed
with the SEC on March 20, 2009. Additional information about FirstEnergy's executive officers and directors and
Allegheny’s executive officers and directors can be found in the above-referenced Registration Statement on
Form S-4 when it becomes available.
You can obtain free copies of these documents from FirstEnergy and Allegheny
using the contact information above.
Participants In The Merger Solicitation


6
Agenda
Combination Rationale
Transaction Terms
Combined Company Profile
Financial Highlights
Regulatory Timeline & Next Steps
Summary


7
Combination Rationale


8
FirstEnergy Combination Rationale
Consistent
with
our
strategy
to
build
a
balanced,
integrated
and
diversified
portfolio
of
assets
Adjacent geographic footprint complements existing businesses and our retail sales strategy
Generation anchored by efficient nuclear and supercritical fossil baseload assets
Transaction creates a significant presence in region and sector
6.1MM customers…~35% increase in customer base
24 GW of combined generation capacity (21 GW in competitive markets)…~70% increase in
generating capacity
Transaction provides numerous opportunities to create value
Increased scale, scope and diversification improves operating performance and geographic reach
More cost-effective fuel procurement options and O&M savings
Improved risk profile through existing and planned FERC regulated transmission investments
Attractive shareholder return potential
Diversified avenues for growth between regulated and generation businesses
Solid balance sheet with strong operating cash flows
Anticipate transaction to be accretive to earnings in the first year following the close


9
Allegheny Combination Rationale
Substantial upfront value to shareholders
32% premium
to
Allegheny's
current
price
(as
of
February
10
th
closing
price)
FirstEnergy’s current dividend would represent a 145% increase for Allegheny
shareholders, supported by combined company’s strong balance sheet and cash flows
Larger, more diversified platform of generation and utility assets with additional
value drivers
Diversified generation fleet with significant non-carbon emitting capacity reduces
exposure to changing environmental requirements
Enhanced retail marketing capability
Greater utility scale and regulatory diversification
Expanded transmission platform with major projects underway
More cost-effective fuel procurement options, O&M savings and other synergies
Maintains leverage to recovery in economy and power prices


10
Transaction Terms


11
Key Transaction Terms
Consideration:
100% stock
Offer Price:
0.667 shares of FirstEnergy per Allegheny share
Premium:
32%
based
on
February
10
th
closing
prices
and
22%
to
the
average
stock price of Allegheny over the last 60 days
Pro Forma
73% FirstEnergy shareholders
Ownership:
27% Allegheny shareholders
Governance:
Tony Alexander to be President and CEO
Paul Evanson to be Executive Vice Chairman
Two Allegheny Board members added to FirstEnergy Board
Timing:
Expected to close within 12-14 months
Approvals:
Shareholders, Federal, State


12
Combined Company Profile


13
An Integrated, Regional Platform
1. 12/31/2009 data, except where noted
2. Excludes American Transmission Systems Incorporated (ATSI) and Allegheny Energy Transmission, LLC
3. 2009 estimate
Revenue:
Regulated Utilities
Electric Customers:
Regulated States:
Rate Base:
Total Generation:
Competitive Generation:
Service Territory:
Employees:
$16.4Bn
10
2
6.1MM
7 States
$10.8Bn
2,3
24 GW
21 GW
67,000 sq miles
~17,750
Combined
Statistics
1
FirstEnergy Service Territory
Allegheny Service Territory
FirstEnergy Plants
Allegheny Plants


14
Diverse Competitive
Generation Portfolio
Combined
Competitive
Capacity
1
19%
42%
20%
7%
12%
Combined Competitive Production
2
Nuclear
Gas / Oil
28%
52%
18%
Supercritical
Coal
Nuclear
Gas / Oil
<1%
Hydro/Wind
~2%
Total Combined Capacity:
21 GW
Total Combined Production:
117 TWh
1. Capacity as of year-end 2009
2. Production as of year-end 2008
Hydro/Wind
Subcritical
Coal
Supercritical
Coal
Subcritical
Coal


15
Highly Efficient Coal-Fired Fleet
4,945
(32%)
224,600
(72%)
Pre-1965
Typically Unscrubbed
Heat Rates ~11,000 Btu/kWh
Higher Cost ~$30-35/MWh
Subcritical
Units
Supercritical
Units
15,332 MW
312,000 MW
10,387
(68%)
87,400
(28%)
Post-1965
Typically Scrubbed
Heat Rates ~9,800 Btu/kWh
Lower Cost ~$20-25/MWh
Combined  
Companies (MW)
U.S. Total
(MW)
Supercritical units are newer, more efficient and more environmentally-friendly
1. Total coal-fired capacity (regulated and competitive), as of 12/31/2009
1


16
Combined Fleet is Well Positioned for
Changing Environmental Regulation
1.
Regulated and competitive capacity as of 12/31/2009
2. Includes nuclear, wind and hydro
3.
Includes Sammis Units 6 and 7 AQC project being completed in 2010
4.
Sammis
Units
1
5,
Ft.
Martin,
Hatfield,
and
Mitchell
Total Capacity
17%
26%
9%
19%
29%
Non-Emitting
SO
2
/ NO
x
Controls
SO
2
Controls
Natural Gas
Unscrubbed
3
24.1
Total Fleet
4.5
Unscrubbed
2.2
Natural Gas
4.1
SO
2
Controls
7.1
SO
2
/ NOx Controls
6.2
Non-Emitting
GW’s by Category
4
2
1


17
Regulated Utilities
10 Regulated
Utilities
Across
Seven
States
1
6.1MM customers in OH, PA, MD, WV, NJ, VA and NY
194,000 miles of distribution and nearly 20,000 miles of transmission lines
67,000 square miles
1. Excludes American Transmission Systems Incorporated (ATSI) and Allegheny Energy Transmission, LLC
2. 12/31/2009 data
6,079,900
Total
383,600
Monongahela Power
483,400
Potomac Edison
714,900
West Penn Power
1,095,000
Jersey Central Power & Light
551,000
Met-Ed
160,000
Penn Power
590,000
Penelec
754,000
The Illuminating Company
1,038,000
Ohio Edison
310,000
Toledo Edison
Customers
2


18
Additional Transmission Expansion
500 kV transmission line extending
149 miles from western PA through
WV and into VA
ROE: 12.7%
Equity: 50%
Cost: $850MM
Status:
Approved in all states
Construction progressing
On track for in-service date in 2011
765 kV transmission line extending
275 miles from WV to MD
ROE: 14.3%
Equity: 50%
Cost: $1.2Bn
Status:
PJM determined PATH may not be
needed by 2014
Updated timeline expected in
June 2010


19
Financial Highlights


20
(28)
(28)
(35)
(95)
(165)
530
480
450
350
180
(250)
(100)
50
200
350
500
650
Year 1
Year 2
Year 3
Year 4
Year 5
Estimated Annual Synergies
Overview of Transaction Synergies
$MM
Synergies By Category
10%
19%
50%
21%
Corporate
Generation and Fuel
Information Services
Utility
Gross Pre-Tax Synergies
Costs to Achieve


21
Pro Forma Earnings Impact
Anticipate transaction to be accretive to earnings in the first year
following the close, including purchase accounting adjustments
Purchase accounting adjustments expected to be modest
Estimated asset and liability step-ups reduce earnings by approximately
$7MM in year 1 and $30MM in year 2


22
Solid Balance Sheet
51% –
55%
51% –
55%
Debt / Capital
3.0x –
3.5x
3.0x –
3.5x
Debt / EBITDA
4.3x –
4.7x
3.7x –
4.3x
Funds from Operations
Interest Coverage
20% –
23%
18% –
21%
Funds from Operations /
Total Debt
Year 2
Year 1
Pro Forma Key Ratios
Combined company metrics support stable investment grade ratings


23
Summary Expected Financial Highlights
Synergies realized across wide range of business segments but
primarily derived from competitive operations
Anticipate transaction to be accretive to earnings in the first year
following the close
Solid balance sheet and strong operating cash flow generation
Credit metrics consistent with a stable investment grade rating


24
Regulatory Timeline & Next Steps


25
Regulatory Timeline & Next Steps
Forming a transition team and transition steering committee
Comprised of key FirstEnergy and Allegheny management and senior
executives
Begin filings for regulatory approvals and shareholder vote
Companies expect to complete the transaction within 12-14
months


26
Summary


27
Summary
Combination creates a leading regional energy provider
Complementary portfolio of generating assets strengthens the
combined company’s operational performance
Scale and scope of combined distribution and transmission assets
create new opportunities
Meaningful synergy opportunities, primarily in the competitive
operations
Expected strong financial position to support growth and to
provide shareholders with attractive total return potential
Experienced management with a proven ability to integrate
companies and to create long-term shareholder value


28


29
FirstEnergy Update


30
2009 Fourth Quarter & Full-Year GAAP to
Non-GAAP Reconciliation
3.77
0.77
Basic Earnings Per Share (Non-GAAP)
0.42
0.42
Power Contract Mark-To-Markets Adjustment
(0.52)
Non-Core Asset Sales/Impairments
(0.53)
(0.49)
Income Tax Issue Resolution
0.31
0.01
Debt Redemption Premiums
0.14
Organizational Restructuring/Incremental Strike Costs
0.09
0.05
Trust Securities Impairment
0.55
Regulatory Charges
3.31
0.78
Basic Earnings Per Share (GAAP) Excluding Special Items
Full Year 2009
Fourth Quarter 2009
($ Per Share)
2010 Non-GAAP Earnings Guidance of $3.50 to $3.70 per share affirmed