Form DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

x	Definitive Additional Materials

¨	Soliciting Material pursuant to § 240.14a-12

ALLEGHENY ENERGY, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

EXPLANATORY NOTE

The following are excerpted portions from the slide presentation used during Allegheny Energy, Inc.’s second quarter earnings conference call held on Wednesday, August 4, 2010 at 1:00 p.m. EST. The excerpted portions attached relate to the pending merger of Allegheny Energy, Inc. and FirstEnergy Corp. and are not a complete set of the slides used in the presentation. Excerpts from the transcript of this earnings conference call will be filed as soon as they become available.

Forward-Looking Statements

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

In addition to historical information, this presentation contains a number of "forward-looking statements" as defined in the Private Securities Litigation

Reform Act of 1995. Forward-looking statements involve estimates, expectations, and projections and, as a result, are subject to risks and uncertainties.

Forward-looking statements often may be identified by the use of 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. However, the absence of these or similar words does not mean

that any particular statement is not forward-looking. Forward-looking statements in this presentation may relate to, among other matters: regulatory issues,

including but not limited to environmental regulation, and the status of retail generation service supply competition in states served by Allegheny’s delivery

business,

Allegheny

Power;

financing

plans;

market

demand

for

energy,

the

cost

and

availability

raw

materials,

including

coal

and

natural

gas,

and

Allegheny’s ability to enter into, modify and enforce long-term fuel purchase agreements; 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; changes in

technology and their effects on the competitiveness of Allegheny’s generation facilities; work stoppages by Allegheny’s unionize employees; capacity

purchase

commitments;

statements

about

the

benefits

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. There can be no assurance that actual results will not materially differ from

expectations. Actual results have varied materially and unpredictably from past expectations. Factors that could cause actual results to differ materially

include, among others, the following: the results of regulatory proceedings, including proceedings related to rates; plant performance and unplanned

outages; volatility and changes in the price and demand for energy and capacity and changes in the value of financial transmission rights; volatility and

changes in the price of coal, natural gas and other energy-related commodities; Allegheny’s ability to enter into, modify and enforce supplier performance

under long-term fuel purchase agreements; the ability and willingness of counterparties to satisfy their financial and performance obligations; changes in

the weather and other natural phenomena; changes in Allegheny’s requirements for, and the availability and price of, emission allowances; changes in

industry

capacity,

development

and

other

activities

Allegheny’s

competitors;

changes

market

rules,

including

changes

the

participant

rules

and

tariffs for PJM Interconnection, LLC and defaults by other market participants; the loss of any significant customers or suppliers; changes in both customer

usage and customer switching behavior and their resulting effects on existing and future load requirements; dependence on other electric transmission and

gas transportation systems and their constraints on availability; environmental regulation; changes in other laws and regulations applicable to Allegheny,

its markets or its activities; changes in the underlying inputs and assumptions, including market conditions used to estimate the fair values of commodity

contracts; complications or other factors that make it difficult

or impossible to obtain necessary lender consents or regulatory

authorizations on a timely

basis; recent and any future disruptions in the financial markets and changes in access to capital markets; the availability of credit; actions of rating

agencies; inflationary and deflationary trends and interest rate

trends; the effect of accounting pronouncements issued periodically by accounting

standard-setting bodies; entry into, any failure to consummate, or any delay in the consummation of, contemplated asset sales or other strategic

transactions; the likelihood and timing of the completion of the

proposed merger with FirstEnergy, the terms and conditions of any required regulatory

approvals of the proposed merger, the impact of the proposed merger on Allegheny’s employees and the potential diversion of management’s time and

attention from ongoing business during this time period; general

economic conditions; and other risks, including the continuing

effects of global

instability, terrorism and war. Additional risks and uncertainties are identified and discussed in Allegheny's reports and registration statements filed with

the Securities

and

Exchange

Commission.

Risks

and

uncertainties

associated

with

the

merger

are

fully

discussed

the

joint

proxy

statement/prospectus that is included in the Registration Statement on Form S-4 (Registration No. 333-165640) that was filed by FirstEnergy with the SEC in

connection with the merger. Additional risks and uncertainties associated with the merger are identified and discussed in Allegheny’s and FirstEnergy’s

reports filed with the SEC and available at the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date of this document. Allegheny disclaims any obligation to update its forward-looking statements to reflect events

or circumstances after the date of this presentation, except as may be required by law.

Forward-Looking Statements

Certain information in this presentation is based upon an internal model that incorporates assumptions regarding

future market conditions, including power and commodity prices, demand conditions, and the operating performance

and dispatch characteristics of our generating facilities, among

other factors. Many of these assumptions are based

upon highly variable market factors outside of our control and ultimately may differ significantly from the

assumptions currently included in our model. As a result, our model and the related forward-looking information

included in this presentation are subject to change. The information in this presentation that is derived from our

internal model is based in part on market conditions, forward prices and our hedged position as of June 30, 2010.

intend to update this information on a quarterly basis.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, FirstEnergy filed a Registration Statement on Form S-4 (Registration No.

333-165640) with the SEC that includes a joint proxy statement of FirstEnergy and Allegheny Energy and that also

constitutes a prospectus of FirstEnergy. FirstEnergy and Allegheny Energy sent the definitive joint proxy

statement/prospectus to their respective shareholders, on or about July 23, 2010. FirstEnergy and Allegheny Energy

urge shareholders to read the joint proxy statement/prospectus regarding the proposed merger, as well as other

documents filed with the SEC, because they contain important information. You may obtain copies of all documents

filed with the SEC regarding this proposed 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 Energy’s website (www.alleghenyenergy.com) under the tab

“Investors”

and then under the heading “SEC Filings.

2010 Priorities

Keep merger on schedule

Shareholder meetings: September 14

Regulatory procedural schedules set

Complete merger on schedule

2010 Priorities

Keep merger on schedule

PA: transition to market on track

About 70% of 2011 needs under contract

2010 Priorities

Keep merger on schedule

PA: transition to market on track

TrAIL: on schedule

2010 Priorities

Keep merger on schedule

PA: transition to market on track

TrAIL: on schedule

PATH:

PJM re-affirmed need

New in-service date: June 1, 2015

Revised budget: $1.4 billion (AYE)

Tough economy, but solid progress

Complete merger on schedule

Focus on core business

Control costs

Look for value-added opportunities

Summary

Adjustments

3 Months Ended June 30

($ millions; adjusted pre-tax)

2010

2009

Net unrealized gain/(loss) on economic hedges:

FTRs

15.0

6.3

Power hedges

(8.3)

0.7

Kern River pipeline hedge

(10.1)

(2.4)

Total unrealized gains/(losses)

(3.4)

4.6

Merger expenses

(4.3)

Gain on sale of Virginia distribution business

45.1

TOTAL ADJUSTMENTS

37.4

4.6

Cash Flow

3 Months Ended June 30

Excludes

cash

merger

costs

million

2010

Includes only Allegheny’s portion of PATH

($ millions)

2010

2009

From operations

191

234

Capital expenditures

(246)

(294)

Securitization and TrAIL

financings

104

140

Adjusted free cash flow

Common dividend

(25)

Adjusted cash flow after dividend