Obligation Appalachian Energy 7% ( US037735CM71 ) en USD

Appalachian Energy

114.17 % ▲

Etats-unis

US037735CM71 ( en USD )

7% par an ( paiement semestriel )

31/03/2038

Prospectus brochure de l'obligation Appalachian Power US037735CM71 en USD 7%, échéance 31/03/2038

/

/

037735CM7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/10/2026 ( Dans 182 jours )

Appalachian Power est une filiale d'American Electric Power, fournissant de l'électricité à plus de 1 million de clients dans le sud-ouest de la Virginie, dans l'ouest de la Virginie-Occidentale et dans une petite partie du Tennessee et du Kentucky.

L'Obligation émise par Appalachian Energy ( Etats-unis ) , en USD, avec le code ISIN US037735CM71, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2038

L'Obligation émise par Appalachian Energy ( Etats-unis ) , en USD, avec le code ISIN US037735CM71, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Appalachian Energy ( Etats-unis ) , en USD, avec le code ISIN US037735CM71, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 apco424b2seriesq.htm APCO SENIOR NOTES, SERIES Q, 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class
Maximum
Amount of
of Securities
Aggregate Offering
Registration Fee(2)
to be Registered
Price (1)
Senior Notes Series Q
$500,000,000
$19,650
due 2038

(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 Appalachian Power Company's Registration Statement on Form S-3
(Registration No. 333-136432).

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Prospectus Supplement
(To Prospectus dated August 9, 2006)

$500,000,000

APPALACHIAN POWER COMPANY

7.00% Senior Notes, Series Q, due 2038

Interest on the Series Q Notes (the "Senior Notes") is payable semi annually on April 1 and
October 1 of each year, beginning October 1, 2008. The Senior Notes will mature on April 1, 2038. We
may redeem the Senior Notes at our option at any time either as a whole or in part at a redemption price
equal to 100% of the principal amount of the Senior Notes being redeemed plus a make-whole premium,
if any, together with accrued and unpaid interest to the redemption date as described on page S-4 of this
prospectus supplement. The Senior Notes do not have the benefit of any sinking fund.

The Senior Notes are unsecured and rank equally with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding and will be effectively subordinated to all of
our secured debt from time to time outstanding, if any. We will issue the Senior Notes only in registered
form in multiples of $1,000.

Per Senior
Note Total
Public offering price(1)............................................................ 99.340%
$496,700,000
Underwriting discount
............................................................ 0.875% $ 4,375,000
Proceeds, before expenses, to Appalachian Power Company............... 98.465% $492,325,000
(1)Plus accrued interest, if any, from March 25, 2008.

INVESTING IN THESE NOTES INVOLVES RISKS. SEE THE SECTION ENTITLED "RISK
FACTORS" ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT FOR MORE
INFORMATION.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the Senior Notes or determined that this prospectus supplement or the
accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal
offense.

The Senior Notes are expected to be delivered in book-entry form only through The Depository
Trust Company on or about March 25, 2008.

Joint Book-Running Managers
Barclays Capital
JPMorgan
RBS Greenwich Capital

Co-Managers

Calyon Securities (USA) Lazard Capital Markets Mizuho Securities
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USA Inc. UBS Investment Bank

The date of this prospectus supplement is March 19, 2008

You should rely only on the information incorporated by reference or provided in this
prospectus supplement and the accompanying prospectus and any written communication
from us or the underwriters specifying the final terms of the offering. We have not
authorized anyone to provide you with different information. We are not making an offer of
these securities in any jurisdiction where the offer is not permitted. You should not assume
that the information in this prospectus supplement is accurate as of any date other than the
date on the front of the document.

TABLE OF CONTENTS

Prospectus Supplement

Page

RISK FACTORS

S-3
USE OF PROCEEDS

S-3
SUPPLEMENTAL DESCRIPTION OF THE SENIOR
NOTES

S-3
Principal Amount, Maturity and Interest

S-3
Optional Redemption

S-4
Limitation on Liens

S-5
Additional Information

S-6
UNDERWRITING

S-7
EXPERTS

S-9

Prospectus

THE COMPANY

2
PROSPECTUS SUPPLEMENTS

2
RISK FACTORS

2
WHERE YOU CAN FIND MORE INFORMATION

2
RATIO OF EARNINGS TO FIXED CHARGES

3
USE OF PROCEEDS

4
DESCRIPTION OF THE NOTES

4
PLAN OF DISTRIBUTION

10
LEGAL OPINIONS

11
EXPERTS

11

RISK FACTORS

Investing in our securities involves risk. Please see the risk factors described in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, which are incorporated by reference
in this prospectus supplement and the accompanying prospectus. Before making an investment
decision, you should carefully consider these risks as well as other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks
and uncertainties described are those presently known to us. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our business operations,
our financial results and the value of our securities.
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USE OF PROCEEDS

The net proceeds from the sale of the Senior Notes will be used for general corporate purposes
relating to our utility business. These purposes may include paying at maturity the outstanding $200
million principal amount (or a portion thereof) of our 3.60% Senior Notes, Series G, which mature on
May 15, 2008. We may also fund our construction program, repay advances from affiliates and
replenish working capital. If we do not use the net proceeds immediately, we may temporarily invest
them in short-term, interest-bearing obligations. As of March 14, 2008, advances from affiliates totaled
approximately $211 million. We estimate that our construction costs in 2008 will approximate $726
million.

SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES

The following description of the particular terms of the Senior Notes supplements and in certain
instances replaces the description of the general terms and provisions of the Senior Notes under
"Description of the Notes" in the accompanying prospectus. We will issue the Senior Notes under an
Indenture, dated as of January 1, 1998, between us and The Bank of New York, as Trustee, as
supplemented and amended and as to be further supplemented and amended as of the issue date for the
Senior Notes.

Principal Amount, Maturity and Interest

The Senior Notes will initially be issued in an aggregate principal amount of $500,000,000. We
may at any time and from time to time, without consent of the holders of the Senior Notes, issue
additional notes having the same ranking, interest rate, maturity and other terms as the applicable Senior
Notes. These notes, together with the applicable Senior Notes, will be a single series of notes under the
Indenture.

The Senior Notes will mature and become due and payable, together with any accrued and
unpaid interest, on April 1, 2038 and will bear interest at the rate of 7.00% per year from March 25,
2008 until April 1, 2038. The Senior Notes are not subject to any sinking fund provision.

Interest on the Senior Notes will be payable semi annually in arrears on each April 1 and October
1 and at redemption, if any, or maturity. The initial interest payment date is October 1, 2008. Each
payment of interest shall include interest accrued through the day before such interest payment
date. Interest on the Senior Notes will be computed on the basis of a 360-day year consisting of twelve
30-day months.

We will pay interest on the Senior Notes (other than interest payable at redemption, if any, or
maturity) in immediately available funds to the registered holders of the Senior Notes as of the Regular
Record Date (as defined below) for each interest payment date.

We will pay the principal of the Senior Notes and any premium and interest payable at
redemption, if any, or at maturity in immediately available funds at the office of The Bank of New York,
101 Barclay Street in New York, New York.

If any interest payment date, redemption date or the maturity is not a Business Day (as defined
below), we will pay all amounts due on the next succeeding Business Day and no additional interest will
be paid.

"Business Day" means any day that is not a day on which banking institutions in New York City
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are authorized or required by law or regulation to close.

The "Regular Record Date" will be the March 15 or September 15 prior to the relevant interest
payment date.

Optional Redemption

We may redeem the Senior Notes at our option at any time, upon no more than 60 and not less
than 30 days' notice by mail. We may redeem the Senior Notes either as a whole or in part at a
redemption price equal to the greater of (1) 100% of the principal amount of the Senior Notes being
redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and
interest on the Senior Notes being redeemed (excluding the portion of any such interest accrued to the
date of redemption) discounted (for purposes of determining present value) to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
(as defined below) plus 50 basis points, plus, in each case, accrued interest thereon to the date of
redemption.

"Comparable Treasury Issue" means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Senior
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 term
of the Senior Notes.

"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.

"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us
and reasonably acceptable to the Trustee.

"Reference Treasury Dealer" means a primary U.S. government securities dealer selected by us
and reasonably acceptable to the Trustee.

"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at or before 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

Limitations on Liens

So long as any of our Senior Notes issued pursuant to this prospectus supplement are
outstanding, we will not create or suffer to be created or to exist any additional mortgage, pledge,
security interest, or other lien (collectively "Liens") on any of our utility properties or tangible assets
now owned or hereafter acquired to secure any indebtedness for borrowed money ("Secured Debt"),
without providing that such Senior Notes will be similarly secured. This restriction does not apply to
our subsidiaries, nor will it prevent any of them from creating or permitting to exist Liens on their
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property or assets to secure any Secured Debt. In addition, this restriction does not prevent the
creation or existence of:

· Liens on property existing at the time of acquisition or construction of such property (or
created within one year after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise, or to secure the payment of all or any part of
the purchase price or construction cost thereof, including the extension of any Liens to
repairs, renewals, replacements, substitutions, betterments, additions, extensions and
improvements then or thereafter made on the property subject thereto;

· Financing of our accounts receivable for electric service;

· Any extensions, renewals or replacements (or successive extensions, renewals or
replacements), in whole or in part, of liens permitted by the foregoing clauses; and

· The pledge of any bonds or other securities at any time issued under any of the Secured
Debt permitted by the above clauses.

In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be
issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

"Net Tangible Assets" means the total of all assets (including revaluations thereof as a result of
commercial appraisals, price level restatement or otherwise) appearing on our balance sheet, net of
applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents,
unamortized debt discount and all other like intangible assets (which term shall not be construed to
include such revaluations), less the aggregate of our current liabilities appearing on such balance
sheet. For purposes of this definition, our balance sheet does not include assets and liabilities of our
subsidiaries.

This restriction also will not apply to or prevent the creation or existence of leases made, or
existing on property acquired, in the ordinary course of business.

Additional Information

For additional important information about the Senior Notes, see "Description of the Notes" in
the accompanying prospectus, including: (i) additional information about the terms of the Senior Notes,
(ii) general information about the Indenture and the trustee, and (iii) a description of events of default
under the Indenture.

UNDERWRITING

Barclays Capital Inc., J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. are acting
as representatives of the underwriters named below with respect to the Senior Notes. Subject to the
terms and conditions of the underwriting agreement, we have agreed to sell to each of the underwriters
named below and each of the underwriters has severally and not jointly agreed to purchase from us the
principal amount of Senior Notes set forth opposite its name below:

Underwriter
Principal
Amount
Barclays Capital Inc.
$127,500,000
......................................................
J.P. Morgan Securities Inc............................................ 127,500,000
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Greenwich Capital Markets, Inc..................................... 127,500,000
Calyon Securities (USA)
87,500,000
Inc..........................................
Lazard Capital Markets
10,000,000
LLC..........................................
Mizuho Securities USA
10,000,000
Inc...........................................
UBS Securities
10,000,000
LLC...................................................
Total................................................................... $500,000,000

In the underwriting agreement, the underwriters have agreed to the terms and conditions to
purchase all of the Senior Notes offered if any of the Senior Notes are purchased.

The expenses associated with the offer and sale of the Senior Notes are expected to be
approximately $250,000.

The underwriters propose to offer the Senior Notes to the public at the initial public offering
price set forth on the cover page of this prospectus supplement and to certain dealers at such price less a
concession not in excess of 0.50% per Senior Note. The underwriters may allow, and such dealers may
reallow, a discount not in excess of 0.25% per Senior Note to certain other dealers. After the initial
public offering, the public offering price, concession and discount may be changed.

Prior to this offering, there has been no public market for the Senior Notes. The Senior Notes
will not be listed on any securities exchange. Certain of the underwriters have advised us that they
intend to make a market in the Senior Notes. The underwriters will have no obligation to make a market
in the Senior Notes, however, and may cease market making activities, if commenced, at any
time. There can be no assurance of a secondary market for the Senior Notes, or that the Senior Notes
may be resold.

In connection with the offering, the underwriters may purchase and sell the Senior Notes in the
open market. These transactions may include over-allotment and stabilizing transactions and purchases
to cover syndicate short positions created in connection with the offering. Stabilizing transactions
consist of certain bids or purchases for the purposes of preventing or retarding a decline in the market
price of the Senior Notes and syndicate short positions involve the sale by the underwriters of a greater
number of Senior Notes than they are required to purchase from us in the offering. The underwriters
also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other
broker dealers in respect of the securities sold in the offering for their account may be reclaimed by the
syndicate if such Senior Notes are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the market price of the Senior
Notes, which may be higher than the price that might otherwise prevail in the open market; and these
activities, if commenced, may be discontinued at any time. These transactions may be effected in the
over-the-counter market or otherwise.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or contribute to payments that each underwriter may be
required to make in respect thereof.

Some of the underwriters or their affiliates engage in transactions with, and have performed
services for, us and our affiliates in the ordinary course of business and have, from time to time,
performed, and may in the future perform, various financial advisory, commercial and investment
banking services for us, for which they received or will receive customary fees and expenses.
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Lazard Capital Markets LLC ("Lazard Capital Markets") has entered into an agreement with
Mitsubishi UFJ Securities (USA), Inc. ("MUS(USA)") pursuant to which MUS(USA) provides certain
advisory and/or other services to Lazard Capital Markets, including in respect of this offering. In return
for the provision of such services by MUS(USA) to Lazard Capital Markets, Lazard Capital Markets
will pay to MUS(USA) a mutually agreed upon fee.

EXPERTS

The consolidated financial statements and the related consolidated financial statement schedule
incorporated by reference in the prospectus to which this prospectus supplement relates from
Appalachian Power Company and subsidiaries' Annual Report on Form 10-K for the year ended
December 31, 2007 have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports (which reports express an unqualified opinion and, as to the
report related to the consolidated financial statements, includes an explanatory paragraph concerning the
adoption of new accounting pronouncements in 2006 and 2007), which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

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PROSPECTUS

APPALACHIAN POWER COMPANY
1 RIVERSIDE PLAZA
COLUMBUS, OHIO 43215
(614) 716-1000

UNSECURED NOTES
TERMS OF SALE

The following terms may apply to the notes that we may sell at one or more times. A prospectus
supplement or pricing supplement will include the final terms for each note. If we decide to list upon
issuance any note or notes on a securities exchange, a prospectus supplement or pricing supplement will
identify the exchange and state when we expect trading could begin.

-
Mature 9 months to 50 years
-
Fixed or floating interest rate
- Remarketing features
-
Certificate or book-entry form
- Subject to redemption
-
Not convertible, amortized or subject to a sinking fund
- Interest
paid on fixed rate notes quarterly or semi-annually
- Interest
paid on floating rate notes monthly, quarterly, semi-annually, or annually
-
Issued in multiples of a minimum denomination

INVESTING IN THESE NOTES INVOLVES RISKS. SEE THE SECTION ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 2 FOR MORE INFORMATION.

The notes have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations determined that this
prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 9, 2006.

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THE COMPANY

We generate, sell, purchase, transmit and distribute electric power. We serve approximately
942,000 retail customers in the southwestern portion of Virginia and southern West Virginia. We also
sell and transmit power at wholesale to other electric utilities, municipalities, electric cooperatives and
power marketers engaged in the wholesale power market. Our principal executive offices are located at
1 Riverside Plaza, Columbus, Ohio 43215 (telephone number 614-716-1000). We are a subsidiary of
American Electric Power Company, Inc., ("AEP") a public utility holding company, and we are a part of
the American Electric Power integrated utility system. The executive offices of American Electric
Power Company, Inc. are located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number 614-
716-1000).

PROSPECTUS SUPPLEMENTS

We may provide information to you about the notes in up to three separate documents that
progressively provide more detail: (a) this prospectus provides general information some of which may
not apply to your notes; (b) the accompanying prospectus supplement provides more specific terms of
your notes; and (c) if not included in the accompanying prospectus supplement, a pricing supplement
will provide the final terms of your notes. It is important for you to consider the information contained
in this prospectus, the prospectus supplement and any pricing supplement in making your investment
decision.

RISK FACTORS

Investing in our securities involves risk. Please see the risk factors described in our most recent
Annual Report on Form 10-K and all subsequent Quarterly Reports on Form 10-Q, which are
incorporated by reference in this prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information contained or incorporated by reference in this
prospectus. The risks and uncertainties described are those presently known to us. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our
business operations, our financial results and the value of our securities.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we filed with the SEC. We also file annual,
quarterly and special reports and other information with the SEC. You may read and copy any
document we file at the SEC's Public Reference Room at 100 F Street N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. You may also examine our SEC filings through the SEC's web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information we file with them, which
means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13
(c), 14, or 15(d) of the Securities Exchange Act of 1934 (including any documents filed after the date of
the initial registration statement and prior to its effectiveness) until we sell all the notes.

Annual Report on Form 10-K for the year ended December 31, 2005;
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006
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