Obligation Appalachian Energy 7.95% ( US037735CP03 ) en USD

Appalachian Energy

100 % ⇌

Etas-Unis

US037735CP03 ( en USD )

7.95% par an ( paiement semestriel )

15/01/2020 - Obligation échue

Prospectus brochure de l'obligation Appalachian Power US037735CP03 en USD 7.95%, échue

1 000 USD

350 000 000 USD

037735CP0

BBB ( Qualité moyenne inférieure )

NR

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 ( Etas-Unis ) , en USD, avec le code ISIN US037735CP03, paye un coupon de 7.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2020

L'Obligation émise par Appalachian Energy ( Etas-Unis ) , en USD, avec le code ISIN US037735CP03, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Appalachian Energy ( Etas-Unis ) , en USD, avec le code ISIN US037735CP03, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 apco424b2.htm APPALACHIAN POWER COMPANY PROSPECTUS SUPPLEMENT
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 9, 2006)

$350,000,000

APPALACHIAN POWER COMPANY

7.95% Senior Notes, Series R, due 2020

Interest on the Series R Notes (the "Senior Notes") is payable semi annually on January 15 and
July 15 of each year, beginning July 15, 2009. The Senior Notes will mature on January 15, 2020. 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, to the extent of the assets securing such debt. We will issue the Senior Notes only in
registered form in multiples of $1,000.

Per Senior
Note Total
Public offering price(1)............................................................ 99.551% $348,428,500
Underwriting discount ............................................................ 0.650% $ 2,275,000
Proceeds, before expenses, to Appalachian Power Company............... 98.901% $346,153,500
(1)Plus accrued interest, if any, from March 9, 2009.

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 9, 2009.

__________________________

Joint Book-Running Managers
Goldman, Sachs & Co.
RBS Greenwich Capital
Wachovia Securities

_________________________

Co-Managers

CALYON
SunTrust Robinson Humphrey
U.S. Bancorp Investments, Inc.

The date of this prospectus supplement is March 4, 2009.
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You should rely only on the information incorporated by reference or provided in this
prospectus supplement and the accompanying prospectus or 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 state 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

Page
Prospectus Supplement

RISK FACTORS
S-3
USE OF PROCEEDS
S-3
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES S-3
Principal Amount, Maturity, Interest and Payment
S-3
Optional Redemption S-4
Limitation on Liens
S-5
Additional Information
S-6
UNDERWRITING S-7
LEGAL OPINIONS
S-8
EXPERTS S-8

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

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RISK FACTORS

Investing in the Senior Notes involves risk. Please see the risk factors described in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, 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 the Senior Notes.

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 $150
million principal amount (or a portion thereof) of our 6.60% Senior Notes, Series C, which mature on
May 1, 2009. 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 2, 2009 advances from affiliates totaled
approximately $403 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 Mellon, 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, Interest and Payment

The Senior Notes will initially be issued in an aggregate principal amount of $350,000,000. 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 (other than the date of
issuance, issue price and, in some circumstances, the initial interest accrual date and initial interest
payment date) as the Senior Notes. These notes, together with the 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 January 15, 2020 and will bear interest at the rate of 7.95% per year from March 9,
2009 until January 15, 2020. The Senior Notes are not subject to any sinking fund provision.

Interest on each Senior Note will be payable semi-annually in arrears on each January 15 and
July 15 and at redemption, if any, or maturity. The initial interest payment date is July 15, 2009. 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.
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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
Mellon, 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
are authorized or required by law or regulation to close.

The "Regular Record Date" will be the January 1 or July 1 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 in 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 ("remaining
life") 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 life 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 each of (i) Goldman, Sachs & Co., (ii) Greenwich Capital
Markets, Inc. and (iii) a Primary Treasury Dealer (as defined below) selected by Wachovia Capital
Markets, LLC and their respective successors; provided, however, that if any of the foregoing shall
cease to be primary U.S. government securities dealers in New York City (a "Primary Treasury Dealer")
we will substitute therefor another Primary Treasury Dealer reasonably acceptable to the Trustee.

"Reference Treasury Dealer Quotations" means, with respect to each 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 3:30 p.m., New York City time,
on the third Business Day preceding such redemption date.

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"Treasury Rate" means:

· 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(519)"
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 U.S. Treasury
securities adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within
three months before or after the remaining life (as defined above), yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will
be determined and the Treasury Rate will be interpolated or extrapolated from such yields
on a straight line basis, rounding to the nearest month); or

· if such release (or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to the
semiannual 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 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 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 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
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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.

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UNDERWRITING

Goldman, Sachs & Co., Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC
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 respective principal amount of Senior Notes set forth opposite its name below:

Underwriter

Principal Amount

Goldman, Sachs &
$ 99,155,000
Co.
Greenwich Capital Markets, Inc.
99,155,000
Wachovia Capital Markets,
99,190,000
LLC
Calyon Securities (USA)
17,500,000
Inc
SunTrust Robinson Humphrey,
17,500,000
Inc.
U.S. Bancorp Investments,
17,500,000
Inc.
Total
$350,000,000

In the underwriting agreement, the underwriters have agreed to the terms and conditions set forth
therein 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, excluding underwriter
discount, are expected to be approximately $350,000.

The underwriters propose to offer the Senior Notes to the public initially at the public offering
price set forth on the cover page of this prospectus supplement and may offer the Senior Notes to certain
dealers initially at that price less a concession not in excess of 0.40% per Senior Note. The underwriters
may allow, and those 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 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.

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.

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
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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.

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. For
instance, affiliates of certain of the underwriters are lenders under our parent company's revolving credit
facilities.

LEGAL OPINIONS

Jeffrey D. Cross or Thomas G. Berkemeyer, Deputy General Counsel and Associate General
Counsel, respectively, of American Electric Power Service Corporation, our service company affiliate,
will issue an opinion about the legality of the notes for us. Dewey & LeBoeuf LLP, New York, New
York will issue an opinion for the underwriters. From time to time, Dewey & LeBoeuf LLP acts as
counsel to our affiliates for some matters.

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, 2008 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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