Obligation Appalachian Energy 4.4% ( US037735CT25 ) en USD

Appalachian Energy

83.0355 % ▼

Etats-unis

US037735CT25 ( en USD )

4.4% par an ( paiement semestriel )

14/05/2044

Prospectus brochure de l'obligation Appalachian Power US037735CT25 en USD 4.4%, échéance 14/05/2044

/

/

037735CT2

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/05/2026 ( Dans 43 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 US037735CT25, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2044

L'Obligation émise par Appalachian Energy ( Etats-unis ) , en USD, avec le code ISIN US037735CT25, 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 US037735CT25, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

apco05062014.htm
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424B2 1 apco05062014.htm APPALACHIAN POWER COMPANY PROSPECTUS SUPPLEMENT
Prospectus Supplement
(To Prospectus dated July 6, 2012)
4.40% Senior Notes, Series U, due 2044
Interest on the Senior Notes is payable semi-annually on May 15 and November 15 of each year,
beginning November 15, 2014. The Senior Notes will mature on May 15, 2044. We may redeem the Senior
Notes either in whole or in part at our option at any time, and from time to time, at the applicable redemption
price described on page S-4 of this prospectus supplement. The Senior Notes do not have the benefit of a
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 minimum
denominations of $1,000 and integral multiples in excess thereof.

Per

Total
Note
Public offering price(1) . . . . . . . . . . . . . . . . . 99.306% $297,918,000
. . . . . . . . . . . . . . . . . .
Underwriting discount . . . . . . . . . . . . . . . . . . 0.875% $ 2,625,000
. . . . . . . . . . . . . . . . .
Proceeds, before expenses, to Appalachian 98.431% $295,293,000
Power Company(1)
(1)Plus accrued interest, if any, from May 8,

2014.

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 May 8, 2014.
Joint Book-Running Managers
Co-Managers
BNY Mellon Capital Markets, LLC
Credit Agricole CIB
Fifth Third Securities
RBC Capital Markets
SMBC Nikko
SunTrust Robinson Humphrey
The date of this prospectus supplement is May 5, 2014.

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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, and the underwriters have not,
authorized anyone to provide you with different information. We are not, and the underwriters 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, the accompanying prospectus or the
documents incorporated by reference herein and therein is accurate as of any date other than the date on
the front of those documents.

TABLE OF CONTENTS
Prospectus Supplement

RISK FACTORS
S-3
USE OF PROCEEDS
S-3
SUPPLEMENTAL DESCRIPTION OF THE
S-3
SENIOR NOTES
UNDERWRITING (CONFLICTS OF
S-7
INTEREST)
LEGAL OPINIONS
S-8
EXPERTS
S-9

Prospectus

THE COMPANY
2
PROSPECTUS SUPPLEMENTS
2
RISK FACTORS
2
WHERE YOU CAN FIND MORE
2
INFORMATION
RATIO OF EARNINGS TO FIXED
4
CHARGES
USE OF PROCEEDS
4
DESCRIPTION OF THE NOTES
4
PLAN OF DISTRIBUTION
11
LEGAL OPINIONS
13
EXPERTS
13

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RISK FACTORS
Investing in the Senior Notes involves risk. Please see the risk factors in our Annual Report on Form
10-K for the fiscal year ended December 31, 2013, and in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2014 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
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, including the repayment of advances in the amount of $300 million under a term credit
facility expiring on May 13, 2015 (the "Facility"). The interest rate payable under the Facility is based on the
London Interbank Offered Rate plus a margin of 1.00%. Assuming that the proceeds are used for this purpose,
affiliates of the underwriters, as lenders under the Facility, would ultimately receive a significant portion of the
net proceeds of the offering of the Senior Notes. See "Underwriting (Conflicts of Interest)--Conflicts of
Interest". If we do not use the net proceeds immediately, we may temporarily invest them in short-term,
interest-bearing obligations.
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 Trust Company, N.A., 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 $300,000,000. 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 additional notes, together with the Senior Notes, will constitute 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 May 15, 2044 and will bear interest at the rate of 4.40% per year from May 8, 2014 until May 15,
2044. 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 May 15 and November 15
and at redemption, if any, or maturity. The initial interest payment date is

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November 15, 2014. 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 Mellon Trust
Company, N.A., 2 North LaSalle Street in Chicago, Illinois.
The Senior Notes will be issued in minimum denominations of $1,000 and integral multiples in excess
thereof.
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, except
that if such Business Day is in the next succeeding calendar year, we will make payment on the immediately
preceding Business Day.
The "Regular Record Date" will be the May 1 or November 1 prior to the relevant interest payment date
(whether or not a Business Day).
"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.
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.

At any time prior to November 15, 2043, 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 but excluding 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 20 basis points, plus, in each case, accrued and unpaid interest thereon to but excluding the date of
redemption.

At any time on or after November 15, 2043, we may redeem the Senior Notes in whole or in part at
100% of the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to
but excluding 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

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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
notified by us to the Trustee.
"Reference Treasury Dealer" means a primary U.S. Government securities dealer or dealers selected by
us and notified by us to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by us and notified to 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 us and 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.
"Treasury Rate" means, with respect to any redemption:
· the yield, under the heading which represents the average for the week immediately preceding
the date on which the notice of redemption is mailed to the registered holders of the securities
(the "calculation date") 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 additional mortgage, pledge, security interest, or other lien
(collectively "Liens") on any of our utility properties or tangible

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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 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
J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc. and Wells Fargo Securities, 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:

Principal
Amount
Underwriter
of Senior Notes
J.P. Morgan Securities LLC
$
51,000,000
Mitsubishi UFJ Securities (USA), Inc.
51,000,000
Wells Fargo Securities, LLC
51,000,000
BNY Mellon Capital Markets, LLC
24,500,000
Credit Agricole Securities (USA) Inc.
24,500,000
Fifth Third Securities, Inc.
24,500,000
RBC Capital Markets, LLC
24,500,000
SMBC Nikko Securities America, Inc.
24,500,000
SunTrust Robinson Humphrey, Inc.
24,500,000
Total $ 300,000,000

In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set
forth therein, to purchase all of the Senior Notes offered hereby if any of the Senior Notes are purchased.
The expenses associated with the offer and sale of the Senior Notes, excluding underwriting discount,
are expected to be approximately $475,000 and will be payable by us.
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 0.50% per Senior Note. The underwriters may allow, and those
dealers may reallow, a discount not in excess of 0.30% 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

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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.
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include sales and trading, commercial and investment banking, advisory, investment
management, investment research, principal investment, hedging, market making, brokerage and other financial
and non-financial activities and services. In the ordinary course of their various business activities, the
underwriters and their respective affiliates have made or held, and may in the future make or hold, a broad array
of investments including serving as counterparties to certain derivative and hedging arrangements, and may have
actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities),
and financial instruments (including bank loans) for their own account and for the accounts of their customers
and may have in the past and at any time in the future hold long and short positions in such securities and
instruments. Such investment and securities activities may have involved, and in the future may involve,
securities and instruments of the Company.
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, corporate trust, commercial and investment banking services for us,
for which they received, or will receive, customary fees and expenses. For instance, affiliates of the
underwriters are lenders under the Facility, and affiliates of certain of the underwriters are lenders under our
parent company's revolving credit facilities.
Conflicts of Interest

Affiliates of the underwriters are lenders under the Facility that we anticipate repaying using the net
proceeds received by us from the sale of the Senior Notes. See "Use of Proceeds." In such event, certain
underwriters or their affiliates would receive 5% or more of the net proceeds of the offering, and in that case
such underwriters would be deemed to have a conflict of interest under Rule 5121 (Public Offerings of
Securities with Conflicts of Interest) of the Financial Industry Regulatory Authority, Inc. ("FINRA"). In the
event of any such conflict of interest, such underwriters would be required to conduct the distribution of the
Senior Notes in accordance with FINRA Rule 5121. If the distribution is conducted in accordance with FINRA
Rule 5121, such underwriters would not be permitted to confirm a sale to an account over which it exercises
discretionary authority without first receiving specific written approval from the account holder.
LEGAL OPINIONS
Jeffrey D. Cross or Thomas G. Berkemeyer, Deputy General Counsel and Associate

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